Trainline plc

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Europe’s most

downloaded

rail travel app

Annual Report & Accounts 2026

Empowering

greener travel

choices,

connecting

people and places

Strategic Report

Highlights

Chair’s statement

At a glance

Business model

CEO’s statement

International case studies

Regulatory overview

Our technology

Strategic priorities

Strategy in action

Key performance indicators

CFO’s financial highlights

Principal risks and

uncertainties

Viability statement

People, community and

planet

TCFD, SECR and SASB

disclosures

Stakeholder engagement

and Section 172(1) statement

Financial Statements

Independent auditors’ report

103 Consolidated income statement

103

Consolidated statement of comprehensive income

104 Consolidated balance sheet

105

Consolidated statement of changes in equity

106

Consolidated statement of cash flows

107

Notes to the Group Financial Statements

142

Alternative performance measures

144 Parent Company balance sheet

145

Parent Company statement of changes in equity

146

Notes to the Parent Company Financial Statements

Governance

Chair’s governance statement

Governance structure

Board of Directors

Report of the Nomination Committee

Report of the Audit and Risk Committee

Directors’ remuneration report

Directors’ report

Statement of Directors’ responsibilities

Trainline plc Annual Report & Accounts 2026

Contents

Strategic priorities

Growing

supply

Oﬀering all the tickets,

fares and value-saving

features in the UK, while

aggregating new carriers

and routes as markets

liberalise across Europe.

Enhancing

the customer

experience

Enhancing the customer

experience through in-app

travel companion features

that help customers get

from A to B, including

AI-powered rail disruption

features.

Building

demand

Encouraging rail travel and

growing brand awareness,

while also leveraging

emerging AI distribution

channels.

Increasing

customer

lifetime value

Deepening 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 21

Find out more on page 29

1. Constant currency (“CCY”) year-on-year growth calculated for International Consumer and Trainline Solutions using prior period average €/£ exchange rate applied to current year reported numbers.

Basic EPS

+48%

Improved to 19.4p, from 13.1p in

FY2025

Operating proﬁt

+43%

Increased to £122 million from

£86 million last year

Financial highlights

Adjusted EBITDA

+11%

Increased to £177 million

from £159 million last year

Adjusted Basic EPS

+23%

Improved to 23.6p, from 19.2p in

FY2025

Net ticket sales

+7%

Increased to £6.3 billion,

from £5.9 billion last year

Revenue

+2%

Increased to £453 million

from £442 million last year

Trainline plc

Annual Report & Accounts 2026

Highlights

International case

studies

Trainline’s structural tailwinds across

both its domestic and foreign travel

markets.

People, community

and planet

Progress made in the year with our

people through diversity indicators

and Trainline’s cultural values, and

our eﬀorts in the community and

environment.

CEO’s statement

Updates from our CEO, Jody Ford,

on our milestones in the year, and

progress made towards Trainline’s

strategic priorities.

CFO’s ﬁnancial

highlights

Updates from our CFO, Peter

Wood, on the Group’s ﬁnancial

performance in the ﬁnancial year,

and the outlook for the coming year.

Strategic Report

Highlights

Chair’s statement

At a glance

Business model

CEO’s statement

International case studies

Regulatory overview

Our technology

Strategic priorities

Strategy in action

Key performance indicators

CFO’s ﬁnancial highlights

Principal risks and

uncertainties

Viability statement

People, community and

planet

TCFD, SECR and SASB

disclosures

Stakeholder engagement and

Section 172(1) statement

Trainline plc Annual Report & Accounts 2026

Strategic report

Positioned for growth

Strong strategic progress and robust operating performance.

Trainline delivered a year of continued strategic progress,

underpinned by resilient growth, strong cash generation

and further enhancement of its product and technology.

This reﬂects the team’s unwavering focus on the customer

and championing of rail as a greener way to travel. The

business remains well positioned against attractive long-

term structural tailwinds in both the UK and across Europe.

UK rail reform and GBR

The publication of the Great British Railways (GBR)

consultation output in November 2025 provided greater

clarity on the future structure of rail retailing. At a high

level, it reaﬃrmed the Government’s commitment to

a fair, open and competitive retail market, alongside

recognition of the important role independent retailers

play in driving innovation and improving customer

outcomes.

The proposed framework includes GBR assuming

industry governance responsibilities, a formal code of

practice, with independent oversight from the Oﬃce of

Rail and Road (ORR), and clear mechanisms for industry

consultation and challenge.

Maintaining an assertive stance with Government

The Board views the GBR consultation output as a

constructive step towards establishing appropriate

level playing ﬁeld safeguards for rail retailing. However,

Trainline maintains its assertive stance with the

Government to ensure that they meet their commitments

to a fair, open and competitive retail market, particularly

around the development of its new code of practice.

In addition, Trainline is making progress in rectifying

examples where TOCs self-preference their own retail

channels. An important example is the denial of access to

Delay Repay for third-party retailers – a consistent priority

for our customers and a key focus of our engagement

with Government.

In March 2026, the Government announced that, once

GBR is established, customers will be able to access Delay

Repay compensation through the retailer from which they

purchased their ticket, including independent retailers.

Disciplined capital allocation

The Group continues to generate strong cash ﬂows,

supported by its scalable, asset-light model, and we have

a clear and consistent capital allocation framework. In line

with this framework, we have continued to execute our

share buyback programme. As at 30 April 2026, we have

repurchased £94 million of shares under the current £150

million programme.

This brings total capital returned to shareholders to £294

million since September 2023, equivalent to around 23%

of issued share capital

The Board considers this a disciplined use of capital,

reﬂecting both strong cash generation and conﬁdence in

the long-term value of the business.

The business remains

well positioned with

attractive long-term

structural tailwinds in

both the UK and across

Europe.”

Brian

McBride

Chair

1. Calculated by reference to the original number of shares in issue at the

start of Trainline’s ﬁrst share buyback programme in September

2023

(481 million shares).

Trainline plc

Annual Report & Accounts 2026

Chair’s statement

Leadership transition

I would like to thank Jody Ford for his outstanding leadership

of Trainline. Over his tenure, the Group has undergone a

period of exceptional growth, establishing itself as Europe’s

leading rail app, now serving 27 million customers

. The

business has doubled net ticket sales across both UK and

International Consumer segments, more than doubled

proﬁts, and strengthened its position in key European

markets including France, Spain and Italy.

