Annual Report & Accounts 2024

Europe’s most downloaded rail travel app

Trainline plc

Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

Empowering greener

travel choices,

connecting

people and places

We believe in

creating more

environmentally

friendly travel

choices – with rail

offering a greener

alternative to air

and car.

Visit our investor site for more

information on Trainline:

www.trainlinegroup.com/investors

Strategic Report

01

Highlights

03

Chair’s statement

05

At a glance

06

CEO’s statement

08

Market overview

12

Business model

16

Our technology

18

Sustainability

20

Strategy

26

Key performance indicators

28

CFO’s financial highlights

31

Principal risks and uncertainties

40

Viability statement

41

Our people and culture

46

TCFD and SASB disclosures

53

Stakeholder engagement

& section 172 statement

Governance

58

Chair’s governance statement

59

Governance structure

61

Our Board of Directors

65

Report of the Nomination

Committee

67

Report of the Audit and Risk

Committee

71

Directors’ remuneration report

92

Directors’ report

95

Statement of Directors’

responsibilities

Financial Statements

97

Independent auditors’ report

110

Consolidated income statement

110

Consolidated statement of

comprehensive income

111

Consolidated balance sheet

112

Consolidated statement of

changes in equity

113

Consolidated statement

of cash flow

114

Notes to the Group Financial

Statements

147

Alternative performance measures

149

Parent Company balance sheet

150

Parent Company statement of

changes in equity

151

Notes to the Parent Company

Financial Statements

01

Trainline plc

Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

Strategic

Highlights

Enhancing the

customer experience

Digitising commuter and short-distance

travel while positioning Trainline as the

market aggregator in Europe.

Building demand

Increased efficient marketing investment

to drive up customer demand and grow

brand awareness, particularly in Europe.

Increasing customer

lifetime value

Growing customer relationships,

transaction frequency and monetisation.

Growing Trainline

Solutions

Supporting our travel partners, leveraging

the strength of Platform One, our single

global platform.

Find out more on page 20

Find out more on page 28

Financial

Highlights

Net ticket sales

+22%

Increased to £5.3 billion,

from £4.3 billion last year,

with International Consumer

now a £1 billion business.

Revenue

+21%

Increased to £397 million

from £327 million last year,

driven by the growth

in net ticket sales.

Basic EPS

+61%

Improved to 7.3p,

from 4.5p in FY2023.

Adjusted basic EPS

+59%

Improved to 12.3p,

from 7.7p in FY2023.

02

Trainline plc

Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

Empowering

Strategic Report

Contents

03

Chair’s statement

05

At a glance

06

CEO’s statement

08

Market overview

12

Business model

16

Our technology

18

Sustainability

20

Strategy

26

Key performance indicators

28

CFO’s financial highlights

31

Principal risks and uncertainties

40

Viability statement

41

Our People and culture

46

TCFD and SASB disclosures

53

Stakeholder engagement

& section 172 statement

03

Trainline plc

Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

Chair’s statement

Empowering

greener travel

Trainline is making it easier and cheaper

for people to take the train, while also

growing awareness of rail as a more

environmentally friendly way to travel.”

Brian McBride, Chair

Trainline has a resolute focus on its core purpose: to empower

greener travel, encouraging more people to take the train.

When I wrote last year, I explained how Trainline had

made significant progress despite the industrial dispute

in the UK. Unfortunately, the industrial dispute is ongoing,

but Jody and his team continued to execute well against

their strategic priorities and once again delivered a

record operating performance. It was a performance that

reflected a resolute focus on Trainline’s core purpose: to

empower greener travel, encouraging more people to take

the train.

Championing rail as a greener way to travel

Trainline is making it easier and cheaper for people to

take the train, while also growing awareness of rail as a

more environmentally friendly way to travel. Last year,

the Company launched the ‘I Came By Train’ campaign,

aiming to grow the public’s awareness of the relative

benefits of train travel and inspire pride in those that take

positive action. Having gained strong early momentum

with industry and government stakeholders, this year

we followed up with a new consumer campaign that

celebrates all the heroes who travel by train.

We also launched new features on our mobile App and on

Web to encourage modal shift, including Super Routes,

showing routes to customers where they can save time,

money and carbon emissions by taking the train.

Financial and strategic performance

The Board was pleased with the Group’s financial and

strategic performance in FY2024. The Group delivered

record net ticket sales of £5.3 billion, up 22% vs the prior

year, and revenue of £397 million, up 21%, while adjusted

EBITDA of £122 million was up 42% year on year.

04

Trainline plc

Annual Report & Accounts 2024

Strategic

Report

Financial

Statements

Corporate

Governance

Chair’s statement

continued

Financial and strategic performance cont.

The Group further progressed against its strategic

priorities, enhancing the customer experience, building

demand, increasing customer lifetime value and growing

Trainline Solutions. This included improving the ticketing

experience for commuters and customers booking on-

the-day travel in the UK, as well as positioning Trainline as

the market aggregator in Europe, particularly on routes

where new entrant carrier competition is intensifying. You

can read more about progress made against Trainline’s

strategic priorities on pages 20 to 25.

New capital allocation framework

The Board agreed a new capital allocation framework

this year. This prioritises investment in Trainline’s

strategic priorities, possibly supplemented with inorganic

investment, while managing debt leverage and returning

any surplus capital thereafter to shareholders. Trainline

attained shareholder approval during FY2024 for a capital

reduction of the Company’s share premium account.

This provided the Company with additional distributable

reserves to make further distributions, as and when

considered appropriate by the Board. In line with this

framework, Trainline launched a £50 million share buyback

programme in September 2023. As at the end of April

2024, the Company had bought back £38 million shares

under the programme. In May 2024, Trainline announced

a new share buyback programme of up to £75 million to

commence upon completion of the existing programme.

Political, regulatory & policy developments

In the UK, the Government Department for Transport

withdrew proposals to create a new Great British Railways

ticket retailing website and app in December 2023. The

proposals were originally outlined by the DfT in May

2021, as part of the Williams-Shapps Plan for Rail white

paper. In April 2024, the Labour Party launched their rail

policy at an event held at Trainline’s London offices. They

confirmed to Trainline that they have no plans to revive

the current Government’s previous proposal for a national

retailing app.

In Europe, we saw encouraging momentum with legal

and regulatory developments, with particularly strong

emphasis on creating and sustaining level playing field

conditions for independent retailers. This included the

EU Commission accepting Renfe’s commitments to

enhance competition in online rail retailing.

Looking ahead

The business is well positioned to drive long-term

growth and create value for customers and shareholders.

Trainline benefits from significant structural tailwinds,

including growing awareness of the environmental

benefits of rail travel and a European rail market that is

liberalising. As I look out longer term, I continue to see

huge headroom for growth. Although industrial action

continues in the UK, Trainline is set for further strong

performance in the year ahead.

I would like to thank the team at Trainline for their

continued focus on the purpose and strategic goals of

the business, persevering and adapting to what has been

a challenging set of circumstances, and once again for

delivering a record operating performance.

Brian McBride

Chair

3 May 2024

We are Europe’s most

downloaded rail travel app.

Through our customer-

centric, scalable platform,

we are committed to

driving responsible

and sustainable business

growth, by:

Connecting:

Enhancing:

Empowering:

05

Trainline plc

Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

We are Europe’s leading

independent rail platform

We enable millions of

travellers to find and book

the best value tickets across

carriers, fares, and journey

options through our highly rated

Trainline mobile App, website,

and B2B partner channels.

We work with more than 270 rail and coach companies

across more than 40 countries across the UK and Europe.

By bringing all of the major carriers and new entrants

onto one platform, we provide travellers with an

unrivalled set of train and coach options. Our smart

technology and data-driven features help our customers

to stay one step ahead.

For our carrier and B2B partners, Trainline Solutions

offers access to a huge supply of rail carrier inventory

across the UK and continental Europe through

our proprietary platform. With tested and proven

technology, we enable them to offer best-in-class

customer experience at low cost.

>

40

270

+

/5

10

06

Trainline plc

Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

Europe’s #1

downloaded

rail travel app

New entrant carrier competition is revolutionising

rail as more customers benefit from greater choice,

lower prices and the opportunity to choose greener

travel. We are becoming the aggregator of choice in

the UK and internationally and are delivering strong

growth, particularly in those markets liberalising

fastest, such as Spain.”

Jody Ford, Chief Executive Officer

Stronger growth from Europe’s #1 rail app

Trainline delivered another record operating performance

in FY2024. Trainline’s growth reflected our focus on

continually innovating and improving the customer

experience of purchasing digital rail tickets. The value, ease,

and convenience we provide are just some of the reasons

we are Europe’s most downloaded rail app. Growth in our

net ticket sales was at the top end of the guidance range,

while revenue growth and adjusted EBITDA margin as a

percentage of net ticket sales exceeded our guided range.

Trainline benefits from several long-term growth

opportunities. The addressable rail market across the

UK and continental Europe is large, being c.€55bn, and

so offers significant headroom. It is set to benefit from

increased investment in high-speed rail, greater consumer

awareness of its environmental benefits, and growing

demand from travellers for digital tickets.

In addition, new entrant carrier competition is

revolutionising rail as more customers benefit from

greater choice, lower prices and the opportunity to choose

greener travel. We are becoming the aggregator of choice

in the UK and internationally and are delivering strong

growth, particularly in those markets liberalising fastest

such as Spain. With four carrier brands competing across

its high-speed rail network, we have doubled domestic

ticket sales in Spain for the second year running and

significantly grown our market share on the top routes.

With new entrant carrier competition set to grow in Italy,

France and the UK in the next two years, I believe this will

support a golden age of rail travel.

Following a positive start to the year, in FY2025 Trainline

expects to generate: net ticket sales growth YoY in the

range of +8% to +12%; revenue growth YoY in the range

of +7% to +11%; and adjusted EBITDA as a percentage of

net ticket sales in the range of 2.4% to 2.5%. Our growth

expectations are despite headwinds from ongoing

industrial action in the UK, as well as Transport for London

(TfL’s) planned expansion of their contactless travel zone to

a further 53 stations in FY2025.

CEO’s statement

07

Trainline plc

Annual Report & Accounts 2024

Financial

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Corporate

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Strategic

Report

CEO’s statement

continued

Progress against our strategic priorities

We focus on four strategic growth priorities, against which

we continue to make good progress:

Enhancing the customer experience

In the UK, the station represented almost £3 billion

ticket sales in FY2024, most of which are estimated to be

short-distance and commute journeys. We have therefore

continued to prime our mobile App to better serve those

customers. This helped drive up our overall share of the

commuter market segment to 23%, from 10% pre-COVID.

We also focused on expanding the long-distance market

by unlocking value for customers, launching improved

Ticket Alerts and data-driven Price Prediction features.

In International Consumer, we are launching new features

to further position ourselves as the aggregator of choice.

We overhauled fare presentation within the App so

customers can easily compare carriers, and launched

our Best Price Guarantee, refunding the difference if a

customer finds the same ticket cheaper elsewhere. In

Spain, we launched TopCombo, a new product proposition

that allows customers to seamlessly stitch together

different carriers for multi-leg and return journeys.

Building demand

In the UK, we continued to build demand for our products

and services, helping drive up active customers by 13%

YoY. Through our “great journeys start with Trainline”

brand campaign, we told customers how they can save

35% on average when booking a journey through Trainline,

as well as highlighting the convenience of digital ticketing.

Separately, our viral “Trainline Wrapped” campaign gave

every customer a personalised view of their sustainability

journey, along with a clear and measurable understanding

of the impact of their travel choices on the environment.

In Europe, we made further headway growing consumer

awareness, focusing on markets with widespread carrier

competition to communicate our aggregation proposition.

Prompted brand awareness has more than doubled in

Spain and Italy since we launched brand campaigns in

both markets 18 and 24 months ago respectively, and in

Italy we became the second most downloaded travel app.

Increasing customer lifetime value

As we grow our customer base, we are also increasing

the frequency with which those customers transact with

us. In the UK, we increased the proportion of on-the-day

ticket purchases to 66% of all ticket transactions, with

active customers now transacting almost three times

a month. In Europe, we are also increasing transaction

frequency by shifting more customers to our mobile

App, as App customers typically transact more often than

Web customers. In Italy for example, 73% of customer

transactions were through the App, up from 51% two

years ago.

In both the UK and in International, we have increased

our focus on enhancing monetisation as a way to increase

customer lifetime value. This includes providing ancillary

products to our customers, such as hotels, leveraging

revenue share partnerships.

Growing Trainline Solutions (TS)

We are actively engaging in several new tender processes

from carriers for online retailing solutions. This follows

the UK Government recently cancelling its plans to

create a centralised retail app and website, which was

originally intended to replace the rail carriers’ online

retailing channels.

Overall, I’m pleased with our strong performance

and remain excited about the huge growth opportunity

for Trainline.

Jody Ford

Chief Executive Officer

3 May 2024

08

Trainline plc

Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

FY2020

21%

FY2021

30%

FY2022

40%

FY2023

43%

FY2024

47%

Market Overview

Trainline operates in a large market

set for long-term growth

Our structural tailwinds

Continued shift to online

and mobile ticketing

1

Growing carrier

competition in our core

European geographies

3

Driving modal shift with

significant investments in rail

2

Shift to online and mobile ticketing

Eticket penetration in the UK

1

Driving modal shift with regulation and significant investments in rail

2

09

Trainline plc

Annual Report & Accounts 2024

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Governance

Strategic

Report

Market Overview

continued

Greater carrier competition in our core European geographies

Trainline operates in an increasingly

complex and fragmented rail market.

Major carriers from France, Italy and Spain

are now competing in each other’s domestic

markets and on cross-border routes.

Spain

•

Renfe Avlo and Iryo are now running

services on six key high-speed routes

•

Ouigo has launched on three routes and

is set to enter more during 2024

Italy

•

New entrant carrier Longitude is set to

arrive in Italy in 2025

•

Ouigo is set to enter the Italian market

in 2026

France

•

Renfe is now running cross-border

services between Barcelona-Lyon and

Madrid-Barcelona-Marseille

•

Renfe are due to launch a service

between Paris-Lyon in 2024, meaning

there will be four carrier brands on

that route

•

Carrier competition could be arriving

on London-Paris, potentially as early as

2025, with Evolyn announcing plans to

launch a competitor service to Eurostar

•

Le Train is a further example of a new

operator planning to launch services, set

to launch routes on the Western Corridor

in France connecting major cities like

Bordeaux, Tours, Nantes, and Rennes

•

In the longer term, new carrier entrant

Kevin Speed is planning services between

Paris and three major French cities.

New operators in Spain have introduced

different customer propositions on

routes, from low-cost (Ouigo and Avlo) to

premium services (Iryo). Such competition

provides more choice, convenience and

quality for customers, as well as more

competitive fares.

As the number of carriers competing on

the same routes grows, passengers will

increasingly need aggregators to compare

all the carrier options. Trainline aggregates

different carriers, fares and journeys in

one place, making it easy for customers to

select the right option for them, together

with the ability to book rail tickets in a

language and currency of their choice.

For carriers seeking to grow or enter new

markets, Trainline is a source of access to

a diverse domestic and global customer

base across our B2C and B2B channels,

connecting them to consumers, business

travellers and travel resellers.

3

Selected key rail routes in continental Europe with competition

10

Trainline plc

Annual Report & Accounts 2024

Financial

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Strategic

Report

Market Overview

continued

Case study:

Spain

Spain has quickly become the most competitive

high-speed carrier market in Europe and

serves as a template for what increased carrier

competition might look like in other European

markets, such as Italy and France.

Since 2021, Spain has gone from having one

long-distance carrier, the national incumbent

Renfe, to four carrier brands nationwide. Carrier

competition in Spain is benefiting customers,

who now enjoy significantly more choice and

lower prices. As at 29 February 2024, Renfe Avlo

and Iryo both operate on six high-speed routes,

while Ouigo operates on three. On the three

high-speed routes where all four carrier brands

compete (Madrid-Barcelona, Madrid-Valencia,

Madrid-Alicante), average fares have reduced

by 50% vs 2019, precipitating a 70% increase in

passenger numbers.

However, greater market fragmentation also

means greater complexity for customers,

particularly as the different carriers do not

provide competitor inventory on their respective

retailing channels. This therefore strengthens

the need for a market aggregator, where

customers can book the best value and most

convenient rail tickets for their specific journey.

By positioning ourselves as the market

aggregator, Trainline has grown significantly

on liberalised routes, taking material share.

By the end of 2023, Trainline’s share of the top

five high-speed routes had increased to 8-13%,

compared to c.1% share across Spain in 2019.

Given our focus on aggregated routes, Spanish

domestic net ticket sales have doubled for two

consecutive years. This focus has also driven

a more engaged customer base, with repeat

customers making up 44% of domestic sales,

up from 34% last year.

Today, Spain is the only market in Europe where

four carrier brands are competing on the same

long-distance routes. However, that is set to

change, first in Italy and thereafter in France.

As has been the case in Spain, increasing the

number of carrier brands running services

across Italy and France should significantly

increase the competitive dynamic of their

rail markets, in turn catalysing the need for a

market aggregator like Trainline.

Trainline domestic

net ticket sales

in Spain

11

Trainline plc

Annual Report & Accounts 2024

Financial

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Strategic

Report

Market Overview

continued

Regulatory and political environment

Europe:

Liberalisation of the national rail and coach markets

continues to unfold, promoted by a series of European

Commission initiatives aimed at encouraging competition

across Europe’s railways and facilitating efficient cross-

border transport systems.

The Fourth Railway Package is one such initiative. It

comprises a series of measures aimed at creating a truly

integrated European Railway Area and making EU railways

more attractive, innovative and competitive. These

legislative initiatives expand opportunities for new rail

operators to enter the rail markets across the European

Union. Independent retailers do so by aggregating,

combining and showcasing a multitude of operators on

their platforms and provide much needed transparency

and optionality to rail users.

The competition legal landscape is also changing. In

January 2024, the European Commission announced it

had settled its investigation into possible abuse of market

EU goal: 2x high-speed

rail traffic

Scheduled collective travel of under 500km

should be carbon-neutral within the EU

EU goal: 3x high-speed

rail traffic

dominance by the Spanish incumbent carrier Renfe. As a

result, independent retailers are now entitled to get access

to Renfe’s full range of tickets, discounts and features, as

well as its real-time data.

In further progress toward the principle of parity in data

access, the latest revision of the EU Rail Passenger Rights

Regulation (RPRR) was implemented in 2023. Rail carriers

across the EU are now required to share more content and

data, including real-time data.

In March 2024, the European Commission opened

proceedings against Alphabet to assess compliance under

the new Digital Markets Act, specifically investigating

whether its display of Google services within search results

may lead to self-preferencing. The Commission stated it is

concerned that Alphabet’s current compliance measures

may not ensure that third-party services featuring on

Google’s search results page are treated in a fair and non-

discriminatory manner in comparison with Google’s own

services. This is an important step to ensure accountability

for large companies like Google and secure long-term

market stability and contestability across Europe.

The Commission’s European Green Deal established a

goal of becoming climate-neutral by 2050 and included a

commitment to a rethink of EU policies for clean energy

in the transport sector. In addition, the Commission’s

proposed Multimodal Digital Mobility Services regulation,

aimed at making it easier for customers to plan and buy

tickets for journeys that combine different modes of

transport, continues to progress.

UK:

Passenger rail services are currently operated by thirty-

four train operators. There are broadly three models:

(a) service contracts awarded to private companies by

DfT or TfL; (b) service contracts within the public sector

“operators of last resort”; and (c) Open Access operators

who bid for access rights for specific routes from the Office

of Rail and Road and take full commercial risk.

In December 2023, the UK Government Department for

Transport (DfT) withdrew proposals to create a new Great

British Railways ticket retailing website and app. The

proposals were originally outlined by the DfT in May 2021,

as part of the Williams-Shapps Plan for Rail white paper.

The UK Government’s broader plans for rail set out in the

draft Rail Reform Bill of February 2024 are undergoing

parliamentary scrutiny, however they are unlikely to

become legislation before the upcoming General Election.

In April 2024, the Labour Party launched their rail policy at

an event held at Trainline’s London offices. Labour outlined

plans to bring private rail operators back under public

ownership over time and create a centralised body, Great

British Railways. However, they have confirmed to Trainline

that they have no plans to revive the current Government’s

previous proposal for a national retailing website and app.

They also announced plans to accelerate the roll out of key

customer innovations, including automated Delay Repay

and digital season tickets.

12

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Annual Report & Accounts 2024

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For travellers

For businesses

carriers (UK & Europe)

>270

We aggregate data from

>270 carriers across the

UK and Europe on our

platform...

We apply the brilliant minds

of our People, our smart

technology and customer

insights...

To generate our highly rated user

experience and partner solutions

13

Trainline plc

Annual Report & Accounts 2024

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Report

Our proprietary technology – Platform One

Platform One is our agile and proprietary technology. It is the

engine behind our Trainline consumer app and website, and

it also powers the booking and retailing solutions for our B2B

partners such as rail carriers, travel sellers, businesses and

public sector organisations.

Powerful data assets

We understand the travel needs and patterns of our

customers in over 40 countries through our B2C and B2B

channels with around 128 million visits to our platform

each month.

Market-specific features and personalisation

Using our product and technology expertise, plus the unique

data insights generated across our large customer base,

we continue to enhance our customer proposition and tailor

it to the needs of different markets.

Revenue model

We earn a commission and fees on ticket sales. We also

generate revenue from advertising and ancillary services such

as travel insurance and multi-currency payment options.

B2B partners pay a commission and/or transaction fee on

ticket sales, as well as other related technology service fees

for the provision of our solutions.

For travellers

Highly rated customer experience

for travellers globally

•

Highly rated customer experience for

travellers globally

•

4.9/5 star rated app on iOS

•

Search and book train tickets for

journeys in over 40 countries

•

All ticket types, journey combinations

and fares across major carriers in

one place

•

Seamless, friction-free

booking experience

•

Multiple languages, currencies and

payment options

•

Digital tickets, smart personalisation,

real-time travel information and many

more features

For B2B partners

We provide end-to-end digital

retailing solutions for carriers

•

Fast and secure tech platform for

retailing and ticketing at a lower

cost to serve

•

Deep rail tech expertise: customised,

high-converting and high-quality

solutions

We give travel sellers access to our

rail content via our global API

•

Access our rail content with all local

features through one connection

•

Allows travel sellers to integrate rail

into their offering, helping them grow

their business

We offer smart rail booking solutions

for companies of all sizes

•

Trainline branded business portal for

businesses and public sector clients

•

Full travel visibility, cost control, and

sustainability reporting

•

Integrated business travel tool within

B2C app

We have integrated over 270 carrier

partners to date, mostly across the

UK and Europe, bringing together the

majority of rail and coach operators

onto one platform.

This breadth allows us to offer all the

journeys, fares and ticket options

from major carriers to our customers,

whenever and wherever they may

be travelling.

We aggregate data from

>270 carriers across the UK

and Europe on our platform...

We apply the brilliant minds of our People, our

smart technology and customer insights...

To generate our highly rated user experience and 

partner solutions

For travellers

For businesses

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Business Model

continued

Creating value for our app

and online customers

Friction free

Enabling customers to

get it right

Unrivalled value

Key features

Key features

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Creating value for our partners,

business customers and the industry

Our vision is to be the world’s number one rail platform. Through Trainline Solutions,

we provide innovative and industry-leading retailing technology to travel sellers,

businesses, and rail carriers. We make the complex world of rail and ticket retailing simple.

Simplifying European rail

with our Global API

Our Global API gives us the ability to expand

into Europe and work with leading travel

brands and online booking tools.

European competition is increasing as

more rail operators launch new high-speed

routes in the markets. It’s an opportunity for

Trainline to connect business passengers

across European cities and offer them a

sustainable way to travel.

Coupled with our Agent Tools, our Global API

allows us to remove the complexity inherent

when dealing with multiple rail carriers,

simplify the experience and distribute our

technology through a single connection. It

provides our partners’ customers a simple

and seamless experience.

Trainline Business

Trainline Business delivers cost efficiencies,

simplicity, and greater control of travel

for thousands of businesses and their

employees. Powered by Platform One, they

benefit from friction-free travel features,

insights to boost sustainability efforts and

easy access for all their business travel

needs. Trainline Business is the route to

smarter rail travel for businesses and

their employees.

Rail retailing solutions for carriers

Our tailored retailing solutions meet the

needs of our carrier and retail partners,

lowering their cost to serve and simplifying

their innovation process.

Partners can access our innovative suite of

products and features, benefiting from our

expertise and the scale of our platform.

For the rail industry

Across our whole platform ecosystem, we

provide cutting-edge rail technology and

digital ticketing innovation that encourages

more people to travel by train at a lower cost

to serve for the industry.

Business Model

continued

16

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Financial

Statements

Corporate

Governance

Strategic

Report

Our Technology

Our technology is optimised for rail travel

At Trainline, we pride ourselves on our proprietary,

modern, scalable tech platform created and maintained

by our c.500 bright product, data and tech minds.

Reliable, scalable, secure

•

>700 microservices, increasing speed of

development, flexibility and scalability

•

c.500 engineers, data and tech

specialists

•

>350 releases per week

Deep inventory connections

•

Rail and coach

•

Pre- and post-sales

•

Real-time data

•

Add-on travel services: insurance, etc

Customer-centric ecommerce

•

Simple ‘one click’ user interface:

hides industry complexity;

multi-product basket

•

Proprietary multi-carrier/modal

journey planner

•

10+ payment options, including

Google Pay and Apple Pay

Security, payments, fulfilment, fraud safeguards

•

PCI-DSS Level 1 (Merchant & Service Provider) since 2013

•

Partnership with NCSC & NCA

•

Internal standards aligned with NIST framework

•

Business Continuity Planning (ISO 22301) certified since 2022 & Information Security

Management (ISO 27001) certified since 2023

•

3DS version 2 implemented

•

Payment Services Directive II Secure Customer Authentication fully live

•

Industry-leading fraud to sales ratio & industry-leading payment acceptance rates

Personalised data driven

products

•

>8 TB data processed per day

•

Bespoke AI-driven features

•

Personalised UX and CRM

Our ability to bring together teams comprising developers, designers,

infrastructure and data scientists to create a world-class experience for our

customers and carrier partners is what defines us and allows us to continually

innovate and maintain our superior customer experience.

>350

releases a week

>8

TBs of data

processed daily

origin-destination

pairs per month

engineers, data and

tech specialists

17

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Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

Our Technology

continued

Supply data (UK & EU)

Distribution and

white label retail

services

Ecommerce

Ticketing and

settlement

Payments and

fraud prevention

Journey planner

and real-time info

Customer

accounts

Platform One

Our single global tech platform provides a range of

tools and services for our B2C and B2B customers.

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Financial

Statements

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Report

Sustainability

Purpose driven sustainability

Travelling by rail creates 87% less CO

2

emissions than air travel and

67% less CO

2

emissions per passenger than travelling by car.

What sustainability means to us

Empower people to make greener travel choices

Our purpose is to empower a greener way to travel.

Through our technology and data, we make rail travel

easier, empowering people to make travel choices that are

better for the environment.

Rail offers travellers a greener alternative to flying or

driving, creating 87% less CO

emissions than air travel

and 67% less CO

emissions compared with car travel,

per passenger.

Cars and planes create 58% of the UK’s transport CO

emissions, whereas the entire rail network creates less

than 2%. Similarly, in Europe, cars and planes create 74%

of transport CO

emissions, and the entire rail network

adds up to less than 1%. Rail can move millions of people

quickly and cleanly, for leisure or business, across

countries and continents.

We believe we have a key role to play in supporting the rail

industry, businesses, and governments in meeting their

emissions targets. Our cross-functional sustainability team

is dedicated to encouraging modal shift; promoting rail as

a more sustainable way to travel; and reducing the impact

on the climate from our own operations.

The external context

The EU is targeting a 55% reduction target for CO

emissions by 2030, and the UK has a reduction target of at

least 78% by 2035 and a legally binding target to reach net

zero by 2050. Governments are encouraging modal shift to

rail and increasing their investment in rail in order to meet

their net zero emissions goals.

The UK Decarbonising Transport plan highlights rail as

“the greenest form of motorised transport”. It sets a target

of achieving net zero greenhouse gas emissions from

trains by 2050, through increased electrification of the rail

network and introduction of new technologies such as

hydrogen-powered trains.

The EU Commission has highlighted rail as playing a

key role in the EU becoming climate-neutral by 2050. It

targets the doubling of high-speed rail traffic by 2030 and

a tripling of high-speed rail by 2050. Third-party ticket

vendors such as Trainline have been identified as having a

key role to play in the delivery of elements of this plan.

In the last year, the French government introduced a ban

on internal short-haul flights under two and half hours,

which came into force May 2023. Likewise, the Spanish

government have outlined similar proposals.

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Statements

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Product and promotion

Our aim is to empower people to make greener

travel choices, driving a modal shift that benefits

people and the planet.

Trainline has a key role to play in engineering the travel

habits of the future and enabling people to choose the

most sustainable transportation option. During the year,

we launched a new consumer campaign that celebrates

all the heroes who travel by train. We also introduced new

features on our mobile App and on Web to encourage

modal shift, including “Your Sustainability Story”, which

informs and educates customers on their emission savings

vs other forms of transport.

We also continue to support the “I Came By Train”

campaign, which aims to grow the public’s awareness of

the relative benefits of train travel and inspire pride in

those that take positive action. We gained strong early

momentum with industry and government stakeholders

with the launch of a white paper on how the rail industry

can encourage more people to choose rail. This year, the

campaign has analysed 250,000 UK rail routes to create

the Reasonable by Rail database which shows when trains

beat planes or cars for speed and savings.

This data has been made available for government and

industry stakeholders and powers Trainline’s

Super Routes feature.

What we’re doing internally

Trainline was one of the first 100 UK-based companies and

at the time, one of only 550 business globally to have had

our net zero commitments officially verified by the Science

Based Targets initiative (‘SBTi’), the global body enabling

businesses to set ambitious emissions reduction targets in

line with climate science.

We are taking action to help limit the rise in global

temperatures by committing to the following targets:

Our net zero commitments

Overall net zero target

•

Reach net zero greenhouse gas emissions

across the value chain by 2040

Near-term targets

•

Reduce absolute Scope 1 and 2 greenhouse gas

emissions 55.2% by 2030 from a 2020 base year

•

Ensure 80% of our suppliers by spend covering

purchased goods and services will have science-

based targets by 2028

Long-term targets

•

Reduce absolute Scope 1 and 2 greenhouse gas

emissions 90% by 2040 vs 2020

•

Reduce absolute Scope 3 greenhouse gas

emissions 90% within the same time frame

We believe we have a key role to play in supporting

the rail industry, businesses, and governments in meeting

their emissions targets.”

20

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Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

Strategy

Our strategic growth priorities

Positioning ourselves as the market aggregator for European rail, while in the UK further

digitising the rail retailing experience, particularly for commuters and short-distance travel.

Providing a smart, intuitive and

seamless experience for our customers

is at the heart of our business – we are

continually improving and optimising

our user experience on our mobile App

and web interface, removing friction

for customers while offering them

access to unrivalled value and the

widest choice.

Through customer insights and

research, personalisation, data and

machine learning, we design features

that enhance the journeys of our

customers at every stage, from

planning and booking through to post

sales. We have created a platform that

consolidates rail inventory for carriers

across our European markets, providing

one convenient online experience for

customers. We remain committed

to delivering the best possible user

experience through a pipeline of new,

innovative products and features.

Increasing customer lifetime value

means deepening our relationships

with customers. This includes

customers using Trainline frequently

for more of their travel needs – be

it commuting, shopping trips,

getting to university, business trips,

family days out, buying a railcard or

international travel.

Through our enhanced product

offering and broader marketing, we

are significantly increasing our ability

to help people make these everyday

travel choices.

While helping to drive faster growth,

increasing customer lifetime value

is also improving our customer

economics, allowing us in turn to

invest more in product innovation and

customer acquisition.

Our key focus is to strengthen demand

by deploying our marketing playbook.

We have built a strong brand,

particularly in the UK, and are growing

consumer awareness in Europe. The

headroom for Trainline to grow across

our core markets remains significant.

We continue to deploy our

marketing playbook in order to drive

customer acquisition, encouraging

more customers to choose more

environmentally sustainable modes

of transport.

Trainline Solutions (‘TS’) is playing a key

role in providing reach and scale to rail

operators and for travel sellers.

Our solutions for Carrier IT, Distribution

and Businesses offer further and

significant growth headroom for

Trainline. We remain focused on

increasing demand from our existing

accounts and winning new accounts in

all three areas.

Enhance the

customer

experience

Build

demand

Increase

customer

lifetime value

Grow

Trainline

Solutions

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Strategic

Report

Strategy in Action

Enhance the customer experience

UK:

We have launched an improved price prediction feature, leveraging predictive analytics to

communicate to customers when advance fare rises will happen and how many tickets are

likely to be left at the prevailing price. We improved our Ticket Alerts functionality, which flags to

customers when tickets become available for their chosen route at the cheapest price. Our SplitSave

proposition is now better than ever, and the number of routes where SplitSave is available is now

above 80%, with an advertised average saving of £13 per trip. With growing carrier competition to

incumbent carriers from open access operators like Lumo, we have enhanced our fare presentation

so customers can easily compare times and fares.

Our investment in customer experience is helping shift more people to digital channels. Industry

sales through online channels grew to 55%, up from 53% in the prior year. Within that, Industry

eticket sales increased to 47% in FY2024, up from 43% in FY2023. However, there remains

considerable headroom for growth. Tickets bought offline represented around £3 billion of total

ticket sales in FY2024, most of which are estimated to be short-distance and commute journeys.

Trainline has continued to prime its mobile App to better serve those customers, including the

launch of Best Price Guarantee, refunding the difference if a customer finds the same on-the-day

ticket cheaper elsewhere. We also continued to scale digital season tickets, with our digital season

customers exhibiting more than double the retention levels of our overall customer base in the UK.

This has helped Trainline to grow its share of commuter segment to 23%, from 10% pre-COVID.

Commuter segment share

23%

Trainline’s share of commuter

segment increased to 23%,

from 10% pre-COVID

Eticket penetration

47%

Etickets as a percentage of total

industry sales increased from 43%

in FY2023 to 47%

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Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

1. Geographical split of growth in net ticket

sales within International Consumer

based upon carrier location.

Strategy in Action

continued

Europe:

Trainline is positioning itself as the aggregator of choice in Europe, deeply integrating with the

different carrier APIs while localising features within the App.

We recently overhauled our fare presentation within our mobile App, providing clear and simple

information about each carrier and carriage class respectively. This helps customers compare

choices, particularly on routes with more than one carrier. We also launched Best Price Guarantee

in Italy, Spain and France, where we promise to refund the difference if a customer finds the same

ticket cheaper elsewhere.

In Spain, we have launched TopCombo, a new product proposition that allows customers to

seamlessly stitch together different carriers for multi-leg and return journeys. This helps customers

optimise the booking for price and convenience, while also increasing the opportunity for new

entrant carriers to grow market share. In Italy, we launched auto-applied promo codes, which finds

and automatically applies discounts for customers. We have also made it easier for foreign travel

customers to upgrade to first class within the booking flow.

Trainline’s top routes

3/10

Spain and Italy growth

+43%

23

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Annual Report & Accounts 2024

Financial

Statements

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Governance

Strategic

Report

Build demand

UK:

We continued to build demand for our products and services, helping drive up active customers by 13% YoY. Under our “great journeys

start with Trainline” brand campaign, we continue to tell customers how they can save 35% on average when booking a journey

through Trainline. This included a new “Spliticus” campaign, highlighting to customers how they can save £13 per trip through Splitsave.

The messaging also highlighted the convenience of digital ticketing, including digital season tickets, focusing on regions where digital

season tickets have been enabled.

Separately, our viral “Trainline Wrapped” campaign gave every customer a personalised view of their sustainability journey, along

with a clear and measurable understanding of the impact of their travel choices on the environment. This served to highlight the

environmental benefits of rail travel, reflecting our core purpose to encourage greener travel choices.

Europe:

We made strong headway growing consumer awareness in Italy and Spain, with consumer awareness more than doubling since we

launched brand campaigns in both respective markets. In Italy, prompted brand awareness has increased from 19% to 40% in 24 months,

following the launch of our first nationwide brand campaign in spring 2022. In Spain, prompted brand awareness has increased from 8%

to 21% in 18 months, following the launch of our Spanish brand campaign in summer 2022. This has helped drive strong growth in App

downloads in Europe, and in Italy we became the second most downloaded travel app after Booking.com.

Web sales growth slowed during the year, with the impact most pronounced in foreign travel. There was more competition from carriers

within keyword auctions following a relatively benign period last year. In addition, there were changes in the presentation of search engine

results, with Google now including trains within its travel module. We have somewhat mitigated this impact over the last six months by

scaling our presence in the travel module to around 3,000 routes across our core markets in Europe.

Active customer

growth

+13%

Active customer growth in the UK

up 13% YoY

Brand awareness

>2x

Consumer awareness in Spain

and Italy more than doubled in

c.18-24 months

Strategy in Action

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Increase customer lifetime value

UK:

As we continue growing our customer base, we are also increasing the frequency with which those customers transact with us.

Monthly active customer transaction frequency has increased to 2.8x a month, from 2.4x in FY2022 and 2.6x in FY2023. This reflects our

focus on commute and short-distance travel, with on-the-day bookings now making up 66% of all UK Consumer transactions (58% in

FY2022; 62% in FY2023). In addition, our 4.9* rated mobile App now represents 91% of our overall transactions in the UK, with new App

customers transacting c.1.5 times more often than Web customers.

Having significantly scaled net ticket sales over the past few years, we are nurturing ancillary revenue streams to drive faster revenue

growth. We are leveraging partnerships with the likes of Booking.com (hotels), Just Park (parking), and Karhoo (taxis). In addition, we

launched a new Flexcover insurance product that allows customers to cancel plans for any reason and get fully refunded. Finally, we are

beginning to enhance native advert placements within our sales channels to optimise advertising revenues.

Europe:

As we position our mobile App as the aggregator in markets with carrier competition, we are deepening our relationship with our

customers. A key example has been our success in encouraging more customers to download and use our mobile App, given its

superior user experience and transaction frequency benefits. 62% of customer transactions came through our mobile App in FY2024.

This is particularly the case in Italy, where we have become the second most downloaded travel app. Our App share of overall

transactions increased to 73%, up from 62% a year ago and 51% two years ago. Given App customers transact almost three times more

often than Web customers in Italy, this has helped increase overall transaction frequency. On average, our monthly active customers in

Italy now transact 2.2 times per month (FY2023 2.1x, FY2022: 1.9x).

While positioning ourselves as

the

aggregator, we are placing greater focus on monetisation. This includes growing foreign travel

sales, which generate a double-digit revenue take rate, and introducing ancillary products into the booking flow, including hotels in

partnership with Booking.com. This has helped grow the underlying revenue we generate from ticket sales from 6.4% to 6.6%.

Transactions

through our

mobile App

62%

62% of international customer

transactions came through our

mobile App in FY2024

On-the-day

transactions

On-the-day bookings now 66%

of all UK Consumer transactions

Strategy in Action

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Financial

Statements

Corporate

Governance

Strategic

Report

Grow Trainline Solutions

Trainline Solutions is playing

a key role in providing reach

and scale to rail operators

and other travel sellers.

We have taken further

steps to support our travel

partners, leveraging the

strength of Platform One, our

single global tech platform.

Trainline Partner solutions

Platform One: harnessing the power

of advanced ML and AI

Within Platform One, we are harnessing advanced

machine learning within the platform to deliver data-

driven features and enhanced personalisation. This year,

we set up an internal AI Labs team to develop our own

proprietary AI Models. Building on Trainline’s unique data

opportunity, the aim is to use generative AI to solve more

complex problems, in turn creating smarter and more

personalised experiences across the whole user journey.

We are taking a privacy-first approach, experimenting with

in-production large language models (LLMs) within our

own domain, rather than feeding our proprietary data into

external LLMs.