Jody has also built a high-quality leadership team and

a strong platform for continued growth. On behalf of

the Board, I

would like to thank him for his signiﬁcant

contribution during this important phase in the Company’s

development. We have initiated a succession process and

will appoint a CEO with the experience and capabilities

to lead Trainline through its next phase. This will include

navigating the establishment of Great British Railways as

the strategic authority for UK rail, alongside the continued

liberalisation of European rail markets, where we see

signiﬁcant long-term opportunity.

Looking ahead

The rail industry is entering a period of signiﬁcant transition.

While some uncertainty remains, the direction of travel is

becoming clearer. The Board remains focused on ensuring

Trainline continues to deliver value for customers and

partners, engages constructively with Government and

regulators and invests to strengthen its competitive position.

I would like to thank our colleagues for their continued

commitment, and our shareholders for their ongoing support.

Brian McBride

Chair

5 May 2026

Empowering:

Making it easy for customers to

access a range of value-saving

products across carriers and

journey options – championing

a much greener way to travel

Enhancing:

Leveraging scale, data and

technology to oﬀer a superior

customer experience

Connecting:

Oﬀering carrier partners

distribution and online retail

services at a lower cost to serve

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:

1. Number of customers across the UK and Europe who

have transacted at least once over the last 12 months.

Trainline plc

Annual Report & Accounts 2026

Chair’s statement

continued

Docusign Envelope ID: 79F42E9C-1A6A-8793-8096-AFBD2D969FE2

Currencies and multiple

payment methods

including Apple Pay,

Google Pay, PayPal,

SOFORT and iDEAL

We enable millions of travellers to unlock value when

booking rail travel through our highly rated mobile App

and website, as well as through our partner channels.

We work with over 270 rail and coach companies across more than 40 countries throughout

the UK and Europe.

By bringing all of the major carriers and new entrants onto one platform, we provide customers

with a large array 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.

We are Europe’s leading

independent rail platform

>270

rail and coach companies

>40

countries travelled

in and across by

Trainline customers

93%

of our UK transactions

are through our App

4.9/5

star app rating¹

1. iOS rating as at 30 April 2026.

Trainline plc Annual Report & Accounts 2026

At a glance

UK Consumer:

1 Travel App in the UK

We are the #1 travel app in the UK

, with 18 million

total active customers

. Trainline continues to

invest in its customer proposition, strengthening

the loyalty and engagement of our customer base

and, in turn, deepening our competitive moat.

Trainline is well placed to scale, particularly in

Spain, France and Italy as carrier competition

becomes more widespread over the next few

years. The three markets today represent an

addressable market of around €17 billion,

expected to grow to €23 billion by 2030

Within Trainline Solutions, B2B distribution was

the fastest-growing sub-segment and represents

our primary growth opportunity. Within a €6 billion

European business travel market

, our Global

API enables multi-carrier rail distribution, driving

strong growth across partners and markets.

International Consumer:

1 Rail Aggregator in Europe

Trainline Solutions:

1 B2B Rail

Platform Across UK and Europe

Our three business units are leaders in their

respective markets and each has signiﬁcant

headroom to scale.

1 rail

platform

Platform One is our agile and

proprietary technology. It is the engine

behind our App and website, and it

also powers the booking and retailing

solutions for our B2B partners (rail

carriers and travel platforms).

Using our product and technology

expertise, plus the unique data insights

generated across our large customer

base, we are leveraging AI to further

enhance our customer proposition.

Expertise

Expertise and scale

to invest

Technology

Scalable tech platform

optimised for

rail travel

’

Customers

We earn a commission and fees on B2C ticket sales. We also generate

revenue from advertising and ancillary services such as hotel booking,

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.

We seek to expand the services we provide, meeting more of our

customers’ needs and increasing our monetisation.

Most of our customers transact through our

mobile App, beneﬁtting from products and

features like Travel Forecast, AI Travel Assistant

and digital railcards, which in turn build loyalty

and engagement.

Brand

Strong brand

aﬃnity and

trust

Supply

All tickets, fares

and value-saving

features

Trainline plc

Annual Report & Accounts 2026

Business model

4.9/5

star-rated app on iOS

A highly-rated user

experience for our

customers and

partners

For our B2B partners

We give travel sellers

access to our rail content

via our Global API.

• Access to our rail content

and local features

through one connection

• Allowing travel sellers to

integrate rail into their

oﬀering, helping them

grow their business

For carrier partners

We provide end-to-end

online retailing solutions

for rail 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

• Broad range of products

and features to integrate

into their retail channels

Our people

Clear purpose at Trainline: make greener travel choices, connecting people and places.

Shareholders

Helping shareholders understand our business and strategy, while simultaneously

addressing their objectives and concerns.

Government and regulators

Encouraging modal shift while advising on fair, open and competitive rail markets.

Environment

Building motivation and pride to switch from driving and ﬂying to rail, with route

emission information and brand campaigns to drive awareness for sustainability of rail.

Our wider stakeholders…

For travellers

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 currencies and payment options

• Digital tickets, smart personalisation, real-time travel information and

many more features

more in this report

Page

Environmental

matters

Supplier code of conduct

Sustainability policy

Energy and carbon policy

None

People, community and

planet

Global GHG emissions

and data

44 to 45

Climate-related

ﬁnancial

disclosures

Energy and carbon policy

None

Climate-related risks

and opportunities

46 to 49

Our People

Trainline staﬀ handbook

People policies and

procedures

People

People, community and

planet

Stakeholder engagement

39 to 43

Social matters

n/a

None

People, community and

planet

39 to 45

Human rights

Human rights, anti-slavery

and human traﬃcking policy

Supplier code of conduct

Compliance

Principal risks and

uncertainties

Stakeholder engagement

53 to 54

Business model

n/a

All

None

8 to 9

Anti-corruption

and anti-bribery

Anti-fraud, corruption and

bribery policy

Conﬂicts of interest policy

Compliance

Supply and

partnerships

Principal risks and

uncertainties

People, community and

planet

Report of the Audit and

Risk Committee

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

Martin McIntyre

Company Secretary

5 May 2026

Trainline plc

Annual Report & Accounts 2026

Stakeholder engagement and Section 172(1) statement

continued

Docusign Envelope ID: E89C14F1-790A-8F35-83F3-D376F7CBDB66

Governance

Chair’s Governance Statement

Governance Structure

Board of Directors

Report of the Nomination Committee

Report of the Audit and Risk Committee

Directors’ Remuneration Report

Directors’ Report

Statement of Directors’ Responsibilities

Report of the

Nomination

Committee

Update from the Nomination

Committee on its activities.