Carrier IT solutions

We are actively engaging in several

new tender processes from carriers

for online retailing solutions. This

follows the UK Government’s

cancellation of plans in December

2023 to create its own centralised

retail app and website, originally

intended to replace the rail carriers’

online retailing channels. In addition,

we recently added more customer

experience features for white label

carrier partners, including push

notifications and bike reservations.

B2B distribution

B2B distribution continued to see

strong growth in the UK and Europe

with 30 contract signings achieved,

the most notable including BCD and

the renewal of Navan/Reed & Mackay.

The first major Online Booking Tool,

Concur, went live on the Global API in

the UK.

Trainline Business

We recently integrated our business

travel tool within the Consumer App,

which will allow customers to book

business travel in the same seamless

way they already do for leisure and

commuter travel. The integrated tool

allows customers to easily switch

between their personal and business

accounts while keeping their

bookings separate.

Strategy in Action

26

Trainline plc

Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

FY2022

(0.8)

FY2024

12.3

FY2023

7.7

FY2022

FY2024

7.3

(2.5)

FY2023

4.5

39

FY2024

122

FY2023

86

FY2022

FY2024

397

FY2023

327

FY2022

189

2,520

FY2024

5,295

FY2023

4,323

FY2022

Key Performance Indicators

We use the following

financial and

non-financial KPIs to

measure the strategic

performance of our

business.

Net ticket sales

(£m)

Revenue (£m)

Adjusted EBITDA

(£m)

Adjusted basic earnings

per share

(p)

Basic earnings

per share (p)

27

Trainline plc

Annual Report & Accounts 2024

Financial

Statements

Corporate

Governance

Strategic

Report

FY2022

FY2024

56

FY2023

28

(10)

FY2022

40

FY2024

47

FY2023

43

0.5

FY2024

FY2023

1.2

FY2023

2.3

FY2024

91

FY2023

87

FY2022

84

FY2024

62

FY2023

54

FY2022

49

FY2023

FY2024

91

FY2022

166

8

Operating profit/(loss) (£m)

Key Performance Indicators

continued

We use the following financial and non-financial KPIs to

measure the strategic performance of our business.

Operating free cash flow

(£m)

Leverage ratio

UK industry eticket penetration (%)

App share of transactions – International (%)

App share of transactions – UK (%)

28

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Annual Report & Accounts 2024

Financial

Statements

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Report

CFO’s financial highlights

Record operating

performance

Group overview

Group net ticket sales increased to £5.3 billion, 22% higher YoY, at the top end

of our previously stated guidance range of 17% to 22%. The drivers of net ticket

sales growth are provided for each business unit below.

Increased net ticket sales helped Group revenue grow 21% to £397 million,

above Trainline’s previously guided range of between 15% to 20%. Gross profit

also grew by 21% to £305 million.

Adjusted EBITDA increased £36 million or 42% YoY to £122 million, outpacing

net ticket sales and revenue growth given the benefit of operating leverage

in both marketing and people-related costs. Adjusted EBITDA was 2.31% of

net ticket sales, exceeding our previously stated guidance range of 2.15% to

2.25%, which primarily reflected better than expected revenue growth and

cost discipline.

UK Consumer

Net ticket sales were £3.5 billion, 23% higher YoY. This reflected continued rail

market recovery, as well as the industry experiencing fewer strikes than in

the prior year (25 strike days

1

in FY2024 vs 30 in FY2023), which were also less

severe in their impact (estimated gross ticket sales impact per strike day of c.£4

million in FY2024 vs £5-6 million in FY2023).

Net ticket sales growth also reflected more people switching to digital tickets –

with industry eticket penetration at 47% of ticket sales in FY2024, up from 43%

in FY2023 – while long-distance and leisure travel remained strong.

1.

Strike days include planned strike days that were cancelled only shortly beforehand, and

therefore still resulted in significant industry disruption.

Net ticket sales

£5.3bn

Adjusted EBITDA

£122m

Basic earnings

per share

7.3p

Revenue

£397m

I am pleased with the

momentum we are

building as we report

record operating

performance and

remain hugely excited

about the growth

opportunity ahead.”

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Financial

Statements

Corporate

Governance

Strategic

Report

CFO’s financial highlights

continued

UK Consumer cont.

Revenue grew 21% YoY to £209 million. This was slightly

slower than net ticket sales given faster growth in

commuter and on-the-day travel, which generate relatively

lower rates of revenue than longer-distance travel,

partly offset by our increased focus on non-commission

revenue generation.

Gross profit grew 19% to £145 million. Adjusted EBITDA of

£86 million was £14 million higher than in the prior year.

International Consumer

Net ticket sales were £1.0 billion, 14% higher YoY.

Growth was led by Spain and Italy, markets where carrier

competition is most widespread, with combined net

ticket sales up 43% YoY as Trainline positions itself as the

aggregator of choice. Combined net ticket sales across

France and Germany grew 3% YoY, reflecting Trainline’s

decision to pause brand marketing in France until the

arrival of more widespread carrier competition. Germany

remains a small part of the portfolio today and unattractive

from an investment perspective until we see improved

commercial terms and the arrival of carrier competition.

Growth was led by Trainline’s mobile App, which now

makes up 62% of transactions in International Consumer

(FY2023: 53%), while Web sales growth was tempered by

changes to the presentation of search engine results, as

outlined in Trainline’s Half-Year results in November.

Revenue was £53 million, growing 17% YoY. Revenue

growth outpaced net ticket sales, driven by higher non-

commission revenues and further growth in foreign travel

sales. Foreign travel sales generate higher revenue as a

percentage of net ticket sales than domestic travel.

Gross profit increased 19% to £36 million. Adjusted

EBITDA loss reduced to £(17) million (vs £(22) million last

year). Adjusted EBITDA on a pre-internal transaction fee

basis was £(1) million (vs £(9) million last year), in line

with previously stated guidance that it would approach

breakeven in FY2024.

Trainline Solutions

Net ticket sales were £785 million, 31% higher than prior

year, with a strong performance from IT Carrier Solutions

and business travel in the UK industry continuing to

recover from a lower base.

Revenue increased by 23% YoY to £135 million. Most of the

revenue related to an internal transaction fee paid by UK

Consumer and International Consumer.

Gross profit was £124 million, 24% higher YoY. Adjusted

EBITDA was £53 million, £16 million higher YoY.

FY2024 £m

FY2023 £m

Change from PY %

Net ticket sales

UK Consumer

3,469

2,811

+23%

International Consumer

1,041

915

+14%

Trainline Solutions

785

597

+31%

Total Group

5,295

4,323

+22%

Revenue

UK Consumer

209

172

+21%

International Consumer

53

45

+17%

Trainline Solutions

135

110

+23%

Total Group

397

327

+21%

UK Consumer

145

122

+19%

International Consumer

36

30

+19%

Trainline Solutions

124

100

+24%

Total Group

305

252

+21%

Adjusted EBITDA

Operating (loss)/profit

56

28

+28

Operating profit

The Group reported operating profit of £56 million, up

£28 million or 101%. Operating profit included:

Depreciation and amortisation charges of £42 million,

in line with prior year (FY2023: £41 million)

Share-based payment charges of £23 million, reflecting

the costs of our all-employee share incentive plan

(FY2023: £17 million)

Exceptional items of £2 million in relation to business

restructuring costs (no exceptional items in FY2023)

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Financial

Statements

Corporate

Governance

Strategic

Report

Statement of financial position

FY2024 £m

FY2023 £m

Change from PY %

Non-current assets

532

536

(1)%

Cash and cash equivalents

91

57

59%

Other current assets

60

60

0%

Current liabilities

(223)

(213)

5%

Non-current liabilities

(148)

(150)

(1)%

Net assets & total equity

312

291

7%

Profit after tax

Profit after tax was £34 million, up £13 million or 60%

year on year. Profit after tax reflected operating profit

of £56 million, net finance charges of £7 million, and a

tax charge of £14 million. The effective tax rate of 29%

was above the UK corporation tax rate primarily due to

losses in overseas entities that are not recognised for

deferred tax.

Earnings per share (EPS)

Adjusted basic earnings per share was 12.3 pence vs

7.7 pence in FY2023. Adjusted basic earnings per share

adjusts for exceptional one-off items in the period,

any gains on the repurchase of convertible bonds,

amortisation of acquired intangibles, and share-based

payment charges, together with the tax impact of

these items.

Basic earnings per share was 7.3 pence versus 4.5 pence

in FY2023.

Outlook for FY2025

We continue to enjoy significant growth opportunities,

including increasing eticket penetration in the UK and

new entrant competition increasing the need for a market

aggregator for European rail.

Following a positive start to the year, in FY2025 Trainline

expects to generate:

•

Net ticket sales YoY growth of between +8% and +12%

•

Revenue YoY growth of between +7% and +11%

•

Adjusted EBITDA of between 2.4% and 2.5% of net

ticket sales

Our growth expectations are despite headwinds from

ongoing industrial action in the UK, as well as Transport

for London (TfL’s) planned expansion of their contactless

travel zone to a further 53 stations in FY2025.

Total net assets at the end of FY2024 were £312 million,

an increase from £291 million in FY2023.

Net current liabilities decreased to £(72) million from £(95)

million in FY2023. The decrease was predominantly due to

positive cash generation, partially offset by an increase in

trade creditors which was largely impacted by the timing

of payments in February 2024.

Non-current liabilities remained relatively flat at

£(148) million compared to £(150) million in FY2023.

Net debt was £64 million at the end of February 2024,

down from £100 million in February 2023. The Group’s

leverage ratio was 0.5x adjusted EBITDA (Feb 23: 1.2x;

Feb 22: 2.3x). The reduction in net debt primarily reflected

the generation of positive operating free cash flow in

FY2024, partly offset by £28 million of share repurchases

as at the end of February 2024.

Cash flow

Operating free cash flow was £91 million, up £83 million

year on year. Operating free cash flow included adjusted

EBITDA of £122 million and a working capital inflow of £10

million, reflecting Trainline’s negative working capital cycle.

This was partly offset by capital expenditure of £41 million,

reflecting ongoing investment in product and technology.

Peter Wood

Chief Financial Officer

3 May 2024

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Principal risks heat map

Moderate

significance

High

significance

Major

significance

Key

Regulatory and political environment

Market shock/economic disruption

Technology operations

and security

Competitive landscape

People

Compliance

Supply and partnerships

Principal risks and uncertainties

Our risk management framework

Roles and responsibilities

Oversight and governance

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Principal risks and uncertainties

continued

Risk appetite

Risk appetite measures how much risk exposure the

organisation is willing to accept. We have defined risk

appetite levels in our ERM framework, which helps us make

more informed decisions by consistently targeting priority

areas across our risk landscape. Our risk appetite sits across

a 5-level scale, namely ‘Averse’, ‘Minimalist’, ‘Cautious’,

‘Open’ and ‘Hungry’. The selected level of risk appetite helps

define and drive our risk mitigating actions and timelines.

We have risk appetite thresholds in place for each of our

principal risks and we proactively review and monitor these

as part of our risk workshops and review processes. As a

fast-growing technology business with an international

growth strategy, the Group recognises that our prudent

approach to compliance and regulatory risks must be

carefully balanced with our more ambitious commercial

and technology objectives.

Our risk appetite is outlined in our Risk Policy and is

formally approved by the Board annually.

Risk assurance

Our risk assurance process is based on the ‘Three Lines

of Defence’ model. This governance model describes

and defines ownership and accountability of how various

business functions within Trainline work together to

proactively manage risks. Day-to-day responsibility for risk

management lies with functional Risk and Control Owners.

The relevant management teams and risk committees

provide second line guidance, oversight, and challenge within

the risk management process. Group Internal Audit delivers

risk-based audits in the third line to provide independent

assurance on the effectiveness of mitigating controls.

Our enterprise risks are formally assessed bi-annually as

part of dedicated risk workshops held with responsible Risk

and Control Owners across the business. These Risk and

Control Owners are leaders within functional teams with

management and budgetary oversight. The risk workshops

provide challenge and validation to the completeness of

functional risks and if these are assessed and scored in line

with the ERM framework.

Risks are mapped to one of the Group’s seven Principal

Risks, which allows for the aggregation of the risk scores and

enables an initial, quantitative review of the risk landscape.

We have a dedicated governance, risk and compliance

software tool in place, where all risks are logged, scored,

assessed and reported on.

The IRC meets on a bi-annual basis to evaluate the

consolidated results from the risk workshops. The IRC is

chaired by the Group’s CFO and is composed of senior risk

owners with direct oversight of the Group’s seven Principal

Risks. The IRC is tasked to review, calibrate and map out

the Group’s risk landscape and may also provide additional

improvement opportunities for risk management practices.

The IRC also proactively reviews and discusses emerging

risks. The Group Head of Risk and Internal Audit serves as

the secretary of the IRC.

The Audit and Risk Committee runs quarterly risk “deep

dives” as part of which each of our Principal Risks is

specifically reviewed and discussed with the key Risk and

Control Owner. These “deep dives” provide the Audit and

Risk Committee with a more in-depth view of the existing

and planned mitigating actions around our Principal Risks.

The Board formally reviews the consolidated risk landscape.

Emerging risks

Other than Trainline’s Principal Risks, the Board also considers

potential emerging risks and their impact on our operations.

As per our risk management framework, we define emerging

risks as uncertainties that may materialise over the next 12

to 18-month time horizon. Such risks are inherently difficult

to quantify, but as part of our functional risk workshops and

horizon-scanning activities at the IRC, the following areas of

potential longer-term uncertainties were identified:

•

As privacy concerns increase and corresponding

legislation around the use of Artificial Intelligence

(‘AI’) matures across the EU and the UK, we may face

additional compliance and regulatory headwinds. As

a mitigation, we now have an AI Lab in place tasked

with assessing our responses to these emerging

challenges. As in many other industries, the medium

to longer-term disruptive impact of AI on the online

retail sector remains uncertain and difficult to predict.

As AI-enabled tools may affect how our customers

search for, plan and book their rail travel, we will

continue to invest in our engineering expertise

and partner relationships to stay abreast of this

emerging area.

•

Though we believe the Group is well positioned to take

advantage of the increased push for sustainable travel,

there are potential longer-term uncertainties around the

climate-related legislative agenda. Further information

on climate-related risks is available on pages 46 to 49.

Risk appetite

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Key

Link to strategic

growth priorities:

1. Regulatory and political environment

Status:

In December 2023, the Secretary of State for Transport withdrew the proposal to create a new Great British Railways (GBR) ticket retailing website and app. With a General Election

expected in the UK during FY2025, there will be continued uncertainty in overall national rail strategy and policy. In April 2024, the Labour Party launched their rail policy at an event held at

Trainline’s London offices. Labour outlined plans to bring private rail operators back under public ownership over time and create a centralised body, Great British Railways. However they have

confirmed to Trainline that they have no plans to revive the current Government’s previous proposal for a national retailing website and app. In parallel, EU Parliamentary elections will take

place in June 2024 and subsequently a new Commission will be formed with regulatory developments expected later in the year. In European Member States over the past year, there have been

positive developments with continued liberalisation and favourable decisions by EU legislative bodies as well as Member State competition authorities.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

Trainline’s operations could be affected by policy

Trainline recognises the importance of developing strong and effective

relationships with governments and rail industry partners. The Corporate

Affairs team proactively engages with UK and EU national governments,

institutions and carrier partners as part of a structured programme of

stakeholder engagement. As part of this engagement, we have interacted

with and hosted various political parties. Most recently, our office location

was chosen by Labour to publicly announce their strategic vision for rail, and

as part of this, Trainline’s innovative solutions and the value and choice we

deliver for customers were consistently highlighted.

As part of growing business in the European markets, we have also been

proactively engaging with key stakeholders at European Union institutions

and Member State levels. We have also maintained in-house regulatory

expertise in key locations. For more information on our regulatory landscape,

see page 11.

Our engagement is coordinated with our overall communication and brand

positioning to present a coherent message to our audiences and industry

stakeholders. Our award-winning sustainability awareness campaign, ‘I

Came By Train’, which launched in FY2023 and further expanded throughout

FY2024, has been positively welcomed by rail and government stakeholders.

We also continue to network, organise and sponsor industry events and

knowledge-sharing e.g. our proprietary data insights. Through doing this,

we ensure that Trainline’s external operating environment remains as

supportive as possible of our ambitions.

with key industry partners and

government representatives

with monitoring of sentiment

shifts. Our regulatory team in

the EU follows our engagement

framework and approach

developed in the UK

By utilising systematic monitoring

processes and in close

cooperation with our in-country

legal advisers in the EU, we track

changes to laws and regulations

across key geographies in which

We undertake comprehensive

risk analysis and modelling,

both in-house and through

specialist consultancies

We monitor public sentiment and

trends via polling, focus groups

and other methods

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Key

2. Market shock and economic disruption

Status:

Though inflationary and interest rate pressures have begun to ease as compared to prior periods across our principal markets in the EU and the UK, the ongoing geopolitical

uncertainties and cost-of-living crisis may continue to negatively impact the rail industry, the travelling public and consequently our financial performance. Whilst strike activity across

our major markets has lessened during the year, a return of potential disruptions within the rail industry may have a direct impact on our results.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

Though Trainline is not significantly exposed to

inflation and interest spikes directly, adverse

economic conditions may impact the spending

power of our customers and may therefore affect

our financial results.

Significant geopolitical events or disruptions in

our markets (e.g., rail strikes) could damage our

operational results and profitability.

Our Executive Team continues to closely monitor and assess the

potential impact of geopolitical trends and macroeconomic pressures

on the business. Detailed and timely metrics are in place around

customer and corporate travel spend and trends.

We conduct detailed and careful analysis and modelling of cash

balances and debt levels to ensure Trainline’s liquidity, access to

financial facilities and sustainable business operations all support

our long-term growth. As part of our robust strategic planning and

budgeting cycles, we continue to monitor and strengthen our balance

sheet to improve resilience.

We have fully tested “strike playbooks” for each of our key markets

which include cross-functional responses by our customer services

teams and our Executive Team.

Trainline has a large and diverse portfolio of investors, banks and

advisers, allowing us to maintain access to global capital markets

and funding.

Daily tracking of passenger

numbers and sales trends

Monitoring of financial and

investment markets

Investor engagement

Engagement with banking and

financing partners

Monitoring of our credit rating

Analysis of industry, economic

and financial drivers

Balance sheet reviews

and analytics

Close engagement with

rail industry regulators and

contacts in all key markets

where we operate to anticipate

strike action

Increase

No change

Decrease

Enhancing the

customer experience

Increase customer

lifetime value

Growing Trainline

Partner Solutions

Build demand

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Link to strategic

growth priorities:

3. Technology operations and security

Status:

As an online retailing platform, our operations depend on the uptime, availability and security of our technology infrastructure, systems and key third-party relationships.

Though Trainline has always faced a level of security vulnerabilities, over the past year, an increase in the number and sophistication of denial-of-service attacks by state-sponsored

actors has been widely reported. Though we continue to successfully contain these threats, there is an increased risk around potential cyber events across industries deemed to be of

strategic interest and importance in the UK. Potential security events may result in disruptions to our systems and services and could significantly impact our business, financial results

and reputation.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

As an online retailing platform, our operations

depend on the uptime, availability and security of our

technology infrastructure and systems. Significant

disruptions to our products and services, including

potential security incidents, could significantly impact

our financial results and reputation.

As we work closely with key third-party technology

service providers, a potential failure or outage at

these providers may reverberate across our systems

infrastructure and product portfolio.

Any potential loss or compromise of our critical

customer data may also lead to significant

financial penalties, and a loss of employee and

customer confidence.

Our Infrastructure and Operations teams have a formal Major Incident

Management framework in place, including an ‘on-call’ rota to provide

continuous monitoring coverage over our key systems, infrastructure,

and mission-critical processes. Our ‘Cloud First’ strategy helps mitigate

this risk by enabling seamless cut-over between third-party cloud

service locations.

Our Infrastructure and Operations teams, jointly with our Security

practice, continue to regularly review critical third-party technology

providers to assess service levels, resilience and security.

The Group’s cross-functional Security and Privacy Steering Committee

regularly reviews and monitors existing and emerging security threats

as well as our current mitigation strategies. This Committee, including

our Data Privacy Officer (‘DPO’), also discusses privacy matters to

confirm that we continue to adhere to data privacy regulations across

our markets.

In FY2024, we refreshed our compliance training framework, with key

focus on information and cybersecurity as well as privacy topics. All

existing and new Trainline employees are required to complete relevant

e-learning around cybersecurity and privacy-related topics. The security

and privacy teams, led by the Chief Information Security Officer (‘CISO’)

provide additional periodic, targeted training.

Trainline is certified PCI Level 1 compliant. In FY2024, we successfully

re-certified for the ISO 22301 and obtained the ISO 27001 accreditation

for the business. These international standards around business

resilience and information systems management, respectively, require

us to continuously monitor, review and improve the relevant controls

and processes.

For more information on our technology, see pages 16 and 17.

On-call technical teams as

part of the Major Incident

Management framework

providing 24/7 monitoring

Regular, independent

review of detection and

prevention systems/process

operating effectiveness and

remedial activity

Our dedicated Data Privacy

team works across the

business to continue to

monitor and advise on the

use and treatment of personal

Annual targeted threat and

vulnerability assessments and

monitoring by cross-functional,

executive-level committees

Scenario tests and crisis

simulation workshops

with senior executive and

leadership teams

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4. Competitive landscape

Status:

There is an increasingly competitive online travel environment as existing travel service providers continuously improve and market their offerings together with new

technologies. Ongoing changes to search engine results presentation have required close monitoring and strategy adaptation to mitigate impact across acquisition channels.

We continue to expand our footprint in Spain and Italy, enhancing our localisation, branding strategies and product offering to enable us to compete in these focus markets.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

As we operate in the fast-moving technology sector, we

are faced with new and emerging technologies as well

as new entrants in our markets.

As part of our international expansion in Europe, we

undertake targeted branding and marketing activities

to acquire customers. If these campaigns were to be

unsuccessful, our long-term expansion and growth

strategy may be at risk.

Failure to ensure that our technology and user

experience meet the needs of our customers and

that Trainline’s offering remains ahead of competitor

products could have an adverse impact on our results.

Our leadership team, our exceptional team of c.500 engineers, data

and technology specialists, strong industry networks and agile way of

working help ensure that we remain innovative.

We undertake regular customer, market and competitor analyses to

identify and assess potential competitive threats and opportunities. We

continue to closely monitor new entrants into our markets to proactively

counter competitive threats and aggressive marketing campaigns.

We have a robust and well-defined product strategy and roadmap in

place. We have been continuing the development and trial of Pay-As-

You-Go (PAYG) solutions and have plans in place to launch contactless

ticketing capabilities within our mobile App in the UK.

We have continued to expand our in-app customer offering with

enhanced partnerships, such as the arrangement with Booking.com.

Monitoring and analysis of

competitor behaviour and

industry landscape

Clearly defined performance

indicators to monitor customer

statistics and customer

lifetime value

Robust and data-driven

branding and marketing

programmes designed

to support strategic

objectives in the UK and new

European markets

Well-defined product strategy

Increase

No change

Decrease

Enhancing the

customer experience

Increase customer

lifetime value

Growing Trainline

Partner Solutions

Build demand

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5. People

Status:

As a fast-growing technology business, attracting and retaining the best technology talent is a critical element of our strategy. Even though the technology talent market

remains competitive, our regretted attrition metric has continued to improve. We continue to review, benchmark and adjust our employee compensation and benefit packages to

ensure we remain an employer of choice in the technology sector.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

Trainline’s business depends on hiring and retaining

first-class talent in the highly competitive technology

industry. Inability to attract and retain critical skills and

capabilities could hinder our ability to deliver on our

strategic objectives.

We work hard to develop and sustain our highly collaborative, agile and

innovative culture, which incorporates the wellbeing and professional

development of team members across each geography/location.

We continue to build capabilities and grow our teams in our key

markets, in particular our Engineering, Data, Marketing, Industry and

Government Relations teams.

Organisational reviews are undertaken on a regular basis to ensure

that teams are built to succeed and that we remain competitive to retain

and attract talent. We continue to place a high priority on the mental

health and wellbeing of our People through our well-developed and

continuously improving wellbeing initiatives. We have also continued

to support the work of employee networks promoting diversity and

inclusion across Trainline.

In FY2024, we rolled out a dedicated career progression tool across the

business with the explicit objective to standardise and democratise our

internal promotions and mobility process.

The implementation and further upgrades of dedicated HR, recruitment

and talent and performance management systems enable us to more

proactively manage our relationship and engagement with potential

and current Trainliners.

For more information on our People and culture, please see pages 41 to

45, 55, 58 and 63.

We conduct regular employee

engagement surveys (‘Have

Your Say’), and monitor and act

on employee feedback. Overall

results and action plans are

formally presented at company

All-Hands for full visibility

and transparency

Regretted attrition

Annual benchmarking of

compensation across peer and

industry groups

Increase

No change

Decrease

Enhancing the

customer experience

Increase customer

lifetime value

Growing Trainline

Partner Solutions

Build demand

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6. Compliance

Status:

The Group has maintained its focus on compliance and has continued to recruit, train and deploy legal professionals in our key markets in the UK and the EU. We have

continued to proactively provide relevant compliance training and refreshers to Trainliners.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

The Group works within various licence terms and with

licensing bodies and regulatory structures in order that

it may retail rail and coach tickets to customers across

the world.

Should Trainline not comply with licences, legislation,

regulatory requirements or other such frameworks,

this could affect the Group’s ability to conduct business

operations and its reputation with customers.

We take a comprehensive and robust approach to compliance. We

have dedicated staff in place, who help to track and monitor legal,

contractual and regulatory compliance requirements in each market

where we operate.

In FY2024, we implemented and rolled out an enhanced compliance

training tool to propagate regulatory and compliance messaging and

training to all Trainliners. This includes information security, privacy

and data, as well as anti-bribery type mandatory training courses.

We also run annual refresher trainings to reinforce our commitment

to compliance.

We operate a whistleblowing policy, whereby any Trainline employee

can quickly and confidentially raise concerns and feedback through an

anonymous third-party hotline/email. All reported cases are formally

investigated and reported on to Trainline’s Audit and Risk Committee.

Trainline is committed to being a responsible taxpayer acting in

a transparent manner. Our detailed tax strategy includes further

transparency on our approach to risk management, compliance and

governance, as approved by the Board.

Under our licence obligations and other regulatory requirements, we

are subject to regular or ad hoc third-party compliance reviews. The

results of these reviews are formally communicated to the Audit and

Risk Committee.

Regular assessment of

laws and regulations across

key geographies in which

Monitoring of customer,

industry and Board concerns

Formal review and

assessment of whistleblowing

cases received

Monitoring of employee

compliance training statistics

Increase

No change

Decrease

Enhancing the

customer experience

Increase customer

lifetime value

Growing Trainline

Partner Solutions

Build demand

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Key

7. Supply and partnerships

Status:

The successful execution of our strategy is reliant upon retaining existing licences and commercial agreements with our rail and coach operating partners and continuing

to add new carriers to our network. The recent favourable regulatory decisions in the EU to enforce the parity and uniformity of access to carrier data have lessened our overall risk

exposure and are likely to improve our commercial prospects in those markets. We are closely monitoring and engaging with key stakeholders on the emergence of new ticketing

initiatives, meant to encourage and simplify rail travel, to ensure we are well placed to partake in these opportunities as they arise.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

Trainline retails rail and coach tickets across many

countries and to customers across the world. We

therefore rely on secure, reliable and timely data from

our rail and coach carrier partners for all fares and

ticket types.

A unilateral termination or amendment by a rail or

coach carrier of the contractual and licence terms,

including a significant reduction in our commissions

or the availability of timely carrier data, would have a

material impact on our operations and financial results.

We have dedicated senior carrier relationship teams in place in the UK

and the EU, who are closely engaged with our rail and coach operating

partners across all geographies in which we operate.

In cooperation with our Regulatory teams, we work closely with key

governmental, trade and rail industry bodies across our key markets to

help facilitate our access to carrier data. For more information on our

regulatory landscape, see page 11.

Governments in the UK and the EU are trialling various ticketing

schemes to encourage rail travel. In coordination with our

Government Relations teams, we remain closely engaged with key

governmental stakeholders as well as our supply partners in the

markets potentially impacted by these developments.

In France, we have recently joined forces with other independent rail

distributors to create “ADN Mobilités”, an association for independent

rail distributors to continue to lobby for better conditions and a level

playing field in the sector.

Long-standing relationships

with key rail industry

stakeholders and with our

carrier partners

Highly experienced Supply

teams in the UK and EU,

responsible for monitoring and

responding to the needs of our

partners, as well as identifying

new supply opportunities

Increase

No change

Decrease

Enhancing the

customer experience

Increase customer

lifetime value

Growing Trainline

Partner Solutions

Build demand

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Viability statement

Forecasting period

Three years was considered an appropriate assessment

period. The three-year period is aligned to the Group’s

annual strategic planning process. The base case reflects

the Group’s three-year plan, which includes the current

best estimate of outlook. The key assumptions in the

three-year plan which could be impacted by the principal

risks are: the rate of net ticket sales growth and the

associated revenue growth; the impact of further strikes

in the rail sector; and the level of cost required, including

capex, to meet sales and revenue forecasts.

How viability was considered

To assess the viability of the business, sensitivity scenarios

were modelled from the base case taking into consideration

the Group’s principal risks if they were to occur. This involved

flexing some of the key assumptions by downside changes,

incorporating severe but plausible downside scenarios

and quantifying the potential impact of one or more of the

principal risks crystallising over the assessment period. None

of the scenarios modelled include any mitigating actions.

The viability assessment considered whether the covenant

requirements, as disclosed in Note 1 to the Financial

Statements, would be met in all applicable periods.

In accordance with the requirements of the UK Corporate Governance

Code 2018, the Directors have assessed the long-term viability of the

Group and its ability to meet its liabilities over a three-year period.

The Directors carried out a robust assessment of the Group’s principal

and emerging risks as set out on pages 31 to 39 and the potential impact

of any of these risks on the long-term viability of the Group.

Scenario 1

•

Market-based sensitivity, based on a reduction of

15% of forecast EBITDA due to decreased sales

arising from the impact of a number of factors

such as train strikes and decreased consumer

spending power

Link to principal risks: all

Scenario 2

•

20% additional marketing spend with no upside in

sales/revenue

Link to principal risks: Market shock/economic

disruption; Technology operations and security;

Competitive landscape; Regulatory and political

environment; Supply and partnerships

Scenario 3

•

£10 million additional capex in each year with no

upside in sales/revenue

Link to principal risks: Technology operations

and security; People; Competitive landscape

Scenario 4

•

Data breach in FY2026, resulting in reduced

revenue, compliance fines and ongoing increased

IT security costs

Link to principal risks: Technology operations

and security; Compliance; Regulatory and

political environment

Conclusion

The Group is forecast to meet covenant requirements in all periods in which they are applicable under the base case

and under all scenarios considered. The Group has sufficient cash reserves to draw down on as needed, as well as the

RCF which has headroom to draw down further as at the date of signing of this Annual Report and Financial Statements.

The Board confirms that it has a reasonable expectation that the Group will be able to continue in operation and

meet its liabilities as they fall due over the next three years.

Sensitivities applied

The sensitivity scenarios applied were as follows:

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64%

36%

61%

39%

78%

22%

34%

66%

74%

26%

60%

40%

Our People and Culture

Our People are at the

heart

of our business

It’s our innovative team accomplishing brilliant things

every day that makes it simpler, easier and greener for

people to go on their journeys and see the world.

c.1,000

Employees

c.500

Engineers, data

and tech specialists

121

Promotions

c.55

Nationalities

Gender

Ethnicity

Junior Leadership

Senior Leadership

Male

Diversity at Trainline

Technical roles

All our People

Early Career Hire

Management Team

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Our People and Culture

continued

Mentoring has helped me build

more confidence in myself and in

my role as a Team Lead — I’ve learnt

tools that have helped me build

my communication, presentation

and delegation skills. I’ve now also

volunteered to be a Mentor so that

I can give back what I’ve learnt

from my Mentee journey.”

Rakesh Kumar –

Engineering Team Lead

We are proud of the bright minds that work here at Trainline, constantly

innovating, problem-solving and obsessing over making our customer

experience ever better. We celebrate new ideas and encourage our

People to stretch their minds, share their knowledge and be inspired.

Tech Summit

Through a series of talks, panels and workshops,

our teams shared their knowledge and experiences,

inspiring each other to grow professionally. The event

agenda also included ‘unconference’ sessions, giving

our People the opportunity to climb into the driving seat

and steer conversations around the things that matter

most to them, covering everything from technology

to career development.

Growth Month

We encourage all Trainliners to have a Growth Mindset

and continue their learning. In July we ran Growth Month,

a new initiative dedicated to personal development, where

Trainliners work with their manager to build a growth plan

that is focused on achieving their career ambitions.

Trainline Hackathon

Our Trainline Hackathon returned this year, with our

teams coming together over forty eight hours to work

on exciting ideas that could have a big impact for our

customers and Trainline.

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43

Growing a career

Providing rewarding career journeys is important to us

and we want to make sure all Trainliners can thrive, have

equal access to growth opportunities and achieve

their career goals.

Progression

During the year we launched Career Pathways and

transparent salary bands for all our teams, to provide

our People with the information they need to help them

progress. We’re excited to be a leader in the movement

towards pay transparency.

Access to learning

We introduced Personal Learning Budgets, giving every

Trainliner an annual allowance to spend on learning

that matters to them, as we know everyone is on a

different development journey. We also offer a carefully

curated catalogue of workshops for Trainliners to sign

up to, inspired by development areas identified during

Growth Month.

Our Mentor Me programme continues to be a success

with over 100 Trainliners being mentored this year. The

programme gives Trainliners access to a network of fellow

colleagues who are excited to share their knowledge and

expertise. It’s not only a great development opportunity,

but also a fantastic way to connect and build relationships.

I kicked off my journey at Trainline

a decade ago as a Developer. I was

dreaming of something different

than the expected next stop and

that role didn’t exist... yet! Fast

forward to this year and I’ve moved

into a role that’s like a tailor-made

fit for what I love the most.”

Sara Estrela –

Program Manager

Tech Talent

Internal mobility

We’re big on celebrating our amazing team and boosting

their careers. This year we promoted over 10% of our

workforce and made some improvements to the process

by bringing in robust panels and extra feedback loops.

We have also supported internal moves, including

numerous secondment opportunities, as well as a number

of relocations across our European offices.

High performance culture

We have continued to integrate Objectives and Key

Results (‘OKRs’) as our goal setting methodology, helping

our People and teams stay connected and aligned to our

business objectives. In turn this allows our People to track

how they are contributing to our success, increasing job

satisfaction and engagement, which is key to the execution

of our strategy.

Investing in our Technology teams

Supporting our thriving Tech community with events,

resources and tools to keep building world-class talent

is key. We’ve grown our partnerships with some of the

leading technology-focused capability platforms to ensure

we are building the cutting-edge skills required to keep

our teams at the forefront of developments in technology.

Own

it!

Our People and Culture

continued

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It’s super rewarding to see

the immediate impact of just

a day’s worth of work. This year I

volunteered at a renewable charity

in South Wales, helping with their

investment data migration.”

Kani Hinshelwood –

Lead Data Scientist & Green Network Co-Chair

Giving back

We’re passionate about giving back to communities and

empowering our Trainliners to do so too which is why

we’ve supported the following causes, amongst others,

during the year:

•

we’ve made donations to support those in desperate

need of help in Morocco, Libya, Turkey, Syria,

Israel and Gaza;

•

we donated to Rail Partners with Ukraine who

provide food packages to Ukrainian Rail workers and

their families;

•

we love seeing Trainliners take on challenges for

charity and this year have donated £5,000 through our

donation matching scheme;

•

our Edinburgh office partnered with Meraki Talent

to support local children from low socio-economic

backgrounds. In the summer they donated twenty eight

school bags, and as part of the festive season donated

seventy six Christmas presents; and

•

at our SummerFest event in June, we replaced

plastic prizes with charity donations, as chosen by

our Diversity Networks. In total we donated £10,000

between our four chosen charities: The Ocean Cleanup,

Scope, Gendered Intelligence and Minority Rights

Group International.

Do

good!

Sustainability

Reducing the environmental impact of our offices has

been a continued focus for us. To help support our

transition to a new flexible way of working, we made

some exciting upgrades to all our offices, with our

commitment to sustainability staying at the forefront

throughout, e.g. new phonebooths with insulation made

from over 1,000 recycled plastic bottles. We also partner

with suppliers who share our dedication to sustainability

and environmental consciousness.

Our sustainability-led purpose continues to be at the

forefront of regular communications with our People

and inspires our programme of sustainability-focused

events. Our Green Network help us champion our green

purpose and generate new ideas to help us build a more

sustainable workplace and culture.

This included our Do Good Week in December 2023, which

was dedicated to bringing our purpose to life internally

and putting our Do Good value into action to benefit

our local communities, through volunteering events

supporting refugees, diverse talent and unemployed

young people and adults.

As part of our journey to reduce our own carbon footprint,

we have our very own Trainline forest in the Bosawas

Biosphere Reserve in Nicaragua. Each time a new Trainliner

passes probation we plant a tree for them, with over 250

trees planted in 2023, so that each of us is having a positive,

direct and long-lasting impact on the environment.

Volunteering

All Trainliners can take one day a year outside of holiday

allowances to give back to a charity of their choice. This

year our employees supported charities such as the UN

Women UK’s Safe Space Now initiative, School of Hard

Knocks and lots of local schools and community centres.

Inspiring young talent

We welcomed our third cohort of apprentices into our

engineering teams as part of our continued relationship

with Multiverse, helping us kick-start careers for young

people from under-represented communities. From our

first cohort, we were pleased to celebrate three permanent

roles across our Tech and People teams this year, with our

additional apprentices on track to meet their goals.

This year we also began two new partnership with Circl

and Career Accelerator to help equip young people from

under-represented backgrounds with the information,

skills and mindset to achieve their career aspirations.

Our People and Culture

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Diversity and Inclusion

We know that having a diverse team fuels our success.

And when we say diverse, we mean it in all ways – gender,

ethnicity, sexuality, disability, nationality, and diversity

of thought. It’s what makes Trainline a place where

individuality is celebrated. We are committed to creating

workplaces where everyone belongs, is celebrated and their

differences are valued, creating an awesome employee and

customer experience.

Women in Technology

We’re on a mission to reduce the tech gender gap and this

year joined forces with SheCanCode to help us increase

diversity across our tech workforce. Through their platform

we’re able to engage with a niche target audience of women

in tech to help position us as an employer of choice. As well

as job postings, we also partner on events and this year

sponsored and attended their ‘SheCanCode Power Hack’.

We continue to be a signatory with Tech Talent Charter

as part of our commitment to diversifying the wider tech

industry and driving inclusion across the sector.

We’ve made changes to our recruitment processes to help

us hire more women into technology, including ‘Always

On’ female engineering hiring, double referral bonuses for

female engineers and gender decoding of job adverts.

And we have sponsored and attended both Karren

Brady’s Women in Business & Tech Expo where our Chief

Technology Officer, Milena Nikolic was a keynote speaker,

and Women of Silicon Roundabout.

Increasing diverse representation

This year we sponsored and exhibited at Black Tech Fest

and hosted a number of meet-up events at our offices

to bring communities together including Deengineers, a

community striving to bridge the gap between Muslims

and the tech industry, and Out in Tech who bring together

LGBTQ+ leaders.

Inclusive practices

We launched a new Menopause Policy which included

the launch of coaching sessions with our partner Parent

and Professional coaching. We also launched an internal

inclusive language guide and glossary, acting as a point

of reference for Trainliners to help identify appropriate

inclusive language.

We have significantly invested in our Family Friendly

offering over the last couple of years and are proud of

our offering. We also introduced added support for those

undergoing fertility treatment or parental bereavement.

Diversity Networks

Our Diversity Networks play a key role in our diversity and

inclusion agenda, empowering and supporting under-

represented groups, by providing a safe space to talk, a

place to come up with new ideas and a channel for voices to

be heard. A few highlights this year have been the launch of

I’m so proud of the achievements

of the Rainbow Train Network

this year advocating for and

shining a spotlight on our

LGBTQ+ colleagues.”