Directors’

Remuneration Report

Remuneration outcomes for the

Board and the structure for the

next ﬁnancial year.

Chair’s governance

statement

An introduction from our Chair,

Brian McBride, on our Board and

Trainline’s governance.

Report of the Audit

and Risk Committee

The work of the Audit and Risk

Committee in monitoring the

Group’s Financial Statements,

its internal controls and risk

management framework.

Trainline plc Annual Report & Accounts 2026

Governance

Succession

On behalf of the Board,

would like to thank Jody and

Duncan for their contributions to Trainline’s success.

Jody’s leadership has been outstanding during what has

and continues to be a pivotal period for Trainline. Finding

the right candidate to deliver Trainline’s strategic priorities

and ensuring a smooth transition from Jody to our next

CEO

has been a key priority for me and the Board and

look forward to announcing our new

CEO once our

rigorous recruitment process has been completed.

Duncan has stewarded the Audit and Risk Committee

masterfully since

IPO and has provided immense

guidance, constructive challenge and advice to me, the

Board and Trainline during his tenure. It will be a challenge

to replace someone of Duncan’s calibre but we look

forward to announcing his successor as Audit and Risk

Committee Chair in due course.

Culture

strong culture that is aligned to our purpose and values

is critical to Trainline achieving its strategic priorities. The

Board receives regular updates on cultural indicators,

including employee engagement, feedback and retention,

and sets a clear tone from the top when engaging with

our people to help ensure that the right behaviours are in

place across the business.

The Board continues to engage closely with our Executive

Leadership to monitor Trainline’s culture and also engages

directly with our people, including visiting our Barcelona

team during the year to gain ﬁrst-hand insights into

Trainline’s culture outside of the

UK and experience

aggregation in Spain ﬁrst hand. More information on our

people and culture is available on pages

39 to 43.

Sustainability

Trainline has continued to live its purpose by taking

steps to reduce the impact of our own operations on the

environment, in particular the move to our new London

oﬃce which we expect will result in a signiﬁcant reduction

in our direct emissions and positions us well to achieve our

Scope

and Scope

SBTi net zero targets. We have also

accelerated engagement with our suppliers to encourage

them to set their own net zero targets and are seeing

strong successes here. Additional information on our

sustainability initiatives is available on pages

44 to 52.

Diversity and inclusion

The Board and the Nomination Committee recognise the

importance of diversity and inclusion and the positive

impact that a diverse workforce has on Trainline.

The Board is pleased to support the Group’s initiatives

to encourage and promote diversity throughout the

business. We strive to be transparent with our diversity

and inclusion data, which you can ﬁnd on page

42 and 60.

Annual General Meeting

We will be holding our

AGM on 18

June at our new London

oﬃce at

Stonecutter, London,

EC4A 4AH. I

encourage

our shareholders to attend and take advantage of this

opportunity to ask questions of the Board. Alternatively,

shareholders may submit their questions to the Board via

email to investor@trainline

.com.

Brian McBride

Chair

May

2026

On behalf of the

Board, I am pleased

to provide an overview

of our activities during

the year.”

Brian

McBride

Chair

Trainline plc

Annual Report & Accounts 2026

Chair’s governance statement

Docusign Envelope ID: 79F42E9C-1A6A-8793-8096-AFBD2D969FE2

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 objectivity 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.

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.

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,

is responsible for succession planning at the Board and

Senior Management level and oversees the development

of a diverse pipeline.

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.

Trainline’s Management Team

Led by the CEO, Trainline’s Management

Team is composed of the Group’s

senior executives who are responsible

for implementing, 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, Security and Privacy

Committee, and Disclosure Committee.

More information on Trainline’s Management Team is available at: https://www.trainlinegroup.com/who-we-are

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,

culture and strategy to enable the long-term success of

the Group. 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 its

purpose, values and strategy. It ensures 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 the Management

Team. 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.

Trainline plc

Annual Report & Accounts 2026

Governance structure

Board balance

Executive Director

Chair of the Board

Independent

Non-executive Director

years

Non-executive

Director tenure

Division of responsibilities

There is a clear division between executive and non-executive

responsibilities to ensure accountability and appropriate oversight.

The roles of the Chair of the Board, the

CEO

and the Senior

Independent Non-executive Director 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 at a glance

High-growth business

•

People

•

Finance

•

Digital & Commerce

•

Operations

•

Risk Management

•

Government & Regulatory

•

Technology

•

Duncan Tatton-Brown

Rakhi Goss-Custard

Jennifer Duvalier

Pete Wood

Jody Ford

Brian McBride

Marie Lalleman

Andy Phillipps

Board skills, knowledge and experience

Board and Senior Management diversity

No. of Board

members

% of the

Board

No. of senior positions

on the Board

No. of Executive

Management

% Executive

Management

Gender

Men

62.5%

70%

Women

37.5%

30%

Ethnicity

White British or other White

(including minority-White groups)

75%

70%

Asian/Asian British

12.5%

–

Not speciﬁed/prefer not to say

12.5%

–

30%

. Includes the Company Secretary.

2. Under EU

law, we cannot disclose ethnicity for one of our Board members.

. Includes the Chair,

CEO,

CFO

and

SID

Board meeting attendance

during the ﬁnancial year

Board member

Meetings

Brian McBride

7/7

Andy Phillipps

7/7

Duncan Tatton-Brown

7/7

Jennifer Duvalier

7/7

Jody Ford

7/7

Marie Lalleman

7/7

Pete Wood

7/7

Rakhi Goss-Custard

7/7

Trainline plc

Annual Report & Accounts 2026

Governance structure

continued

Committee Key

Audit and Risk Committee

Nomination Committee

Remuneration Committee

Chair of Committee

Brian

McBride

Chair

Jody

Ford

Executive Director and CEO

Pete

Wood

Executive Director and CFO

Jennifer

Duvalier

Senior Independent

Non-executive Director

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, President of the CBI,

and was a member of the Advisory Board

of Huawei UK.