Neil Taylor –

Engineering Manager

our own Accessibility Podcast, Black History Month and our

first year at Pride London.

Making Trainline a great place to work

Investment in our workplaces

With more people coming back to our offices to connect

and collaborate, we invested in some major upgrades

across all our office locations, opening new offices in

Barcelona and Milan, upgrading desk set-up in the UK

and, with lots of new furniture and space creations to help

people do their best work. We also continue to offer free

breakfasts and soft drinks every day, plus lunches and

evening socials each month.

Compliance training

We launched a new approach to compliance training, to

make sure we’re protecting the business and ourselves

by staying cyber safe, legally compliant and inclusive. All

employees completed a series of online courses, including

diversity and inclusion, anti-bribery, whistleblowing,

information security, cybersecurity and privacy.

Mental Health & Wellbeing

We continue to prioritise the mental health and wellbeing

of our People, with an extensive support offering available.

We also provided training for an additional thirty-nine

Trainliners to become Mental Health First Aiders and

celebrated Wellbeing Week, which included activities such

as financial wellbeing talks, yoga, coffee mornings, puppy

therapy and more.

Travel

together

Our People and Culture

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Due to the nature of our business, Trainline has inherently

lower direct carbon emissions compared to other business

sectors with a significant proportion of our greenhouse

gas (‘GHG’) emissions arising from the use of third-party

cloud computing services and digital marketing. We have

limited ability to influence the emissions created by these

third parties but we actively engage with our largest

suppliers to encourage transparent emissions reporting

and the transition to renewable energy sources and we

welcome the progress being made by our suppliers in

achieving their carbon emission reduction targets. Whilst

the GHG emissions we have direct control over, from the

operation of our office spaces, are not substantial, we have

continued to take steps during the year to reduce them

and are developing plans to accelerate this reduction.

TCFD Compliance Statement

We have set out below our climate-related financial

disclosures and confirm that they are consistent with

all four themes and eleven recommended disclosures

from Section C of the Annex entitled ‘Implementing the

Recommendations of the Task Force on Climate-related

Financial Disclosures’, published in October 2021 by the

TCFD. We are in the process of independently assuring our

FY2024 Scope 1, 2 and 3 greenhouse gas inventory and

therefore are not able to disclose this at this time but we

intend to publish the independently assured data on our

investor relations site during FY2025.

Task Force on Climate-related

Financial Disclosures (‘TCFD’)

Reducing our carbon footprint

Office

We have continued to take steps to reduce the

environmental impact of our workplaces during the

year including:

•

carbon labelling in our offices to boost awareness and

understanding of the carbon footprint of different items;

•

using recycled and FSC-certified materials in our office

upgrades and recycling old office furniture, in doing

so saving 39,920kg of carbon and reducing waste to

landfill and incineration by 8,767kg; and

•

using 100% renewable electricity tariffs for our London

and Edinburgh offices.

Infrastructure

Our extensive use of cloud computing services is more

environmentally sustainable, up to five times more

energy efficient, according to Amazon Web Services, than

utilising equivalent on-premises data centres. We intend

to continue migrating to cloud computing services when

opportunities arise to do so.

People

We have educated our People in how to reduce their

environmental impact by welcoming inspirational guest

speakers to discuss sustainability, providing guidance and

knowledge via our learning and development platform

and giving them opportunities for direct action to benefit

the environment in our local communities.

We have structured this report in line with the four core themes and

the eleven recommended TCFD disclosures. In implementing the

TCFD framework we have provided a summary of the actions we

have taken to review the key risks and opportunities arising from

climate change and the transition to a lower-carbon economy and

their potential impacts on Trainline. Trainline is a supporter of TCFD.

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Governance

Our governance for climate-related risks and opportunities:

TCFD recommendation

How we apply the recommendation

Describe the Board’s

oversight of climate-related

risks and opportunities

The Board is ultimately responsible for Trainline’s strategy and approach

to climate-related risks and opportunities and is particularly focused

on the steps we can take to promote the sustainability of rail and the

implementation of the sustainability strategy.

During the year the Board received updates on the execution of our

sustainability strategy, the implementation of sustainability elements into

our products, and the progress made to leverage the opportunities arising

from the transition to a lower-carbon economy.

The Board also monitored Trainline’s climate-related risks, and the

continued importance of sustainability to our stakeholders and their

particular focuses.

Updates on these matters will continue to form part of the Board’s annual

agenda to enable it to monitor and oversee progress.

Describe management’s

role in assessing and

managing climate-related

risks and opportunities

The CEO is ultimately responsible for delivering Trainline’s sustainability

strategy and reports to the Board on sustainability matters.

The CEO is supported by the Sustainability Committee (the ‘Committee’)

which is responsible for developing and managing delivery of

the sustainability strategy and identifying climate-related risks

and opportunities.

The Committee includes members of teams that are crucial to the success

of the sustainability strategy. The Committee provides updates to the

Management Team via regular team meetings.

In turn, the Sustainability Delivery Group reports to the Committee and

is responsible for executing the sustainability strategy. The Sustainability

Delivery Group is made up of representatives from the teams executing the

sustainability strategy.

Strategy

Our governance for climate-related risks and opportunities:

TCFD recommendation

How we apply the recommendation

Describe the climate-related

risks and opportunities the

organisation has identified

over the short, medium and

long term

Transport is the largest emitting sector of GHG emissions in the UK and

the second largest in the EU. The transition to a lower-carbon economy will

require increasing use of rail and coach, which in turn provides opportunities

for Trainline over the short, medium and long term. Further information on

these opportunities is available on pages 18 and 19.

The Committee has identified and considered a number of climate-related

risks that are relevant to Trainline, in particular:

Short-term (0-5 years)

Policy and Legal: policies and legal requirements in relation to climate-

related matters continue to develop as the significance and need for

action grows. We operate in a lower-carbon-intense industry so we do

not currently expect related policy and legal changes to have a negative

material financial impact on Trainline (<1% of annual revenue), however,

we recognise the need to continually monitor developments in this area to

ensure we remain compliant.

Technology: no fundamental technology issues arising from climate-

related risks have been identified but we have noted the current market

difficulties in hiring people with relevant skills and experience and the

potential need to invest further in developing our technology platform

and data to enhance Trainline’s sustainability offering to our customers.

Reputational: as sustainability is a key part of our purpose there

is reputational risk to Trainline that could arise as a result of us

failing to live up to our purpose and through poor execution of our

sustainability strategy.

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TCFD and SASB disclosures

continued

Strategy

continued

TCFD recommendation

How we apply the recommendation

Describe the climate-

related risks and

opportunities the

organisation has identified

over the short, medium and

long term (continued)

Describe the impact of

climate-related risks and

opportunities on the

organisation’s business,

strategy and financial

planning

Describe the resilience of

the organisation’s strategy,

taking into consideration

different climate-related

scenarios, including a 2°C or

lower scenario

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Risk management

Our risk management process for climate-related risks:

TCFD recommendation

How we apply the recommendation

Describe the organisation’s process

for identifying and assessing

climate-related risks

The Committee meets to discuss our sustainability strategy and climate-

related matters.

These meetings help to identify relevant climate-related risks that

are then assessed by the Committee.

Describe the organisation’s process

for managing climate-related risks

As part of its assessment of climate-related risks the Committee considers:

the probability and significance of each climate-related risk identified; and the

mitigants in place, their suitability and appropriate actions where required.

The Committee utilises the expertise of its members and external service

providers to determine the materiality of identified climate-related risks.

If an identified climate-related risk is deemed to have a high

probability and/or significance, the Committee will consider

appropriate actions that can be taken to introduce optimal

controls and/or mitigants. The Committee will then report to

the Management Team in line with the wider risk management

framework.

Describe how processes for

identifying, assessing and

managing climate-related risks are

integrated into the organisation’s

overall risk management

A member of the Committee is also a member of the Internal Risk

Committee to ensure the Internal Risk Committee has relevant expertise

on climate-related matters.

More detail on our risk management framework is available

on pages 31 and 32.

Metrics and targets

Our climate-related metrics and targets:

TCFD recommendation

How we apply the recommendation

Disclose the metrics used by the

organisation to assess climate-

related risks and opportunities

in line with its strategy and risk

management process

Our ability to meet our net zero commitment is partly dependent on

European governments and our suppliers meeting their own net zero

commitments, in particular Amazon Web Services’ (‘AWS’) commitment to

power their operations with 100% renewable energy by 2025 and Google’s

commitment to operate on carbon-free energy by 2030.

Whilst our ability to influence our suppliers is limited, we actively

engage with our largest suppliers to encourage transparent

emissions reporting in accordance with our supplier code of conduct

and welcome the progress they are making towards their carbon

emission reduction targets.

Disclose Scope 1, Scope 2 and,

if appropriate, Scope 3 greenhouse

gas (‘GHG’) emissions and the

related risks

This is Trainline’s fifth year of Streamlined Energy and Carbon Reporting

(‘SECR’) reporting. In alignment with SECR reporting requirements, emissions

have been reported on a ‘like-for-like’ basis with the previous year’s data

for comparative purposes.

We are in the process of independently assuring our FY2024 Scope 1,

2 and 3 greenhouse gas inventory and we intend to publish this on

our investor relations site during FY2025.

Description of the targets used

by the organisation to manage

climate-related risks and

opportunities and performance

against targets

During FY2024, Trainline became one of the first 100 UK-based companies

and one of only 550 businesses globally to have had our net zero

commitments officially verified by the SBTi.

You can read more on page 19.

TCFD and SASB disclosures

continued

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Current reporting year FY2024

Previous reporting year FY2023

UK

Global

UK

Global

Emissions from activities which the company owns or controls

including combustion of fuel & operation of facilities (Scope 1)/tCO

2

e

98.26

–

111.27

–

Emissions from the purchase of electricity, heat, steam and cooling purchased for own use (Scope 2, location-based)/tCO

2

e

212.63

1.88

213.10

2.94

Emissions from the purchase of electricity, heat, steam and cooling purchased for own use (Scope 2, market-based)/tCO

2

e

–

1.11

–

3.49

Total gross Scope 1 & Scope 2 emissions/tCO

2

e

310.90

1.88

324.37

2.94

Total energy consumption used to calculate emissions in kWh

1,564,010

55,696

1,711,514

71,842

Intensity ratio: tCO

2

e gross figure based from mandatory fields above/m2 of office space

0.05

0.001

0.05

0.002

Intensity ratio: tCO

2

e gross figure based from mandatory fields above/FTE

0.35

0.01

0.40

0.02

SECR global GHG emissions and energy use data

Scope:

The data detailed in the table represents

emissions and energy use for which Trainline is

responsible, including energy use in offices: gas

(Scope 1), and electricity (Scope 2). We are in the process

of independently assuring our FY2024 Scope 1, 2 and 3

greenhouse gas inventory and we intend to publish this on

our investor relations site during FY2025.

Methodology:

As a large, quoted company, Trainline is

required to report its energy use and carbon emissions

in accordance with the Companies (Directors’ Report)

and Limited Liability Partnerships (Energy and Carbon

Report) Regulations 2018. Trainline has used the main

requirements of the Greenhouse Gas Protocol Corporate

Standard to calculate our emissions, along with the UK

Government GHG Conversion Factors for Company

Reporting 2023 and the IEA Emissions Factors 2023.

The sum of all emissions included within this report

are for the reporting period 1st March 2023 to

29th February 2024.

Omissions and estimates:

Estimations were made where

no data was provided. Where gaps were observed in

annual single data sets, estimates were based upon actual

data and extrapolations made.

Where no annual data was provided, estimations were

used either based upon previous years’ reported data,

or calculated using best available benchmarks for office

environmental benchmarks.

For the reporting period 1

March 2023 to 29 February 2024, we have not employed

any additional energy efficiency actions from the previous

reporting year.

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SASB accounting metric

SASB code

Trainline disclosure

(1) Total energy consumed, (2) percentage grid

electricity, (3) percentage renewable

TC-IM-130a.1

1) Electricity: 1,082,538 kWh (1,173,804 kWh in FY2023), Gas: 537,168 kWh (609,552 kWh in FY2023); 2) 5.14% (66% in

FY2023); and 3) 94.86% (62% in FY2023).

(1) Total water withdrawn, (2) total water

consumed, percentage of each in regions with

High or Extremely High Baseline Water Stress

TC-IM-130a.2

1) 12,793m3 (13,459m3 in FY2023); 2) Trainline does not track where water is withdrawn.

Discussion of the integration of environmental

considerations into strategic planning for data

centre needs

TC-IM-130a.3

Environmental considerations are incorporated into our procurement process. As part of any procurement event,

Trainline continues to positively score providers that have long-term commitments to use 100% renewable energy,

and are able to demonstrate strategies to significantly reduce carbon emissions compared to typical business

infrastructure.

Description of policies and practices relating to

targeted advertising and user privacy

TC-IM-220a.1

Trainline’s policy is to rely on the consent given by customers for targeted advertising collected on visiting our website and

app in compliance with privacy laws including GDPR, and other legislation.

Number of users whose information is used for

secondary purposes

TC-IM-220a.2

Where personal data is processed, Trainline protects it along its lifecycle by ensuring appropriate policies and processes

are in place. We provide transparency to customers and staff via published privacy and cookies notices. We use privacy

impact assessments in order to assess any level of risk involved in new or novel processing activities. As soon as

personal data is no longer required for provision of services offered or for legal or regulatory requirements that we are

subject to, we make sure it’s either deleted or anonymised.

Total amount of monetary losses as a result of

legal proceedings associated with user privacy

TC-IM-220a.3

Trainline does not disclose this.

Entity-defined measure of user activity

TC-IM-000.A

We disclose our net ticket sales on page 1.

(1) Number of law enforcement requests for

user information, (2) number of users whose

information was requested, (3) percentage

resulting in disclosure

TC-IM-220a.4

1) 341 (568 in FY2023). 2) Trainline does not track this metric. 3) Trainline complies with 100% of requests from law

enforcement and discloses the requested information. Each disclosure is considered in accordance with internal

processes and disclosures are only made where there is a lawful basis to do so and it is considered proportionate in

relation to the rights and freedoms of the affected user, for example for the prevention of suspected fraud.

List of countries where core products or services

are subject to government-required monitoring,

blocking, content filtering, or censoring

TC-IM-220a.5

Trainline does not operate in countries where core products or services are subject to government-required

monitoring, blocking, content filtering, or censoring.

Sustainability Accounting Standards Board (‘SASB’) Disclosures

SASB Index 2023

Trainline is committed to transparent reporting to provide our stakeholders with a comprehensive overview of the Environmental, Social and Governance (‘ESG’) metrics that are

material to our business. As such we have aligned the below disclosures to the SASB Internet and Media Services standards for the Group, covering our activities during FY2024.

TCFD and SASB disclosures

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SASB accounting metric

SASB code

Trainline disclosure

Number of government requests to remove

content, percentage compliance with requests

TC-IM-220a.6

There have been no government requests for Trainline to remove content.

(1) Number of data breaches, (2) percentage

that are personal data breaches, (3) number of

users affected

TC-IM-230a.1

Trainline had no customer-related personal data breaches that have met the formal threshold for notification to

regulatory bodies in this last year.

Description of approach to identifying and

addressing data security risks, including use of

third-party cybersecurity standards

TC-IM-230a.2

Trainline maintains a suite of information security and privacy-related policies, standards, procedures, and guidelines,

specifically leveraging accepted industry frameworks such as the PCI DSS security standards. Trainline’s Chief

Information Security Officer oversees dedicated teams responsible for information security and privacy, including the

Data Protection Officer. For more information see page 35.

Percentage of employees that require a work visa

TC-IM-330a.1

4% of all employees (7% in FY2023). Trainline works closely with external legal counsel to ensure sponsorship

requirements are met for all visa-holding employees working within the jurisdictions where Trainline operates.

Employee engagement as a percentage

TC-IM-330a.2

Trainline does not disclose this.

Percentage of (1) gender and (2) diversity

representation for (a) executive management, (b)

non-executive management, (c) technical roles and

(d) all other employees

TC-IM-330a.3

We disclose this within the Our People and Culture section on page 41, and Governance section on page 60.

Total amount of monetary losses as a result of

legal proceedings associated with anti-competitive

behaviour regulations

TC-IM-520a.1

Trainline has not been subject to legal proceedings associated with anti-competitive behaviours and as a result has not

suffered any losses nor has it had to take any actions (such as changes in operations, management etc).

(1) Data processing capacity, (2) percentage

outsourced

TC-IM-000.B

Omitted as privileged and confidential.

(1) Amount of data storage,

(2) percentage outsourced

TC-IM-000.C

Omitted as privileged and confidential.

Sustainability Accounting Standards Board (‘SASB’) Disclosures

TCFD and SASB disclosures

continued

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Stakeholder engagement & section 172 statement

Stakeholder

engagement

Through timely and proactive engagement with our stakeholders, we aim to provide

the best possible experience for our customers, to support and promote the rail

industry, and generate sustainable value and growth in our business for our People

and shareholders.

The following pages summarise our key stakeholders; what’s important to them;

how we have engaged with them directly and through relevant organisations; and

highlights of the results of that engagement during the financial year.

At Trainline, we seek to actively engage with our

stakeholders. Considering their diverse perspectives

is integral to how we create value for them, and

achieve our overall purpose and strategy.

Growing Trainline

Partner Solutions

Increase customer

lifetime value

Enhancing the

customer experience

Key

Build demand

Our key stakeholders and their significance

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Stakeholder engagement & section 172 statement

continued

Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

2. Our carrier partners

In order to provide our customers with

the best possible rail and coach journey

experience, it’s paramount we establish

and maintain strong relationships with our

carrier partners. Trainline also provides white

label services to a number of carriers.

Link to strategic growth priorities:

The opportunity to increase their reach,

ticket sales and the number of customers

and corporate travellers using their services

in their home market or when expanding

into new liberalised foreign markets.

Lower cost to serve customers by

transitioning to digital.

Support by helping customers find the right

information for their planned journeys and

travel safely.

Access to Trainline’s operational excellence

and innovation, through our white

label service.

We have a dedicated, multi-national team of

rail and coach travel specialists responsible

for establishing and growing relationships

with our carrier partners.

Beyond this team, we work with carrier

partners at every level of the organisation

to drive collaboration, deliver marketing

campaigns and improve processes to

enhance customer experience.

During FY2024, we have been especially

focused on:

supporting carriers as they launch new

routes and services; and

aligning closely on the impact of strike

action and using our expertise to help

provide information to rail passengers.

The Board receives regular updates on

our carrier partners. During the year these

updates included:

the strategies of each carrier and

potential new entrants; and

how Trainline has supported carriers

in FY2024.

Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

3. Government and regulators

Government and regulatory policy determine

much of the business environment in which

Trainline operates.

Link to strategic growth priorities:

Increasing rail usage and the

implementation of their respective priorities.

The reduction in carbon emissions, by

increasing modal shift to rail from other less

environmentally-friendly travel modes.

Trainline regularly engages in consultations

and meets with key policymakers,

government representatives and industry

bodies across the UK and wider Europe.

During the year, our focus has been on:

engaging with UK and European

governments on industry reform;

increasing rail use and encouraging

modal shift from cars and planes; and

engaging with EU competition authorities

and regulators on the opening up of rail

retail markets.

The Board receives updates on engagement

with governments and regulators,

in particular:

engagement with UK and European

government, regulators and political

parties; and

the progress made on providing insights

to help solve industry problems.

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Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

4. Our People

Ensuring that we attract, nurture and retain

our People and focus them on achieving our

strategy is key to Trainline’s success.

Trainline’s Board is keenly aware that the

interests of our People should be considered

when making decisions that may impact

them and the wider business.

Link to strategic growth priorities:

The ability to develop and progress at

a business that has an environmentally

sustainable purpose.

An opportunity to contribute, take

ownership and deliver to a clear and

shared strategy.

Working with a diverse and gender-

balanced team.

Work/life balance.

The opportunity to share in the success

of the business.

We regularly bring together all our People

across all our offices at our All Hands

sessions so our Management Team can

bring everyone up to speed on our latest

projects, the progress towards our strategy

and our recent business performance.

Every six months we undertake a Group-

wide engagement survey so we can

evaluate how our whole team are doing

and measure our progress against our key

engagement indicators.

The Board receives regular updates on our

People and culture, in particular the results

of our Group-wide engagement surveys and

progress made against our People strategy.

Board members are also invited to attend

All Hands and other engagement sessions.

During FY2024, the Board also visited

our Edinburgh office and met with the

local team to help further develop its

understanding of our business.

Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

5. Our shareholders

The Board is accountable to shareholders.

Trainline aims to ensure that a good dialogue

with shareholders, investors and analysts

is maintained, and that their issues and

concerns are understood and considered

by the Board, the Management Team and

our People.

Link to strategic growth priorities:

Understanding the strategy and operations

of the Group.

Financial performance and

commercial success.

Understanding the exposure to

macroeconomic and political risk.

Opportunity for dialogue with management

on key matters, e.g. performance and

executive remuneration.

Sustainability and the environmental and

ethical impact of the Group.

The governance structures that are in place

and changes to them.

The Investor Relations Team, Executives

and Board members have continued to

meet regularly with investors via calls,

conferences and roadshows.

To help investors better understand

Trainline’s business we also hosted a

webinar and Q&A on Trainline’s technology,

data and AI innovation, and how they

enhance the experience for our customers

and help grow rail usage.

The Board receives regular updates on our

shareholders, which typically focus on:

•

investor sentiment on Trainline and the

industry; and

•

the key areas of focus in meetings.

Members of the Board have also engaged

directly with investors during the year to

discuss matters relevant to their role, in

particular on our proposed remuneration

policy on which we have engaged with

shareholders representing over 78% of our

issued share capital.

Stakeholder engagement & section 172 statement

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Section 172(1) statement

Section 172 of the Companies Act 2006 requires a director of a company to act in the way

he or she considers, in good faith, would most likely promote the success of the company

for the benefit of its members as a whole.

In doing this s.172 requires a director to have regard, amongst other matters, to the:

•

likely consequences of any decision in the long term;

•

interests of the company’s employees;

•

need to foster the company’s business relationships with suppliers, customers

and others;

•

impact of the company’s operations on the community and environment;

•

desirability of the company maintaining a reputation for high standards of

business conduct; and

•

need to act fairly as between members of the company.

The Board understands that how we behave matters not only to our People but also to

the many stakeholders who have an interest in our business. We believe that productive

business relationships with our suppliers, customers and other key stakeholders are

key to the success of the Group and that the interests of relevant parties should be

considered when making decisions that may impact them. Though engagement is carried

out by those most relevant to the stakeholder or issue in question, the Board receives

updates on the engagement that has been undertaken, the reoccurring questions, and

concerns raised, and the feedback provided by the Group’s key stakeholders.

When making decisions the Board takes the course of action that it considers best leads

to the success of the Company over the long term, and when doing so also considers

the interests of the stakeholders that we interact with. The Board acknowledges that

not every decision made will necessarily result in a positive outcome for all of our

stakeholders. However, by considering the Group’s purpose and values together

with its strategic priorities the Board aims to make sure its decisions are consistent

and predictable.

We set out on page 63 some examples of how the Directors have had regard to the

matters set out in section 172(1) (a) to (f) when discharging their section 172 duty and

the effect of that on certain decisions taken by them. By considering these matters

the Directors have had regard to the matters set out in section 172(1)(a) to (f) of the

Companies Act 2006 when performing their duty under section 172.

Non-financial and sustainability

information statement

The following table sets out where non-financial and sustainability information can be

found within this Annual Report, further to the Financial Reporting Directive requirements

contained in sections 414CA and 414CB of the Companies Act 2006. Where possible, it

also states where additional information can be found that supports these requirements.

Reporting

requirement

Relevant Trainline

policies and due

diligence processes

Related

principal risks

Where to read more

in this report

Page

Environmental

matters

Supplier code of conduct

Sustainability policy

Energy and carbon policy

None

Our purpose driven

sustainability

Global GHG emissions

and data

18 to 19

50

Climate-related

disclosures

Energy and carbon policy

None

Climate-related risks and

opportunities

46 to 49

Our People

Trainline staff handbook;

People policies and

procedures

People

Our People and culture

Stakeholder engagement

41 to 45

53 to 55

Social matters

n/a

None

Our purpose driven

sustainability

Our People and culture

18 to 19

41 to 45

Human rights

Human rights, anti-slavery

and human tracking policy

Supplier code of conduct

Compliance

Principal risks and

uncertainties

Stakeholder engagement

38

53 to 55

Business

model

n/a

All

None

12 to 15

Anti-corruption

and anti-bribery

Anti-fraud, corruption

and bribery policy

Conflicts of interest policy

Compliance

Supply and

Partnerships

Principal risks and

uncertainties

Our People and culture

Report of the Audit and

Risk Committee

38

45

70

The Strategic Report, which has been prepared in accordance with the requirements of

the Companies Act 2006, has been approved by the Board and signed on its behalf.

On behalf of the Board

3 May 2024

Enhancing

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Financial

Statements

Corporate

Governance

Strategic

Report

Corporate Governance

Contents

58

Chair’s governance statement

59

Governance structure

61

Our Board of Directors

65

Report of the Nomination

Committee

67

Report of the Audit and

Risk Committee

71

Directors’ remuneration report

and policy

92

Directors’ report

95

Statement of Directors’

responsibilities

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58

Chair’s governance statement

On behalf of the Board,

I am pleased to provide

an overview of our

activities during

the year.

Board leadership

I am delighted that Marie has joined the Board. Marie

brings a wealth of experience from her leadership roles

at Nielsen, in particular data-driven strategic growth, and

a deep knowledge of consumer behaviours, particularly

in Europe. Her expertise, combined with being a French

national based in France, has further enhanced the Board

as Trainline grows its European business.

Remuneration policy

The Remuneration Committee has taken considerable

time developing the refreshed remuneration policy, in

consultation with our major shareholders. I encourage

you to read Rakhi’s commentary from page 71 onwards

and hope that we can count on your support when you

submit your votes at our AGM.

Company purpose

We recognise in our company purpose that Trainline is

uniquely positioned to encourage more people to make

more environmentally sustainable travel choices. The

Board has welcomed the continued support for the ‘I

Came By Train’ campaign and the commitments made

to reach netzero greenhouse gas emissions which have

been officially verified by the Science-Based Targets

Initiative, making Trainline one of the UK’s first one

hundred companies to do so. You can read more about

our purpose driven sustainability on pages 18 and 19.

Culture

The Board believes that culture plays a fundamental role

in the delivery of Trainline’s purpose and the successful

execution of its strategy. The Board is ultimately

responsible for ensuring that its activities reflect the

culture we wish to instil in our People and therefore

sets a clear emphasis on setting the tone from the top

and leading by example. To ensure the Board gains first

hand insight on culture we spend time with teams across

our various locations; during FY2024 this involved a full

Board visit to the Edinburgh office.

Diversity and inclusion

The Board and the Nomination Committee recognise

the importance and benefits of diversity and inclusion

and wholeheartedly support all the work Trainline

undertakes to create a diverse workforce. The Group

is involved in a number of initiatives to encourage

and promote diversity in technology and leadership

positions and I and the Board are pleased to see the

narrowing of our gender pay gap and the growth in

female representation, in particular those in technical

roles. You can read more about diversity at Trainline on

page 41 and 45.

As Chair, I am pleased that our approach to maximising

the opportunity to make appointments that allow the

Board to reflect the diversity at Trainline and in the

wider community continue to bear fruit. With Marie

joining the Board we now have over one-third female

representation and the Board aligns with the Listing

Rules targets for female representation in a senior

Board position and on ethnic diversity. We will continue

to be focused on ensuring that the Board aligns with the

Listing Rules targets on Board diversity.

Annual General Meeting

We will be holding our AGM on 27 June at 120 Holborn,

London. I encourage our shareholders to attend and

take advantage of this opportunity to ask questions

of the Board or, alternatively, shareholders may

submit their questions to the Board via email to

investor@trainline.com.

Brian McBride

Chair

3 May 2024

Brian McBride

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The Board operates with the assistance of three permanent Board Committees and delegates authority

on specific matters to other committees, where it considers it appropriate to do so.

Governance structure

Trainline’s Management Team

Led by the CEO, Trainline’s Management Team is composed of the Group’s senior executives who are responsible

for developing, informing and monitoring the strategy as set by the Board. The executives oversee the day-to-

day operations of Trainline and come together to review, assess and agree on actions to be taken to achieve

the objectives of the Group. The Management Team meets regularly to discuss the operational and financial

performance of the Group.

A number of sub-committees, chaired by members of the Management Team, provide expertise and oversight

on significant matters for the Group. These sub-committees include the Sustainability Committee, Internal Risk

Committee and Disclosure Committee.

To see more information about Trainline’s Management Team, visit:

https://www.trainlinegroup.com/who-we-are

Remuneration Committee

The Remuneration Committee develops the

Group’s policy on Board remuneration, monitors

its ongoing appropriateness and determines the

levels of remuneration for the Executive Directors,

the Chair and the Non-executive Directors. In

doing so, the Committee considers and oversees

workforce remuneration and related policies and

takes these into account when setting the policy for

Board remuneration.

Audit and Risk Committee

The Audit and Risk Committee provides oversight of the integrity of the Group’s

Financial Statements and reports back to the Board on the Annual Report and Financial

Statements, compliance with regulatory and legal requirements and other disclosures.

The Audit and Risk Committee reviews the independence and objectiveness of the

External Auditor and monitors the effectiveness of the External Auditor, the external

audit process and the Internal Audit function.

The Audit and Risk Committee monitors and reviews Trainline’s internal control and

enterprise risk management framework and systems. It also reviews whistleblowing,

fraud, bribery and other compliance policies and procedures.

Nomination Committee

The Nomination Committee reviews the composition

of the Board and its Committees, including the

effectiveness of its members, to ensure the Board has

the skills and experience to support the achievement

of Trainline’s strategy. It leads the process for Board

appointments and is responsible for succession

planning at the Board and Senior Management level,

and oversees the development of a diverse pipeline.

Board of Directors

The Board works to ensure that the Company generates and maintains value over the long term.

It is collectively responsible for establishing Trainline’s purpose, values and strategy to enable the

long-term success of the Group for the benefit of our shareholders and stakeholders. It is accountable

to Trainline’s shareholders and seeks to represent the interests of other stakeholders when setting

our long-term focus, strategy, culture and policies, ensuring that the Group has the right resources,

overseeing risk and corporate governance, and monitoring progress towards meeting our strategic

objectives, sustainability goals and annual plans.

The Board is responsible for ensuring that Trainline achieves its purpose and that the purpose

is embedded at all levels of the business. The Board assesses and monitors the Group’s culture,

promoting its alignment with the purpose, values and strategy, and ensuring that the Group

operates within a prudent framework of effective controls and risk management, including cyber

and information security risks. Additionally, the Board oversees the implementation of Trainline’s

sustainability strategy and its approach to climate-related risks and opportunities.

The Directors are collectively responsible for the success of Trainline. The Non-executive Directors

exercise independent, objective judgement in respect of Board decisions, and scrutinise and challenge

Management. They also have various responsibilities concerning the integrity of financial information,

internal controls and risk management.

By embodying and promoting Trainline’s culture, the Board works to monitor and assess Trainline’s

objectives in developing world-class technology and maintaining Trainline’s robust and scalable

business model with due regard to Trainline’s customers, people, carrier partners and other

key stakeholders.

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5

2

1

5

Board balance

Executive Directors

Chair of the Board

Independent

Non-executive Director

2

0-3 years

3-6 years

Non-executive Director tenure

4

Board

at a glance

Division of responsibilities

There is a clear division between executive and

non-executive responsibilities to ensure accountability

and appropriate oversight. The roles of Chair and CEO

are separately held and their responsibilities are well

defined in writing and in practice.

Chair of the Board

Leads the Board and is responsible for its overall

effectiveness in directing the Group

Shapes the culture in the boardroom, in particular

by promoting openness and debate

Sets a Board agenda primarily focused on strategy,

performance, value creation, culture, stakeholders and

accountability, ensuring that issues relevant to these

areas are reserved for Board decision

Demonstrates objective judgement

CEO

Develops the Group’s proposed strategy, plans,

commercial and other objectives for the Board to

consider and then delivers the Board’s decisions

Manages the Group on a day-to-day basis within

the authority delegated by the Board

Keeps the Chair and the Board informed of potentially

complex, contentious or sensitive issues affecting

the Group

Manages the Group’s risk profile in line with the

assessment made by the Board

Senior Independent Non-executive Director

Acts as a sounding board for the Chair

Understands the views of the workforce and

communicates them to the Board

Is available to shareholders if they have concerns which

have not been resolved through the normal channels

of communication with the Company or for which such

contact is inappropriate

At least annually, leads a meeting of the Non-executive

Directors, without the Chair present, to appraise the

performance of the Chair, taking into account the views

of the Executive Directors

Board skills, knowledge and experience

Board and Senior Management diversity

Men

5

62.5%

3

8

80%

Women

3

37.5%

1

2

20%

White British or other White

(including minority-white groups)

6

75%

4

10

100%

Asian/Asian British

1

12.5%

–

–

–

Not specified/prefer not to say

1

12.5%

–

–

–

Board meeting attendance

during the financial year

Brian McBride

7/7

7/7

Pete Wood

7/7

Jennifer Duvalier

7/7

Duncan Tatton-Brown

7/7

Rakhi Goss-Custard

7/7

Andy Phillipps

7/7

Marie Lalleman

1/1

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Brian McBride

Chair

Skills and experience

Brian has a strong track record in

leading businesses, having held many

senior positions throughout his career

including Chair of ASOS from 2012 to

2018 and CEO of Amazon.co.uk from

2006 to 2011. He has also held Non-

executive Director positions at Abrdn

plc, AO World plc, Computacenter PLC,

SThree PLC and Celtic FC PLC. He was

previously on the Board of the BBC

and was a member of the Advisory

Board of Huawei UK.

Other appointments

Brian is a Senior Adviser to Scottish

Equity Partners and Lead Non-

executive Director on the Defence

Board of the UK Ministry of Defence.

Jody Ford

Executive Director and CEO

Skills and experience

Prior to Trainline, Jody held the

position of CEO at Photobox Group,

Europe’s leading personalisation

business, encompassing the Moonpig

and Photobox brands. Prior to

Photobox Group, he spent ten years

at eBay, latterly in California, leading

the Growth function globally. Jody

holds an MBA from INSEAD and a

BA in Economics and Politics from

Exeter University.

Other appointments

None

Pete Wood

Executive Director and CFO

Skills and experience

Pete joined Trainline in February

2015, becoming CFO in December

2022. Prior to Trainline, he served as

VP Finance leading financial control,

planning and analysis, and had a

central role in engagement with

industry and regulatory stakeholders.

Additionally he spent nine years at

eBay, both as a finance leader and in

various commercial roles. Pete holds

a Master’s degree in Engineering from

the University of Cambridge.

Other appointments

None

Jennifer Duvalier

Senior Independent

Non-executive Director

Skills and experience

Jennifer was Executive Vice President,

People, for ARM Holdings plc with

responsibility for all People and

Internal Communications globally from

2013 to 2017. Prior to ARM, Jennifer

was Group People and Culture Director

at UBM plc from 2007 to 2013 and

Group HR Director at Emap plc from

2003 to 2007. Jennifer holds an MA

(Hons) from the University of Oxford in

English and French.

Other appointments

Jennifer is Chair of the Remuneration

Committee of Mitie plc and NCC Group

plc, and is a Non-executive Director

and Chair of the Sustainability, People

and Diversity Committee of the

Cranemere Group Ltd.

Committees Key

Audit & Risk Committee

Nomination Committee

Remuneration Committee

Chair of Committee

Our Board of Directors

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Duncan Tatton-Brown

Independent Non-executive Director

Skills and experience

Duncan was CFO of Ocado plc from

September 2012 to November 2020.

Prior to joining Ocado, Duncan

held the CFO role at Fitness First plc

and was Group Finance Director of

Kingfisher plc. Duncan was previously

a Non-executive Director of Cazoo

Group Ltd, and Non-executive

Director and Audit Committee Chair

of Rentokil Initial plc. Duncan holds a

Master’s degree in Engineering from

King’s College, Cambridge. He is also a

member of the Chartered Institute of

Management Accountants.

Other appointments

Duncan is Chair of Oxford Nanopore

Technologies plc and

Loveholidays.

com.

Rakhi Goss-Custard

Independent Non-executive Director

Skills and experience

Rakhi has extensive expertise in

customer experience and innovation

having spent 12 years at Amazon in

various senior leadership positions.

Prior to joining Amazon Rakhi held

roles at TomTom and US management

consulting firm Oliver Wyman.

Rakhi holds a BA in Marketing

and Communications from the

University of Pennsylvania. Rakhi was

previously a Non-executive Director of

Rightmove plc.

Other appointments

Rakhi holds appointments as Non-

executive Director of Kingfisher plc

and Schroders plc.

Andy Phillipps

Independent Non-executive Director

Skills and experience

Andy brings a wealth of experience

in ecommerce and significant

knowledge of technology and

marketplaces from his previous role

as CEO of Priceline International and

Chair of Toptable.com, both now part

of Booking.com. Andy was previously

a Non-executive Director of Albion

Development VCT PLC, an investor in

high growth businesses with a strong

focus on technology companies.

Most recently Andy was a Fellow at

Stanford University’s Distinguished

Career Institute.

Other appointments

Andy is currently a member of the

Investment Advisory Committee of

iQ Capital.

Marie Lalleman

Independent Non-executive Director

Skills and experience

Marie has extensive experience

of data-driven strategic growth

and consumer behaviours having

spent twenty nine years at Nielsen

ultimately as Executive Vice President.

Marie holds a diploma in International

Business Management and

Administration from Kedge School of

Business and is based in France.

Other appointments

Marie is Chair of the Nomination and

Corporate Governance Committee

at Criteo SA, which is NASDAQ listed,

and Chair of the Nomination and

Remuneration Committee at Patrizia SE,

which is listed on the German SDAX.

Committees Key

Audit & Risk Committee

Nomination Committee

Remuneration Committee

Chair of Committee

Our Board of Directors

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Board in action

Our Board of Directors

continued

Strategy

The Board reviews and approves the Company’s

strategy and budget on an annual basis and

receives updates on execution against these

at every Board meeting. As part of the annual

review the Board takes part in presentations

from the Management Team and utilises their

knowledge, skills and experience to challenge

and guide the proposals.

In making its decision to approve the strategy

and budget the Board considered the feedback

received from engagement exercises with our

stakeholders. As a result of that consideration,

the business plan and future strategy were

focused to ensure that they aligned with the

issues and factors that are most relevant to our

key stakeholders where these aligned with the

long-term success of Trainline.

Throughout the year the Board has continued

to monitor and engage with the Management

Team on the Company’s investments in the

International and UK businesses with a focus

on prioritising resources based on growth

opportunities, the strength of Trainline’s value

proposition in markets, the effectiveness of

Trainline’s product and marketing initiatives.

Cyber and information security

The Board receives updates from the Chief

Technology Officer and Chief Information

Security Officer on the Group’s cyber and

information security risks and the general

threat landscape. As it is a principal risk for

the business, the Board closely monitors

progress against actions and cyber and

information strategy.

Workforce engagement and culture

The Board receive periodic updates from the

Management Team on workforce matters

throughout the year, in particular following

Trainline’s employee engagement process, the

results and action plan of which are presented

to the Board.

Opportunities to engage directly with the

workforce in a more informal setting are also

provided to the Board, in particular at Board

visits to our offices outside of London and at

workforce events such as All Hands meetings,

fire-side chats and Tech Summits. Jennifer

Duvalier, Trainline’s designated Non-executive

Director for Workforce Engagement, also

attends workforce focus groups and meetings

of the Company’s employee-led networks and

shares the key themes and sentiments arising

from these with the Board.

The Board uses these and other sources of

insight to assess and monitor whether the

culture and behaviours the Group strives for

align with reality. Accordingly, the Board is

satisfied that the Group’s culture is a positive

one and is conducive to the successful execution

of Trainline’s purpose and strategy.