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.

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.

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

Brian is a Senior Adviser to Scottish Equity

Partners and Chair of the Public Interest

Committee at KPMG.

Other appointments

Jody is a Non-executive Director of

the BBC.

Other appointments

None.

Other appointments

Jennifer is Senior Independent Director,

Chair of the Remuneration Committee and

the designated Non-executive Director

for employee engagement of Mitie

plc. She is Chair of the Remuneration

Committee of NCC Group plc, and is Chair

of the Sustainability Committee of The

Cranemere Group Ltd.

Trainline plc

Annual Report & Accounts 2026

Board of Directors

Duncan

Tatton-Brown

Independent Non-executive Director

Rakhi

Goss-Custard

Independent Non-executive Director

Andy

Phillipps

Independent Non-executive Director

Marie

Lalleman

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.

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 and Kingﬁsher plc.

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. Andy is the

co-founder of the Better Futures

Programme at the University of Cambridge.

Skills and experience

Marie has extensive experience of data-

driven strategic growth and consumer

behaviours having spent 29 years at

Nielsen ultimately as Executive Vice

President. Most recently, Marie was Chair

of the Nomination and Remuneration

Committee at Patrizia SE, which is listed on

the German SDAX. Marie holds a diploma

in International Business Management

and Administration from Kedge School

of Business and is based in France.

Other appointments

Duncan is Chair of Oxford Nanopore

Technologies plc and Loveholidays.com.

Other appointments

Rakhi is a Non-executive Director of

Schroders plc.

Other appointments

Andy is currently a member of the

Investment Advisory Committee of iQ

Capital and Non-executive Director at

Cambridge Angels.

Other appointments

Marie is Chair of the Nomination and

Corporate Governance Committee at

Criteo SA, which is NASDAQ listed. Marie

is also a Global External Advisor at Bain &

Company, Chair of the Advisory Board of

Vusion, a member of the Advisory Board

of TechForRetail, and a Non-executive

Director and Chair of the Nomination

and Remuneration Committee at PayFit.

Committee Key

Audit and Risk Committee

Nomination Committee

Remuneration Committee

Chair of Committee

Trainline plc

Annual Report & Accounts 2026

Board of Directors

continued

Strategy and performance

The Board reviewed and approved the Company’s strategy and budget and received updates throughout the year on execution, in

particular: engagement with UK Government and other stakeholders on the Railways Bill and development of the Code of Practice

for GBR; continued focussed marketing investment on European high-speed routes with emerging carrier competition; new product

launches such as the ‘Way to Train’ disruption features; and Trainline Solutions growth opportunities.

As part of these updates, the Board engaged with the Management Team and their reports to provide constructive challenge and

share their knowledge, skills and experience. When deliberating, the Board considered the feedback received from engagement

exercises with our stakeholders and seeks to incorporate them where they align with the long-term success of Trainline.

Workforce engagement and culture

The Board monitors workforce engagement and culture throughout the year, in particular by attending events, visiting our

Barcelona oﬃce and reviewing the results of Trainline’s employee engagement processes. The Board uses these and other sources

of insight to assess and monitor the culture and behaviours of the Group. Accordingly, the Board is satisﬁed that the Group’s culture

is a positive one.

As Trainline’s designated Non-executive Director for Workforce Engagement, Jennifer Duvalier continued to attend workforce focus

groups and meetings of the Company’s employee-led networks. Jennifer shared the key themes and perspectives arising from these

with the Board at various meetings in the year.

Capital allocation – returning value to shareholders and Convertible Bond redemption

During the year, the Board continued to implement the Company’s capital allocation policy, approving a further two share buyback

programmes totalling £225 million, to provide the Company with ﬂexibility in capital management and to enable the return of

surplus capital to shareholders. The Board also approved the redemption of the Company’s Convertible Bond at maturity in January

2026 utilising existing liquidity resources.

In reaching these decisions, the Board considered the prudent application of the capital allocation policy and modestly increasing

Group leverage at a time of strong commercial lending to maximise cash utilisation, while maintaining a balance sheet consistent

with the Board’s strategic priorities.

Cyber and information security

The Board received 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. The Board closely monitors progress against cyber and information

security strategy as part of the Group’s risk management practices.

Principal matters considered by the

Board during the year:

Group strategy and performance

•

Detailed review of the Group’s strategy and budget,

updates on initiatives, discussions of short and

long-term priorities and setting medium-term plans

•

Performance against the Group’s strategy and

budget throughout the year

Operational

•

Product development and marketing strategy

•

Technology, data and AI strategy

•

Customer service strategy

Shareholders and stakeholders

•

UK and European regulatory and political environment

•

Investor relations and key stakeholder updates

Reporting and risk management

•

Annual review of the Group’s principal and

emerging risks

•

Speciﬁc risk areas that are signiﬁcant to Trainline,

including information security and privacy

•

Review and approval of annual and half-yearly reporting

Leadership and people

•

Board and Management Team succession planning

•

Culture and workforce engagement

•

Annual People strategy including progress made on

diversity and inclusion initiatives

Governance, corporate responsibility

and sustainability

•

Results of the annual Board eﬀectiveness review and

agreement on the actions identiﬁed

•

2025 Annual General Meeting

•

Trainline’s sustainability strategy and net

zero commitments

•

The material internal controls environment in

preparation for Provision 29 of the UK Corporate

Governance Code 2024

Board in action

Links to Key Stakeholders

Our Customers

Our Carrier Partners

Government and Regulators

Our People

Our Shareholders

Trainline plc

Annual Report & Accounts 2026

Board of Directors

continued

Evaluation, composition and succession

Board and Committee performance

During FY2026, Trainline engaged Sam Allen Associates

Ltd (‘SAA’) to facilitate an external review of the Board and

Committees’ performance. The review was undertaken to

comply with the

UK Corporate Governance Code 2024 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.

SAA

has no other

connection to Trainline.

The review process began with initial scoping between

SAA and the Chair, the Senior Independent Non-executive

Director and the Company Secretary to set the context for

the evaluation and to tailor towards Trainline’s business.