For further information on workforce

engagement, please see page 55.

The principal matters considered by the Board during the year were:

Group strategy

and performance

•

•

•

Operational

•

•

•

Shareholders

and stakeholders

•

•

Reporting

and risk

management

•

•

•

Leadership and

people

Governance,

corporate

responsibility

and

sustainability

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Evaluation, composition

and succession

Board and Committee effectiveness evaluation

During FY2024, Trainline engaged Lintstock Ltd (‘Lintstock’)

to facilitate an external review of the Board and its

Committees’ performance. The review was undertaken

to comply with the UK Governance Code and to provide

the Board, its Committees, the Management Team and

frequent presenters to the Board with an opportunity to

reflect on the operation and effectiveness of the Board

and its Committees. Lintstock has no other connection

with Trainline.

The first stage of the review involved Lintstock engaging

with the Chair, the Senior Independent Non-executive

Director and the Company Secretary to set the context for

the evaluation, and to tailor survey and interview content

to the specific complexities and challenges of Trainline’s

business. The scoping of the exercise also took into

account the outcomes of the FY2023 effectiveness review.

All Board members completed an online survey and

took part in a private interview with Lintstock on the

performance of the Board, its Committees and the Chair.

All Board members, the Management Team, regular

presenters and third-party service providers who regularly

attend Board or Committee meetings were also invited to

provide feedback on performance.

As well as addressing core aspects of Board and

Committee performance, the exercise had a particular

focus on the following areas:

•

clarity of Trainline’s strategy, the main challenges to

the delivery of Trainline’s strategic priorities and the

appropriateness of organisational capacity;

•

skills and experience of the Directors and the diversity

of representation more broadly;

•

the visit to the Edinburgh office and the strategy

offsite event;

•

the monitoring of workforce sentiment, diversity and

inclusion and culture throughout the business;

•

views and perspectives of key external stakeholders

including shareholders, carrier partners, customers,

government and regulators; and

•

top priorities for both the CEO and the CFO, in order

to best succeed in their roles.

The reports provided a comparison with the Lintstock

Governance Index, which helped to place the performance

of the Trainline Board into context. Participants were also

invited to privately discuss any matters with the Chair and/

or the Senior Independent Non-executive Director.

The results of the evaluation were reviewed and concluded

that the Chair, and the Board continues to operate

effectively. Actions were identified and recommended to

the Board and it’s Committees, which were accepted in full,

in particular:

•

continued focus on strategic and constructive

challenge of the Management Team by the Board;

•

further deep-dive sessions for the Board to hear

external independent perspectives on key challenges

and future opportunities for Trainline;

•

further opportunities for the Board to engage with the

wider workforce.

Skills, knowledge and experience

As set out on pages 60 to 62, each Director provides a range

of skills, knowledge and experience that is relevant to the

success of the Group and enables strong independent

judgement and constructive challenge. The Board delegates

the responsibility for consideration of the existing Board skills

matrix to the Nomination Committee, which ensures that it

remains fit for purpose and adequately anticipates the future

needs of the business.

Board composition and succession

Appointments to the Board are made solely on merit and,

in conjunction with the Board skills matrix, to ensure that

the Board contains an appropriate balance of skills and

knowledge of the Group and its business necessary to fulfil

its duties. Appointments are made by the Board, based

upon the recommendations made by the Nomination

Committee, with due consideration given to diversity. In

compliance with the Governance Code, at least half of the

Board, excluding the Chair, is composed of Independent

Non-executive Directors.

The Board remains responsible for its own succession

planning and it also continued to review the Executive

Director and Management Team succession plan

through updates provided by the Management Team

during FY2024.

Significant vote against at

2023 AGM

Following the significant vote against Brian McBride at the

2023 AGM, the Board engaged with those shareholders

who voted against his reappointment. Those shareholders

that chose to engage confirmed that their votes were due

to the Board not yet aligning with their policy targets for

female representation on the Board. With the appointment

of Marie Lalleman, female representation on the Board

is now over a third, thereby addressing the concerns

of those shareholders. The Nomination Committee will

continue to ensure that candidates from ethnically, racially

and gender diverse backgrounds are always included

in shortlists for Board positions with the intention of

maximising the opportunity to make appointments that

allow the Board to reflect the diversity at Trainline and in

the wider community.

Our Board of Directors

continued

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Report of the Nomination Committee

I am pleased to present

Trainline’s Report of the

Nomination Committee

which provides a summary

of the Committee’s role

and activities.”

Brian McBride

Chair of the Nomination Committee

The Committee comprises six Independent Non-

executive Directors: Andy Phillipps, myself (Brian

McBride) as its Chair, Duncan Tatton-Brown, Jennifer

Duvalier, Marie Lalleman and Rakhi Goss-Custard.

The Committee’s key activities during FY2024

Key matters discussed by the Committee during

FY2024 included:

•

the search for candidates that will enhance the

skills, knowledge and experience of the Board and

its Committees;

•

the suitability of Marie Lalleman as a candidate for

appointment to the Board and its Committees;

•

talent and succession planning;

•

Trainline’s diversity and inclusion programme; and

•

the effectiveness of the Board, its Committees and

individual Directors.

The Committee’s activities planned for FY2025

The Committee recognises the importance and benefits

of the Board having an appropriate balance of skills,

experience, independence and knowledge to enable

the Directors to discharge their respective duties and

responsibilities effectively.

Following Marie Lalleman’s appointment, the Board’s

gender diversity is now over one third female and it

continues to have a female in a senior Board position

and ethnic minority representation.

The Committee recognises that the Board does not

currently align with the Listing Rule target of at least

40% female representation on the Board that applies

to Trainline for the first time this financial year due in

part to the relatively short tenure of our Non-executive

Directors, the majority of whom have been appointed

for less than four years following our IPO in 2019.

In order to address this, the Committee will continue

to ensure that candidates from ethnically, racially and

gender diverse backgrounds are always included in

shortlists for Board positions with the intention of

maximising the opportunity to make appointments that

allow the Board to reflect the diversity at Trainline and in

the wider community.

Given the progress made under this approach, with

three quarters of Non-executive Director appointments

since IPO being female, the Committee is confident

that by ensuring the candidates included on shortlists

for Board appointments are genuinely diverse the

Board will align with the Listing Rule targets in full in

due course.

Prior to the Committee’s next report it intends to

undertake the following key activities:

•

the implementation of the recommendations arising

from the externally facilitated Board evaluation;

•

continuing to monitor succession planning and the

development of a diverse pipeline of talent; and

•

a review of progress against the Group’s diversity

and inclusion objectives.

3 May 2024

Membership

Our responsibilities

•

Monitor the composition of the Board and

its Committees, including the effectiveness

of its members

•

Lead the process for Board appointments

•

Plan for the orderly succession of Board and

Management Team positions and oversee

the development of a diverse pipeline

of talent

66

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Report of the Nomination Committee

continued

Key areas of focus for the Committee during FY2024

Board and Committee appointments

The Committee continued to monitor and assess the skills, knowledge and experience

of its members and undertook an extensive market assessment exercise to identify

candidates that would enhance the Board and its Committees, in particular a candidate

with appropriate experience of data-driven strategic growth in Europe. The Committee

identified Marie Lalleman as the stand-out candidate to join the Board and recommended

her appointment to the Board.

The Up Group were engaged to assist with the selection process for candidates. The Up

Group has no other connection with the Company or its Directors.

Policy on diversity and inclusion

Diversity continues to be one of the pivotal considerations on any appointment to the

Board and the Management Team. The Committee is pleased with the progress Trainline

has made during FY2024, in particular the increase in female representation in junior

leadership, technical roles and in the wider workforce, but recognises that there is still

further progress to be made before we truly reflect the diversity in our communities.

The Committee supports Trainline’s strategy to better understand the diversity of its

workforce and those applying for roles. The Committee takes an active role in setting

and meeting diversity objectives and strategies for the Group as a whole. The Board and

Board Committees’ policy is to continue to seek and encourage diversity within long and

shortlists, including with regard to gender, as part of the overall selection process for

Director and Committee roles. The Committee believes we have a diverse Management

Team which is able to effectively serve the Group’s interests.

Trainline is committed to having a diverse and inclusive workplace and the Committee

supports this goal and the targets set out in the Listing Rules wholeheartedly. The

Committee recognises that technology is a male-dominated sector and that despite

progress being made the Group must continue to strive to achieve its diversity and

inclusivity goals. Further information on Trainline’s diversity is available on page

41 and 45.

Composition of the Board and its Committees

The Committee is satisfied with the current composition of the Board and its Committees

but recognises that the Board does not currently align with the Listing Rule target of 40%

or more female representation on the Board. The Committee also considers the Directors

to possess the skills, knowledge, independence and experience necessary to effectively

fulfil their duties.

Succession planning

The Committee recognises the importance of developing and maintaining a diverse

talent pipeline to provide succession options for the Management Team. The Committee

considered succession plans during FY2024 and welcomed the appointment of Marie

Lalleman to the Board.

Director reappointment

In accordance with the provisions of the Governance Code, all Directors will retire

at the forthcoming AGM of the Company and the Board has recommended their

reappointment. In reaching its decision to recommend reappointment, the Board acted

on the advice of the Committee. The Committee is satisfied that all the Directors devote

sufficient time to their duties and demonstrate great enthusiasm and commitment to

their roles.

The Committee reviewed the independence of the Non-executive Directors and confirmed

to the Board that it considers each of the Chair and the Non-executive Directors to be

independent in accordance with the Code.

Board effectiveness evaluation

The Committee undertook an externally facilitated Board evaluation during the year. The

Chair of the Nomination Committee and the Senior Independent Non-executive Director

took an active role to ensure questions took into account the strategy and complexities of

the business. Further information on the evaluation is available on page 64.

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67

Report of the Nomination Committee

I am pleased to present

Trainline’s Report of the

Audit and Risk Committee.”

Duncan Tatton-Brown

Chair of the Audit and Risk Committee

Membership

Committee member

Report of the Audit and Risk Committee

Role and work of the Audit & Risk Committee

The Committee’s key activities during FY2024

The Committee’s activities planned for FY2025

Our responsibilities

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Report of the Audit and Risk Committee

continued

External Auditor and audit fees

PwC was appointed as External Auditor to the Company

in FY2021 and there are no current plans to undertake

a tendering process for the External Auditor in FY2025.

The lead audit partner for the External Auditor is

Jaskamal Sarai.

The Committee was satisfied that the level of audit fees

payable in respect of the audit services provided, being

£728,700 (FY2023: £554,980), was appropriate and that

the increases in fees related to inflationary increases

and an increased external audit scope arising from new

regulatory requirements.

Financial Statements and reporting

The Committee monitored the financial reporting process

for the Group, which included receiving reports from,

and discussing these with, the External Auditor. The

Committee also considered the FRC’s corporate reporting

focus areas during the year and their relevance to the

Group’s reporting.

As part of the year-end reporting process the Committee

reviewed this Annual Report; a management report on

accounting estimates and judgements; ‘Fair, Balanced

and Understandable’, the External Auditor’s report on

internal controls, accounting and reporting matters;

and management representation letters concerning

accounting and reporting matters.

Monitoring the integrity of the Company’s financial

statements, the financial reporting process and reviewing

the significant accounting issues are key roles of the

Committee. Measures are in place to provide reasonable

assurance regarding the reliability of financial reporting.

These include: a comprehensive system of planning,

budgeting, monitoring and reporting; clearly defined

policies for capital expenditure including reviews by senior

management; and frequent monitoring of cash flows

against forecasts. The measures provide reasonable,

though not absolute, assurance against material

misstatement or loss.

Fair, balanced and understandable

The Committee plays an important role in advising the

Board when it considers whether the Annual Report,

taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders

to assess the Group and the Company’s position,

performance, business model and strategy. The Annual

Report is prepared in accordance with robust processes to

support this role:

•

co-ordination of the production of the Annual Report is

overseen by the Company Secretary to ensure that the

document is consistent throughout;

•

members of management with appropriate

experience, knowledge and seniority are assigned

responsibility for preparing each section and form part

of a core Annual Report team;

•

there is an extensive verification process undertaken

each year to confirm the factual accuracy of stated

facts and the authenticity of belief statements;

•

drafts are regularly reviewed by the Annual Report

team and members of senior management. Board

members receive drafts of the Annual Report for

review and input; and

•

the Committee receives the draft Annual Report

and considers a fair, balanced and understandable

review, and also considers assurance provided on

disclosures made.

Going concern and viability assessments

The Committee reviewed and advised the Board on the

Group’s going concern and viability statements included

in this Annual Report and the calculations and reports

prepared by Management in support of such statements.

The External Auditor discussed the statements with the

Committee and reviewed the conclusions reached by

Management regarding going concern and viability.

Accounting judgements and key sources of

estimation uncertainty

The Committee assessed whether suitable accounting

policies had been adopted and the reasonableness of

the judgements and estimates that had been made by

Management. The Committee, alongside Management

and the External Auditor, identified the areas set out in the

table below as the key areas of judgement and estimation.

Issue considered

How the issue was addressed

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Assessing the effectiveness of the external audit

process and the External Auditor

To ensure that PwC LLP (‘PwC’) is effective in its role as

External Auditor, the Committee:

•

monitored the effectiveness of the digital audit

technologies introduced to the audit process and

noted the resulting efficiencies;

•

reviewed and approved the annual audit plan to

ensure it was consistent with the scope of the

audit engagement. In reviewing the audit plan, the

Committee discussed the areas identified by the

External Auditor as most likely to give rise to a material

financial reporting error or perceived to be of higher

risk and requiring additional audit emphasis (including

those set out in the Independent Auditor’s Report);

•

confirmed that the audit fee enabled PwC to conduct

an effective audit;

•

discussed and assessed PwC’s performance as

External Auditor;

•

considered the audit scope and materiality threshold;

and

•

met privately with PwC, including the lead audit

partner, without Management present, to discuss its

remit and any issues arising from its work.

The Committee also considered the safeguards in place to

protect the External Auditor’s independence. PwC provided

a letter of independence to the Committee reporting

that it had considered its independence in relation to the

audit and confirmed that it complies with UK regulatory

and professional requirements and that its objectivity is

not compromised. The Committee took this into account

when considering the External Auditor’s independence and

concluded that PwC remained independent and objective in

relation to the audit.

The Audit Quality Review team (‘AQR’) from the Financial

Reporting Council undertook an inspection of PwC’s audit

of the FY2023 Annual Report and Accounts. The AQR team

completed its formal governance processes and wrote

to the Chair of the Audit and Risk Committee with its

conclusion on the results of its review. No key findings were

identified and certain areas of good practice were noted.

The Committee considered the Audit Quality Review report

as part of its assessment of PwC as External Auditor.

The Committee confirms that the Group complies

with the Statutory Audit Services for Large Companies

Market Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee Responsibilities)

Order 2014.

Non-audit work carried out by the External

Auditor

The Committee has a set policy on the provision of

non-audit services by the External Auditor. This policy is

designed to comply with the FRC guidance on the provision

of non-audit services and helps maintain the independence

and integrity of the Group’s External Auditor.

The policy sets out specific considerations around the

provision of non-audit services and requires approval by

part or all of the Committee for any proposed services

with an expected fee of more than £50,000. The CFO is

authorised to approve non-audit fees up to a cumulative

total of £50,000, giving consideration to the independence

and objectivity of the External Auditor in line with FRC

guidance. The policy requires approved non-audit fees be

disclosed to the Committee for consideration alongside the

ratio of audit to non-audit fees.

The fees paid for non-audit services during the year ended

29 February 2024 were approved by the Committee and

amounted to £73,250, which were attributed to audit-

related assurance services for the 31 August 2023 half-year

review undertaken by the External Auditor, subscriptions for

business and accounting knowledge, and metric reporting

services. The ratio of audit to non-audit fees for FY2024 was

9.9. Further details of these amounts can be found in Note 5

of the Financial Statements.

Only certain types of work, as defined by the FRC, are

explicitly permitted to be provided to the Group by PwC,

which does not include specific tax advisory services and

internal audit services. A detailed list of non-permitted

services is included in the Committee’s non-audit services

policy, which is aligned to Article 5 of Regulation (EU) No

537/2014 of the European Parliament and of the Council.

Internal Audit

The Internal Audit function provides independent assurance

of the effectiveness of the Group’s internal controls and

risk management systems. The Committee reviewed and

approved the Internal Audit Charter and the planned

internal audits for FY2024.

Following each internal audit, a rated report is produced

and shared with key stakeholders and senior management,

summarising the Internal Audit function’s assessment of

the effectiveness of the relevant controls. The Internal Audit

function formally tracks the status and resolution of any

recommended action items. A summary of the internal

audit reports as well as the status of the recommended

control improvements are discussed with the Committee.

The Committee held private meetings with the Head of

Risk and Internal Audit without Management present to

discuss the Internal Audit remit and any issues arising from

its work. As a result of these private meetings, the updates

received and the reviews undertaken, the Committee

considers the Internal Audit function to be operating

effectively and that the quality, experience and expertise of

the function is appropriate for the business.

The Committee will continue to monitor the effectiveness

of the Internal Audit function and undertake an externally

facilitated effectiveness review in FY2025.

Internal controls review

The Board monitors the key elements of the Group’s

internal control and risk management framework,

supported by the Committee. The Committee advised the

Board on its review of the effectiveness of the systems

and processes including financial, operational and

compliance controls during the year. No significant failings

or weaknesses were identified in the systems of risk

management or internal control during FY2024.

Critical systems resilience

The Committee receives updates on disaster recovery and

business continuity plans, including critical systems and

processes. Recovery processes are subject to continuous

review with periodic updates provided to the Committee

on progress towards improvements.

Report of the Audit and Risk Committee

continued

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Risk management

The Group’s risk tolerance is set by the Board and is the

level of risk it is willing to accept to sustainably achieve

its strategic objectives. The Group’s risk appetite and risk

tolerance are documented in the Group’s Risk Policy, which

is presented to the Committee annually for consultation.

The Board discusses and reviews the Group’s risk appetite

upon reviewing the principal risks and the strategy for the

Group. Regular reviews of the risk appetite ensure that the

Company’s risk exposure remains appropriate in enabling

the Group to achieve its strategic objectives.

The Group has a formal Enterprise Risk Management

(‘ERM’) programme that guides its risk management

activities. There is a dedicated Internal Risk Committee

(‘IRC’) in place, chaired by the CFO and composed of senior

risk owners and stakeholders, who are responsible for

reviewing and calibrating the Group’s risk landscape and

risk mitigating activities. These reviews provide a robust

assessment of the Group’s principal and emerging risks

and take into account the risks that threaten its business

model, future performance, solvency and/or liquidity and

the Group’s strategic objectives.

The Committee, in supporting the Board in its annual

assessment of the effectiveness of the enterprise

risk management programme and internal control

processes, relies on reporting by the IRC, Management,

compliance reports and the assurance provided by the

External Auditor. Further information on the Group’s risk

management framework and its principal and emerging

risks is available on pages 31 to 39.

Audit and corporate governance reform

The Committee has received updates on the proposals

arising from the BEIS White Paper on corporate

governance and the UK Corporate Governance Code

consultation. The Committee welcomed Management’s

participation in the accompanying consultations to ensure

matters of importance to the Group were raised.

Proactive steps were taken during the year to comply

with the Minimum Standard for Audit Committees in full

ahead of it becoming applicable to the Company in FY2026

and to consider the impact of the proposals in the UK

Corporate Governance Code consultation. With the revised

UK Corporate Governance Code now published, the

Committee will monitor progress towards complying with

the new internal control provisions.

Overview of our anti-bribery, corruption and whistleblowing policies and procedures:

Anti-bribery and corruption

Trainline adopts a zero-tolerance approach to bribery and corruption. Any of our People found to have breached the Group’s policies will face

disciplinary action which could include dismissal for gross misconduct. These policies are passed on to our supply chain, where appropriate,

as part of our procurement and contracting procedures. Corporate criminal offence procedures are in place to help prevent the facilitation of

tax evasion.

Receiving corporate hospitality and gifts

Hospitality and gifts should be refused if they could influence or appear to influence decisions made on behalf of the Group. Our People are

required to disclose gifts and hospitality offered or received. Substantial physical gifts are required to be passed on to the Group for donation

to charity or disposal.

Offering corporate hospitality and gifts

The offering of hospitality and gifts must be fully documented, pre-approved by the relevant member of the Management Team and recorded

in the Gifts and Hospitality Register. Any gifts or hospitality proposed to be offered to government officials, politicians, political parties,

regulators or foreign public offices must be pre-approved by the Group’s Legal Team.

Facilitation payments

Facilitation payments are strictly prohibited, no matter the value, even where such payments are perceived as a common part of local

business practice or law. This prohibition also applies to those who work on behalf of the Group.

Whistleblowing

If anyone has a concern they wish to raise they can contact an independent reporting line for anonymous reporting of concerns. Promotional

activities are undertaken to promote awareness of the Whistleblowing Policy. The Committee and the Board receive reports throughout the

year on whistleblowing arrangements and activities.

Corruption

Fraud, bribery and corruption concerns should be reported in accordance with the Group’s Anti-Fraud, Corruption and Bribery Policy.

Disciplinary action and other appropriate measures will be taken as necessary. Periodic refreshers are provided to our People to reinforce the

importance of this and other relevant policies.

Report of the Audit and Risk Committee

continued

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71

On behalf of the Board,

I am pleased to present the

Directors’ Remuneration

Report and proposed

Remuneration Policy.”

Rakhi Goss-Custard

Chair of the Remuneration Committee

Membership

Committee member

Meetings

Our responsibilities

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Directors’ remuneration report

continued

Review of executive remuneration framework cont.

In developing these proposals we have consulted

with many of Trainline’s largest shareholders, in total

representing over 78% of issued shares, and I personally

was pleased to hear directly from so many of them.

The feedback provided during the consultation process

was invaluable and was carefully considered by the

Committee as it looked to finalise the approach.

When consulted, our major shareholders understood

the rationale for the proposed changes to the Directors’

Remuneration Policy at this time and were generally

supportive, although some questions were raised

in relation to the rebalancing and the approach to

target-setting. In response to this feedback, the

Committee refined the original proposals to ensure

the remuneration framework remains appropriately

focused on long-term value creation and the alignment

of Executive Director interests with those of our

shareholders, while also ensuring a remuneration

package which continues to retain and incentivise our

Executive Directors.

Proposed Remuneration Policy

The full Directors’ Remuneration Policy can be found on

pages 75 to 83, but in summary, the following changes

are being proposed:

•

No change to the total incentive opportunity for

the CEO, but the annual bonus and PSP award

opportunity has been rebalanced with the annual

bonus opportunity increased by 50% of salary for

both CEO and CFO to 250% and 200% respectively

and the PSP award opportunity reduced by 50% of

salary to 300% for the CEO and by 100% of salary

to 250% for the CFO. The original proposal was to

rebalance with an equal weighting between the

annual bonus and PSP opportunity for both Executive

Directors. However, recognising some shareholders

preferred a higher weighting on the longer-term

component, the Committee determined that the PSP

should continue to comprise the majority of the total

incentive.

•

The introduction of an additional stretch target into

the bonus framework over and above the normal

target range, i.e., there will now be a four point

performance structure of entry, target, stretch and

a new maximum target for financial measures. The

higher maximum annual bonus opportunity would

therefore only be delivered for outperformance

above the level current financial stretch targets

are set.

•

Increase in the shareholding guideline to 250% of

salary from the current 200% of salary to further

enhance the alignment of interests between the

Executive Directors and shareholders.

Overall, the Committee believes these changes are

appropriate and considers it important to highlight:

•

no change is being proposed to the total incentive

opportunity for the CEO and the total incentive

opportunity for the CFO will be reduced from 500%

to 450% of salary;

•

the entire incentive framework remains

performance-based with the majority subject to the

achievement of long-term targets. The Committee

will continue to set stretching annual and

long-term targets;

•

for variable pay the maximum amount of

remuneration receivable in cash will continue to be

100% of salary and any bonus earned above 100% of

salary will continue to be delivered in shares;

•

the rebalancing and increased focus on shorter-term

targets will help drive strategic progress against

a backdrop of a complex and uncertain external

environment that Jody and the team need to

navigate while delivering innovation and growth in

the longer term;

•

the proposed approach facilitates our Executive

Directors, in particular Jody, to build equity in the

business quicker thereby further aligning their

interests with shareholders; and

•

performance targets are set with the intention of

incentivising organic growth, but if a materially

significant acquisition were to take place, the

Committee would review the targets to ensure that

performance is measured on a fair and equitable

basis and the outturns are reflective of the overall

shareholder experience.

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Salary increases for Executive Directors

Jody is instrumental in delivering the strategy as we

continue to innovate in a challenging market. For

FY2025, we have determined that a salary increase

from £645,397 to £700,000 per annum (or 8.5%)

is appropriate.

The 8.5% salary increase for Jody will be broadly aligned

to the 8.8% average increase awarded to employees

in the business who were rated as performing

exceptionally during the year and were eligible to receive

a bonus. This is lower than the average increase of 10.2%

for all employees rated as performing exceptionally

during the year including those not eligible for a

bonus. Following this increase, it is intended that for

the duration of the proposed Remuneration Policy any

future salary increase will be limited to the increase

awarded to the wider workforce.

The Committee recognises Jody’s total compensation is

positioned at the upper end of the UK market. However,

we believe this is appropriately competitive, recognising

that the talent market for someone with Jody’s highly

sought after experience and digital skillset is not

limited to the UK-listed environment. It also includes

listed businesses outside of the UK, private equity and

larger technology companies where remuneration

arrangements can be more lucrative. As set out above,

we will continue to ensure the performance targets set

are commensurate with the overall opportunity.

For Pete, a 4.5% increase to £434,720 (FY2023: £416,000),

below the 5.1% average increase for the wider

workforce, was considered to be appropriate taking

into account his experience and the positioning of his

package against the market.

Overall, the Committee believes the salary increases to

be appropriate.

Remuneration outcomes for FY2024

Trainline performed strongly in FY2024 with financial

performance exceeding the top end of the annual

bonus stretch performance range. Performance against

non-financial measures was mixed with performance

predominantly in the threshold to target range and

with one measure missing threshold. As a result of this

performance the CEO and CFO achieved 84.7% of their

FY2024 annual bonus total opportunity.

Performance was strong against the financial measures

of the FY2022 PSP share award which is due to vest

7 May 2024, with FY2024 EPS performance exceeding

the top end of the exceptional performance range and

FY2024 Group Revenue performance slightly under

target. Relative TSR performance was below threshold

as Trainline’s share price has yet to fully recover from

the uncertainty created following the publication of the

Williams-Shapps Plan for Rail which included proposals

to create a new Great British Railways ticket retailing

website and app, proposals which have now been

withdrawn by the UK Government. As a result, 45% of

the CEO and CFO’s FY2022 PSP award will vest.

When reviewing the outcome of the FY2024 annual

bonus and the FY2022 PSP award the Committee

considered Trainline’s performance and the experience

of shareholders and other stakeholders including our

People and determined that the outcomes were a

fair reflection.

Workforce remuneration and related policies

The Committee is pleased with the actions Management

took to recognise the hard work of the wider workforce

in contributing to Trainline’s success in FY2024, including

the payment of a one-off cash award a £300 or Euro

equivalent voucher for all our People to use Trainline as

they experience a rail journey important to them, and

increasing the employee pool eligible to participate in

the annual bonus scheme.

Closing remarks

The Committee is dedicated to ensuring an open

dialogue with shareholders in relation to remuneration,

and we are very grateful for all the feedback we have

received as part of the Directors’ Remuneration Policy

review. We strongly believe that the new remuneration

policy and its implementation will greatly incentivise

management to create significant value for shareholders

and I hope you will support the proposed Directors’

Remuneration Policy at the 2024 AGM.

Rakhi Goss-Custard

Chair of the Remuneration Committee

3 May 2024

Directors’ remuneration report

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Remuneration at a glance

This section is a snapshot of the Company’s performance over FY2024, the remuneration received

by our Executive Directors and the implementation of the Remuneration Policy in FY2025.

Full details can be found in the Annual Report on Remuneration on pages 84 to 91.

FY2024 remuneration outcomes

Based on actual outturn as set out below, the CEO and the CFO will receive 84.7% of their

maximum bonus, representing 169.3% of salary for the CEO and 127.0% of salary for the

CFO and 45% of their FY2022 PSP award will vest.

Annual bonus outcome

Measures

Weighting

(% of total)

Performance targets

Actual FY2024

achievement

Resulting

outcome

(% of total)

Threshold

Target

Stretch

1

See page 147 for the definition of Group Adjusted EBITDA.

Weighting

(% of total bonus)

Resulting bonus outcome

(% of total bonus)

PSP awards vesting

Measures

Weighting

(% of total)

Performance targets

Actual FY2024

achievement

Resulting

outcome

(% of total)

Threshold

(16% vesting)

Target

(80% vesting)

Exceptional

(100% vesting)

1. EPS performance for the period 1 March 2023 to 29 February 2024.

2. Excluding investment trusts.

Implementation of the 2024 Remuneration Policy in FY2025

For FY2025, subject to approval of the proposed remuneration policy, the Executive

Directors will be remunerated as summarised in the table below.

Element of pay

Implementation for FY2025

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Remuneration Policy

This section of the report sets out the proposed 2024 Remuneration Policy which will be put before

shareholders for approval at the 2024 AGM. The Committee intends that the 2024 Remuneration Policy

will come into effect from that date (27 June 2024) for a period of up to three years.

Since early 2023 the Committee has spent considerable time reviewing Trainline’s executive remuneration structure to ensure it appropriately supports the delivery of the strategy and

exceptional performance for shareholders, while ensuring that Trainline can attract, retain and incentivise talent in what is an extremely competitive sector. Following the review, the

main changes to the 2024 Remuneration Policy are:

•

Rebalancing of the incentive framework. The maximum annual bonus opportunity is increased by 50% of salary to 250% of salary for the CEO and 200% of salary for the CFO

and the maximum PSP opportunity is reduced by 50% of salary to 300% of salary for the CEO and by 100% of salary to 250% of salary for the CFO. The total maximum incentive

opportunity continues to be 550% of salary for the CEO and has reduced to 450% of salary for the CFO.

•

Increase in the shareholding guideline to 250% of salary from 200% of salary to further enhance the alignment of interests between the Executive Directors and shareholders.

In developing the 2024 Remuneration Policy, the Committee consulted extensively with our largest shareholders, representing over 78% of our shares. The feedback provided was

invaluable and helped the Committee to refine its original proposals. Further details on the review process, proposed changes and the shareholder consultation exercise can be found

in the letter from the Chair of the Remuneration Committee on pages 71 to 73.

Executive Directors’ Remuneration Policy table

The table below sets out the individual elements of Executive Directors’ remuneration, how each element operates, and the maximum opportunity and any applicable

performance measures.

Element

Purpose and link to strategy

Operation

Maximum opportunity

Performance measures

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Element

Purpose and link to strategy

Operation

Maximum opportunity

Performance measures

Benefits

To ensure that the

overall package

is competitive.

Executive Directors receive private medical and

dental insurance for the individual and their

immediate family, and life assurance.

Other benefits may be provided at the

discretion of the Committee based on

individual circumstances and business

requirements, such as relocation allowances.

The value of benefits is based on the cost to the

Company and is not pre-determined.

The Committee retains the discretion

to approve a higher than typical cost in

exceptional circumstances (e.g. relocation) or

in circumstances driven by factors outside the

Company’s control (e.g. material increases in

insurance premium).

Not applicable.

Annual bonus

& Deferred

Share Bonus

Plan (‘DSBP’)

To incentivise

and reward the

achievement of

annual financial and

non-financial targets,

in line with the

Company’s strategic

priorities.

To directly align

the interests of

Executive Directors

and shareholders and

support retention

through long-term

deferral in shares.

The annual bonus is reviewed at the beginning

of each year to ensure that the bonus

opportunity, performance measures, targets

and weightings are appropriate.

The level of pay-out is determined by the

Committee after the year end, based on

performance against targets and any additional

factors it deems relevant.

Any annual bonus earned above a threshold

of 100% of salary will normally be deferred in

shares over a period of two years with half of

the deferred shares vesting after one year.

Dividends may accrue over the deferral period

in respect of DSBP awards that vest.

The maximum bonus opportunity is up to 250%

of salary for the CEO and up to 200% of salary

for other Executive Directors.

For threshold and target performance of

financial metrics, the bonus normally earned is

0% and up to 50% of maximum, respectively.

For strategic and/or personal metrics, the

amount of bonus earned will be determined

by the Committee between 0% and 100% by

reference to its assessment of the extent to

which the relevant metric or objectives have

been met.

The bonus is determined based on annual

performance against financial, strategic and/or

personal performance metrics.

Performance measures and weightings will

be determined at the start of the year to

align with the Company’s short-term financial

and strategic priorities. No more than 25%

of the bonus opportunity will be based on

personal objectives.

Details of the measures applicable for the year

under review are provided in the Annual Report

on Remuneration.

Remuneration Policy

continued

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Element

Purpose and link to strategy

Operation

Maximum opportunity

Performance measures

Performance

Share Plan

(‘PSP’)

To incentivise and

reward the delivery of

long-term shareholder

value and the

achievement of long-

term financial targets.

Awards of nil-cost options, market value

options or conditional shares are made

annually, with vesting dependent on the

achievement of performance conditions.

Awards are reviewed prior to grant to ensure

that the award level, performance measures,

targets and weightings are appropriate.

Awards normally vest based on performance

measured over a minimum of three years.

The level of vesting is determined by the

Committee after the performance period,

based on the degree to which the performance

conditions have been met. In adjudicating

the final vesting outcome, the Committee will

also consider the underlying performance

of the business, as well as the value created

for shareholders.

A two-year holding period will normally apply to

vested PSP awards during which vested shares

may not be sold save to cover tax liabilities.

Dividends may accrue over the vesting period

in respect of awards that vest.

The maximum annual award level is up to 300%

of salary for the CEO and up to 250% of salary

for other Executive Directors.

For threshold performance, up to 20% of the

award vests.

Performance conditions and weightings will be

determined prior to grant each year to align

with the Company’s longer-term strategy.

Details of the measures applicable for the year

under review are provided in the Annual Report

on Remuneration.

Share

Incentive Plan

(‘SIP’)

To encourage

employee share

ownership and further

support shareholder

alignment.

The Company operates an HMRC-approved

plan that provides all employees with a

tax-efficient way of purchasing Partnership

Shares and allows the grant of Free and/or

Matching Shares.

Executive Directors are entitled to participate in

the SIP on the same terms as other employees.

In line with the award limits set by HMRC

(or any lower limit as determined by

the Committee).

Not applicable.

Remuneration Policy

continued

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Notes to the Policy table:

Selection of performance measures

The annual bonus is currently based on a combination of financial and strategic measures

which are selected annually to reflect the Group’s strategy. The PSP is currently based on

EPS, revenue and relative TSR metrics, all of which are either key internal metrics for the

Company or represent a key indicator of value for our shareholders. Additional metrics,

including a sustainability-related metric, may be introduced if the Committee determines

it is appropriate to do so. Weightings for measures will focus on: financial performance;

the successful execution of Trainline’s strategy; and creating value for shareholders. The

Executive Directors do not currently participate in the SIP but if an Executive Director were

to choose to do so the Committee would ensure the Executive Director has the same

performance measures required of an employee participant.

The mix of annual and long-term measures is discussed in further detail in the Annual

Report on Remuneration. Targets are set taking into account a number of factors

including internal and external forecasts, and market practice.

The Committee keeps the performance measures, weightings and targets of both the

annual bonus and the PSP under review and reserves the right to adjust these if they are

no longer considered to be appropriate.

We set performance targets that are intended to incentivise organic growth. If a

materially significant acquisition (or disposal), or a series of such events which taken

together were material, were to take place, the Committee would consider applying

discretion to adjust the targets so that (i) performance is measured on a fair and equitable

like-for-like basis; and (ii) overall outturns are reflective of the overall shareholder

experiences. The circumstances of a transaction are always unique and there are a

number of factors that the Committee would consider including (i) when during the

performance period any transaction takes place; (ii) the nature of the transaction; (iii) how

the transaction is funded; and (iv) the impact of the transaction on the targets set. In line

with market practice, we have not adopted a formulaic approach to making adjustments

to targets and we have not set a specific materiality threshold. Instead, we take a

principles-based approach to determine whether or not a transaction is material in terms

of its scale and/or the impact on the performance targets and whether any adjustment to

targets should be made. Our aim is to ensure:

•

performance is measured on a fair and equitable like-for-like basis;

•

overall outturns are reflective of the overall shareholder experience;

•

any significant transaction does not result in the targets being materially more or less

difficult to satisfy;

•

Management are appropriately rewarded for making positive acquisitions/

divestments that are in line with the Company’s strategy and not dis-incentivised from

doing the right thing for the business at the right time;

•

retrospective adjustments are not made as a result of general changes in market

conditions or general market movements.

Discretion

The Committee may make minor amendments to the Policy (e.g. for regulatory, exchange

control, tax or administrative purposes or to take account of a change in legislation)

without obtaining shareholder approval for that amendment. The exercise of any

discretion will be fully disclosed in the relevant Annual Report on Remuneration. There

are a number of specific areas in which the Committee may exercise discretion, including:

•

to vary the annual bonus and PSP performance measures and weightings each year

to reflect strategic priorities;

•

to adjust the formulaic annual bonus and PSP outcomes positively or negatively based

on a holistic assessment, to ensure the final outcome is a fair and true reflection of

underlying business performance and stakeholder experience;

•

to adjust the performance conditions for in-flight PSP awards in exceptional

circumstances, provided the new conditions are no tougher or easier than the

original conditions;

•

to adjust in-flight PSP awards in the event of a variation of the Company’s share

capital or a demerger, delisting, special dividend, rights issue or other event, which

may, in the Committee’s opinion, affect the current or future value of awards;

•

to settle awards in cash (for example, on a termination).

Malus and clawback

Awards under the annual bonus (including deferred awards under the DSBP) and PSP are

subject to malus and clawback provisions. Provisions apply for a period of two years from

date of payment in respect of the cash bonus, and for a period of five years from date

of grant in respect of awards under the DSBP and the PSP.

Clawback refers to the recovery of paid or vested amounts, and may be applied in certain

circumstances including the following:

•

material misstatement of the Company’s financial statements;

•

conduct by the individual resulting in significant reputational damage

to the Company;

•

fraud, negligence or gross misconduct by the individual.

Malus refers to the reduction, including to nil, of unvested or unpaid awards.

The Committee is able to apply malus to awards in the circumstances set out above.

Remuneration Policy

continued

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Notes to the Policy table cont:

Executive Director shareholding guidelines

Shareholding guidelines are in place whereby Executive Directors are encouraged to build

and maintain over time a shareholding in the Company with a value equivalent to at least

250% of their base salary.

Executive Directors are subject to a post-employment shareholding guideline. Executive

Directors will normally be expected to maintain a holding of Trainline shares at a level

equal to the lower of the in-post shareholding guideline and the individual’s actual

shareholding for a period of two years from the date the individual ceases to be a

Director. The specific application of this shareholding guideline will be at the Committee’s

discretion. The post-employment guideline will be policed through the holding of vested

PSP awards and through the monitoring of shareholdings by the Company.

The Committee retains the discretion to vary the shareholding guidelines in

appropriate circumstances.

Remuneration Policy for new hires and internal promotions

The remuneration package for a new Executive Director will be set broadly in line with the

prevailing shareholder-approved Remuneration Policy at the time of the appointment.

The Committee will ensure that the package is sufficient to attract the appropriate

individual, having regard to the calibre, skills and experience required, whilst being

cognisant of not paying more than is appropriate.

In addition, the Remuneration Committee retains the discretion to offer additional

payments or awards subject to the principles and limits set out below. In determining

appropriate remuneration, the Committee will consider all relevant factors to ensure the

arrangements are in the best interests of the Company and its shareholders. This may, for

example, include (but is not limited to) the following circumstances:

•