The outcomes of the externally facilitated evaluation from

FY2025 were also considered.

Board members were invited to answer bespoke

questionnaires and to attend one-to-one meetings with

SAA

based around the performance of the Board, its

Committees’ and the Chair. In addition, feedback on the

Board was sought from the executives, regular presenters

and third-party service providers. SAA

then attended to

observe a Board & Committee meeting cycle.

The results of the evaluation were reviewed by the Board,

as a whole. The Committee performance reviews were

considered by their respective members. Overall, it was

concluded that the Board continues to operate with

clarity of purpose, strategic foresight and strong ﬁduciary

discipline, supported by a constructive and collaborative

culture. Overall, the Board’s performance was considered

to materially strengthen the business’ strategic direction

and its capacity to deliver long-term value.

Actions were identiﬁed and agreed by the Board and its

Committees, in particular:

•

continuing with knowledge-building sessions on

signiﬁcant strategic matters, such as AI and cyber

risk developments from internal and external subject

matter experts; and

•

evolving Board and Committee papers to include

additional insights on leading indicators of performance.

Skills, knowledge and experience

set out on pages

61 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.

The Committee ensures that it remains ﬁt for purpose and

adequately anticipates the future needs of the business.

Board composition and succession

The Board recognises that eﬀective succession planning is

critical to maintaining strong leadership and the delivery

of Trainline’s long-term strategy.

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 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 during FY2026. For more information

on any succession planning processes in the year, please

read page

66.

Trainline plc

Annual Report & Accounts 2026

Board of Directors

continued

The Committee’s activities planned for FY2027

FY2027

, the Committee intends to undertake the

following key activities:

•

complete the CEO and Audit and Risk Committee Chair

appointment process;

•

continue to monitor succession planning and the

development of a diverse pipeline of talent at the Board,

Board Committee and senior management level; and

•

review of progress against the Group’s overall diversity

and inclusion objectives.

Brian McBride

Chair of the Nomination Committee

May

2026

Membership

Committee member

Meetings

Brian McBride (Chair)

2/2

Andy Phillipps

2/2

Duncan Tatton-Brown

2/2

Jennifer Duvalier

2/2

Marie Lalleman

2/2

Rakhi Goss-Custard

2/2

* Independent Director

Our responsibilities

• Monitor the composition of the Board and its

Committees, including the performance 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

Role and work of the Nomination Committee

The Committee meets twice a year to consider the

Board’s skills, time commitments and conﬂicts of interest.

The Chair of the Committee reports to the Board to

provide oversight of the discharge of its responsibilities

throughout the year and informs the Board of any

relevant recommendations.

The Committee’s key activities during

FY2026 included:

•

talent and succession planning, in particular for the

CEO and the Audit and Risk Committee Chair;

•

the skills matrix of the existing Board and its Board

Committee membership, and the needs of the

Company in relation to execution of its overall strategy;

•

Director time commitments and conﬂicts of interest;

•

Trainline’s diversity and inclusion programme; and

•

oversight and agreement of the process for reviewing

the performance of the Board, its Committees and

individual Directors.

Brian

McBride

Chair of the

Nomination

Committee

Trainline plc

Annual Report & Accounts 2026

Report of the Nomination Committee

Docusign Envelope ID: 79F42E9C-1A6A-8793-8096-AFBD2D969FE2

Succession planning

As announced, the CEO

intends to step down during

FY2027 and the Audit and Risk Committee Chair will also

step down from the Board at our forthcoming

AGM.

The Committee maintains active and ongoing succession

planning for both Non-executive and Executive Directors,

as well as the broader Management Team, including

the development of internal talent pipelines and the

identiﬁcation of potential external candidates to ensure

Trainline is well positioned for future transitions. However,

for a European technology platform business such as

Trainline, it is not always possible to have immediate

“ready-now” successors for every role.

In light of the forthcoming Board changes, the Committee

implemented the planned succession process. This includes:

•

for the CEO, the consideration of both internal

and external candidates to ensure the strongest

possible shortlist;

•

the use of external search support to broaden the

candidate pool and access specialist expertise;

•

careful assessment of the skills and experience required

to lead the business through the next phase of growth

including: government engagement; international

expansion; and the evolving AI, data and technology

landscape; and

•

ensuring appropriate transition and handover

arrangements to maintain continuity and stability.

The Board is conﬁdent that these processes will support

the appointment of high-quality successors and ensure

continuity of leadership, while maintaining the right

balance of skills, experience, independence and diversity

across the Board.

Composition of the Board and its Committees

The Committee is satisﬁed that the Directors possess

the skills, knowledge, independence and experience

necessary to eﬀectively fulﬁl their roles and that the

current composition of the Board and its Committees

is eﬀective.

The Committee recognises that the Board does not

currently align with the Listing Rule target of

40%

or more female representation on the Board but is

conﬁdent that its policy of ensuring that candidates

from ethnically, racially and gender diverse backgrounds

are always included in shortlists for Board positions

will continue to maximise the opportunity for Board

appointments to reﬂect the diversity at Trainline and

in the wider community.

With Jennifer Duvalier as our Senior Independent Non-

executive Director, with at least one member of the

Board from a non-White ethnic minority background

and with three quarters of Non-executive Director

appointments since the Company’s

IPO in 2019

being

female, the Committee is conﬁdent that the existing

process in place for Board appointments will result in

alignment with the Listing Rules in full as we plan for our

longest serving Non-executive Directors to step down

from Trainline in the coming years to comply with the

UK Corporate Governance Code 2024

nine-year director

independence consideration.

Diversity and inclusion

The Committee supports Trainline’s commitment to a

diverse and inclusive workplace. Further information on

Trainline’s employee diversity initiatives is available on

pages

40 to 42.

Director reappointments, time commitments and

conﬂicts of interest

In accordance with the provisions of the UK Corporate

Governance Code 2024

, all Directors will retire at the

forthcoming

AGM

of the Company.

The Committee reviewed external commitments for

each Director of the Board, during the year. Overall,

the Committee is satisﬁed that all of the Directors

have devoted suﬃcient time to their duties and

demonstrate great enthusiasm and commitment to

their roles. Therefore, the Board has recommended their

reappointment acting on the advice of the Committee.

Further information on the Directors’ current external

appointments can be found on pages

61 to 62.

In addition, the Committee reviewed the independence

of the Non-executive Directors and conﬁrmed to the

Board that it considers the Chair and the Non-executive

Directors to remain independent, in accordance with the

provisions of the 2024 Code.

Board and Board Committee eﬀectiveness evaluation

The Board and Board Committee performance review for

FY2026 was externally facilitated. More information on the

evaluation is available on page

64.

Trainline plc

Annual Report & Accounts 2026

Report of the Nomination Committee

continued

Duncan

Tatton-Brown

Chair of the

Audit and Risk

Committee

•

monitoring the eﬀectiveness and independence of the

External Auditor, and the eﬀectiveness of the Internal

Audit function;

•

considering the going concern and viability

statements; and

•

monitoring the adequacy and eﬀectiveness of the

Group’s internal control systems, in particular in

preparation for the application of Provision 29 of the

UK Corporate Governance Code 2024 when it comes

into eﬀect for FY2027.

The Committee’s activities planned for FY2027

Prior to the Committee’s FY2027 report, it intends to

undertake the following activities:

•

support the transition of the mandatory lead audit

partner rotation for the FY2027 audit;

•

review the implementation of the material controls

declaration framework in preparation for disclosure in

FY2027, in compliance with Provision 29 of the 2024

Corporate Governance Code; and

•

monitor the preparation for disclosure against the UK

Sustainability Reporting Standards for FY2028.

Duncan Tatton-Brown

Chair of the Audit and Risk Committee

May 2026

Membership

Committee member

Meetings

Duncan Tatton-Brown

*†

(Chair)

4/4

Andy Phillipps

4/4

Jennifer Duvalier

4/4

Marie Lalleman

4/4

Rakhi Goss-Custard

4/4

* Independent Director

† Relevant ﬁnancial knowledge

Our responsibilities

•

Monitor the integrity of the Company’s Financial

Statements and report to the Board on the Annual

Report and Financial Statements and other disclosures

•

Oversee the External Auditor and monitor

their independence

•

Monitor and review the internal control and risk

management system

•

Oversee the Internal Audit function and monitor

the eﬀectiveness of its work

•

Review whistleblowing, fraud, bribery and other

compliance policies and procedures

I am pleased to introduce my ﬁnal Audit and Risk

Committee Report for Trainline before I step down

as Chair of the Committee at the forthcoming AGM.

I would like to thank my fellow Committee members,

the wider Board, the Management Team and our

colleagues across the business for their support,

challenge and commitment throughout my time

with Trainline.

Role and work of the Audit and Risk Committee

Meetings are held to coincide with key events, in

particular the reporting and audit cycle for the Group.

The Chair of the Committee reports to the Board on

the business concluded at Committee meetings, the

discharge of its responsibilities, and informs the Board

of any recommendations made.

The Committee’s key activities during

FY2026 included:

•

overseeing the integrity of the Group’s ﬁnancial

reporting, including accounting policies, alternative

performance measures, signiﬁcant reporting issues,

judgements and estimates;

•

considering whether the Annual Report and Financial

Statements, taken as a whole, are fair, balanced

and understandable, and provide shareholders with

the information necessary to assess the Company’s

position, performance, business model and strategy;

Trainline plc

Annual Report & Accounts 2026

Report of the Audit and Risk Committee

Docusign Envelope ID: 6B994BE3-E7EE-8173-827B-2D5C4183F793

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:

•

coordination 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.

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.

As part of the year-end reporting process the Committee

reviewed this Annual Report and considered whether it is

fair, balanced and understandable; a Management report

on accounting estimates and judgements; Management

and the External Auditor’s reports on internal controls,

accounting and reporting matters; and Management

representation letters concerning accounting and

reporting matters.

The Committee also considered the FRC’s corporate

reporting focus areas during the year and their relevance

to the Group’s reporting.

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.

Carrying value of goodwill

The carrying value of goodwill depends on

the future cash ﬂow forecasts supporting

the carrying value. There is inherent

estimation uncertainty in estimating the

future cash ﬂows and the time period

over which they will occur. There is also

estimation uncertainty in arriving at an

appropriate discount rate to apply to

the cash ﬂows as well as an appropriate

terminal growth rate. As such, this area of

estimate is a focus for the Committee.

Capitalisation of internal software

development costs

The capitalisation of development costs

involves the assessment of several diﬀerent

criteria that can be subjective and/or

complex in determining whether the costs

meet the threshold for capitalisation.

As such, this is an area of focus for the

Committee.

Carrying value of investments in

subsidiaries (Parent Company only)

The carrying value of investments in

subsidiaries is assessed at year-end for

indicators of potential impairment. Where

such indicators are identiﬁed, management

exercises judgement in estimating the

recoverable amount, including the preparation

of discounted cash ﬂow models. This involves

determining appropriate assumptions such as

the discount rate and long-term growth rate.

As such, this area is a focus for the Committee.

The Committee reviewed and discussed

Management’s conclusions around the

carrying value of goodwill, including:

•

the methodology applied;

•

the achievability of the business plan;

•

the appropriateness of discount

rates and long-term growth rates

applied; and

•

the outcome of sensitivity analysis.

The Committee agreed with Management’s

conclusions that the carrying value of

goodwill is supported by the expected

future cash ﬂows of both the UK Consumer

and International Consumer businesses.

The Committee reviewed and discussed

Management’s conclusions around

the capitalisation of development

costs, including:

•

the methodology applied;

•

the judgements made by Management

for determining the basis for

recognition of these development

costs; and

•

the underpinning systems and controls.

The Committee agreed with Management’s

conclusion regarding the basis for

capitalisation of these costs.

The Committee reviewed and discussed

Management’s conclusions around the carrying

value of investments in subsidiaries including:

•

the methodology applied;

•

the achievability of the business plan;

•

the appropriateness of the discount rate

and long-term growth rate applied; and

•

the outcome of sensitivity analysis.

The Committee agreed with Management’s

conclusion that the recoverable value is

lower than the carrying value and that an

impairment of the investments in subsidiaries

balance is required.

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.

Trainline plc

Annual Report & Accounts 2026

Report of the Audit and Risk Committee

continued

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.

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

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.

In accordance with the FRC’s Minimum Standard for

Audit Committees, audit quality indicators (AQIs) were

presented by Management, which provide the Committee

with additional insight and information to support the

Committee’s assessment of the quality and eﬀectiveness

of the external audit and 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 28 February 2026 were approved by the Committee

and amounted to £64,000, which were attributed to

half-year review services undertaken by the External

Auditor and subscriptions for business and accounting

knowledge. The ratio of audit to non-audit fees for FY2026

was 14.2. 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

of Regulation (

) No

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

A schedule of non-audit work carried out by audit ﬁrms

for the Group is provided to the Committee periodically to

provide insight on Trainline’s non-audit relationships with

audit ﬁrms and to ensure the Group has a fair choice of

suitable external auditors at the next audit tender.

External Auditor and audit fees

PwC was appointed as External Auditor to the Company

FY2021 and there are no current plans to undertake a

tendering process for the External Auditor in FY2027, which

must take place by FY2032. The lead audit partner for the

External Auditor is Jaskamal Sarai. The Committee will look

to support the transition of the mandatory lead audit

partner rotation for the FY2027 audit.

Ahead of the next audit tender, the new requirements set

out in the Minimum Standard for Audit Committees in

relation to the tender process will be incorporated into the

Committee’s process and tracked to ensure they are met.

The Committee was satisﬁed that the level of audit fees

payable in respect of the audit services provided, being

£905,784

(

FY2025: £767,351), was appropriate and that the

increases in fees related to inﬂationary increases and an

increased external audit scope.

Trainline plc

Annual Report & Accounts 2026

Report of the Audit and Risk Committee

continued

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 FY2026.

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.

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 Board 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 32

37.

The Committee also receives periodic updates from the

Chief Information Security Oﬃcer (CISO), which help

provide additional guidance on the technology and

cybersecurity-related risks facing the business. In addition,

the Committee gains an understanding of the audit work

performed and conclusions reached by PwC over the

control environment of the Group’s critical IT systems.

During the year, the Audit and Risk Committee oversaw

Management’s programme of work to support and

embed a stronger anti-fraud culture, in preparation for

the UK

’s new corporate oﬀence of “failure to prevent

fraud” introduced by the Economic Crime and Corporate

Transparency Act 2023, which came into force on

1 September 2025. As part of the work, Management

refreshed the Group’s fraud risk assessment process

to help identify potential fraud-related risks and

where appropriate decide on mitigating actions. The

Committee agreed that the Group’s current fraud risk

mitigation processes demonstrated reasonable fraud

prevention measures.

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.

Trainline plc

Annual Report & Accounts 2026

Report of the Audit and Risk Committee

continued

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, and seek approval for, 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.

Internal controls review

The Board monitors the key elements of the Group’s

internal control and risk management framework,

supported by the Committee.

Throughout the year, Internal Audit assesses the

operating eﬀectiveness of these controls, and where

necessary works with Management to deﬁne plans to

remediate gaps and improve the operating eﬀectiveness

of the control environment. Formal updates are provided

to the Committee on these remediation activities.

The Committee advises the Board on its review of the

eﬀectiveness of the systems and processes including

ﬁnancial, operational and compliance controls during

the year.

During FY2026, the Committee continued to receive

reports from the Internal Controls Steering Committee

on the development of the material controls disclosure

framework and engagement with the Financial Reporting

Council and external advisers on the implementation of

Provision 29 of the

Corporate Governance Code 2024.

The development of the framework is now in advanced

stages, with Internal Audit having conducted a “pilot

programme” process in preparation. The Group is well

placed to begin reporting on the framework in FY2027,

in accordance with Provision 29 of the

Corporate

Governance Code 2024.

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

Trainline plc

Annual Report & Accounts 2026

Report of the Audit and Risk Committee

continued

In relation to the FY2024 PSP award, Trainline has

performed strongly on ﬁnancial measures over the three-

year performance period, with average annual revenue

growth of 11.7

% and cumulative

EPS

adjusted for share-

based payments of 52.7

pence (

8.2

pence in the ﬁnancial

year preceding the start of the performance period to

22.7

pence in

FY2026

). The share price performance has

however been disappointing and as a result the

TSR

element did not achieve threshold and will not vest.

As a

result of this performance,

44.5% of the FY2024 PSP award

for the CEO and CFO

will vest.

two-year holding period

will apply to the FY2024 PSP

award during which vested

shares may not be sold (save to cover tax liabilities).

When reviewing the outcome of the

FY2026

annual

bonus and the

FY2024 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

of performance over the relevant periods and that no

discretion would be applied.

Remuneration arrangements for FY2027

The remuneration arrangements for

FY2027 will align

with the Remuneration Policy and broadly mirror those

for FY2026

, being a maximum bonus opportunity of

250%

and 200% of salary for the CEO and CFO

respectively and

a PSP award of 250% of salary for the CFO. Considering

his departure from Trainline during

FY2027, Jody will only

be eligible for the cash element of the bonus (which is

limited to 100

% of salary), prorated for service in the year.

No deferred element will be paid. Jody will also not be

eligible for an FY2027 PSP award.

Membership

Committee member

Meetings

Rakhi Goss-Custard (Chair)

3/3

Andy Phillipps

3/3

Duncan Tatton-Brown

3/3

Jennifer Duvalier

3/3

Marie Lalleman

3/3

* Independent Director

Our responsibilities

•

Develop the Group’s policy on executive remuneration

and monitor its ongoing appropriateness

•

Determine the levels of remuneration for Executive

Directors, the Chair and the Management Team

•

Review workforce remuneration and related policies

•

Administer the Group’s share schemes

Trainline’s performance during FY2026

Trainline has delivered a robust ﬁnancial performance

in FY2026

with continued growth in proﬁtability with

adjusted EBITDA increasing by

% year-on-year to

£177

million and Group revenue growth of

. Good

progress has also been made on net ticket sales with

record sales for the fourth year in a row, continued

growth in Consumer net ticket sales in the

UK of 6% and

(

5% on a reported basis) in International, and strong

performance in Trainline Solutions where net ticket sales

were 14%

(

% on a reported basis) higher year-on-year.

Remuneration outcomes for FY2026

For the FY2026

annual bonus ﬁnancial measures

revenue performance was between target and stretch,

net ticket sales performance was above threshold and

adjusted EBITDA ﬁnancial performance exceeded the

maximum target resulting in overall ﬁnancial measure

achievement of

44.5

% out of

75%.

Performance against strategic measures for the

FY2026

annual bonus varied across measures but overall resulted

in an outturn achievement of

11.2

% of total bonus

opportunity, being

44.7

% of the total strategic measure

opportunity, highlighting the stretch of the targets set by

the Committee at the start of the year. As

a result of this

performance, the

CEO and CFO

achieved

55.7% of their

FY2026

annual bonus total opportunity.

The value of the

FY2026

annual bonus above

100% of

salary will be deferred into shares.

. constant currency year-on-year growth calculated using prior period

average €/£ exchange rate applied to current year reported numbers.

Rakhi

Goss-Custard

Chair of the

Remuneration

Committee

Trainline plc

Annual Report & Accounts 2026

Directors’ remuneration report

Docusign Envelope ID: 78BAB3B0-3093-8F30-83

87-7D30A39286AE

➔

Directors' remuneration report

continued

Remuneration arrangements for FY2027

conti

nued

Weight

ings for the annual bon

us wil

l continue to be 75% on f

inancial measures, spl

equal

ly between Group net ticket sa

les, revenue and adj

usted EBITDA, and 25% on

strategic objectives. For FY2027, strateg

ic object

ives w

ill focus on: engagement w

ith the

UK Government; growth in new revenue; prof

itab

ility of the International business; the

core customer experience; and organisation health,

includ

ing a refreshed people metr

which prov

ides a more holistic view of the emp

loyee experience. It was determined that

a separate sustainability-linked perception meas

ure wo

uld not be incl

uded for FY2027 on

the basis that progress aga

inst Tra

inline's overa

l purpose of driv

ing a modal shiﬅ from

cars and planes to rail and coach is reflected in financial performance, in particular net

ticket sales.

For the FY2027 PSP award, performance measures will remain relative TSR, cumulative

EPS and average annual reven

ue growth, weighted eq

ual

ly.

The Committee receives updates on remuneration and related policies for the wider

workforce. Further information on these are available on pages 78 and 79, and the

Committee takes these into account when sett

ing Execut

ive Director remunerat

ion.

For FY2027, the Committee cons

iders it appropriate for Pete's salary to increase by

2.8% to £464,768, which is less than the average wider workforce

increase of 3.1%. The

Committee determined that there should be no salary increase for Jody for FY2027.

Remuneration arrangements for departing CEO

As announced on 25 Febr

uary 2026, Jody intends to step down as CEO aﬅer more than

six years at Trainl

ine. He w

ill rema

in employment and continue to lead Trainline as

CEO through the transit

ion to new leadersh

ip. The Remuneration Comm

ittee careful

considered remuneration arrangements in connection w

ith Jody's departure, which are

in line w

ith the Remunerat

ion Pol

icy approved by shareholders and d

iscret

ions ava

ilable

under the relevant incentives. Full deta

ils of these arrangements are prov

ided on page 78.

Looking ahead to FY2027

Our Remuneration Policy was last approved by shareholders at the 2024 AGM and

therefore will be subject to renewal at the 2027 AGM in line with the normal three-year

cycle in the UK. In advance of this, the Committee will be reviewing the Remuneration

Policy and its

implementat

ion to ensure

it cont

inues to s

upport the Group's strategic

priorities and continues to attract and retain h

igh-cal

ibre executive talent in a

competitive market environment.

ue"Z:s-



aniGoss-Cust

ard

Chair of the Remuneration Committee

5 May 2026

Trainline p

ie Annual R

eport & Accounts 2026

Remuneration at a glance

Based on actual outturn as set out be

low, the CEO and the CFO

wil

l receive 47.8% and

55.7% of their respective maximum bonus, represent

ing 119.6% of salary

for the CEO

and 111.3% of salary for the CFO, and 44.5% of their

FY2024 PSP award wil

l vest.

Annual bonus outcome

Measures

Group net tick

sale

Group

rev

enue

Group adjusted

EBITDA

Total

Weighting

(%of

Performance targets

Actual

Resulting

FY2026

outcome

total)

Threshold

rget

Stretch

Maximum

achievement

(%of total)

25% £6,303m £6,356m £6,409m £6,500m

25%

£442m

£450m

25%

£168m

£171m

75%

£457m

£469m

£173m

£178m

£6,319m

£453m

£177m

3.8%

16.3%

24.3%

44.5% out of 75%

1. See page 141 for the defin

ition of Group adjusted EBITDA.

Strategic obj

ectiv

PSP awards vesting

Weighting

Resulting outcome

(%of total bonus)

25%

11.2% out of 25%

Performance targets

Kicker award

Core award

(29%of total

(71%of total award)

award)

Threshold

Max

Weighting

(20%vesting

(100%vesting

Resulting

(%of

of core

of kicker

Actual

outcome

Measures

total)

award)

achievement

(%of total)

Relative TSR vs

Upper

85th

Below

FTSE 250

50%

Median

quartile

percentile

median

Average annual

revenue growth

25%

11%

14%

11.7%

19.5%

Cumulative EPS

25%

26.6p

33.2p

40.6p

52.7p

25.0%

Total

100%

44.5% out of 100%

1. Excluding investment trusts.

2. For the period 1 March 2023 to 28 Februa 2026

3. Cumulative basic EPS w

ith the

impact of share-based payments excluded 

r the period 1 March 2023 to

28 Februa 2026.

4. Were the share buy

back to be excluded, cumu

lative EPS wou

ld have been 48.8 pence

The Remuneration Policy was approved by shareholders at the

June

2024 AGM

and is available in full in our

FY2024

Annual Report which can be found at

www.trainlinegroup.com/investors. The summary table below sets out the individual elements of Executive Directors’ remuneration, how each element operates, the maximum

opportunity where relevant and how it will be implemented in

FY2027.

Element of pay

Purpose and link to strategy

Policy and implementation for FY2027

Fixed remuneration

Base salary

To recruit and retain high-

calibre Executive Directors.

Base salaries are determined taking into account a number of factors, including: the individual’s role, responsibilities and performance; salary

levels within comparable companies and the tech sector; and salary increases for the wider workforce.

For FY2027, Pete Wood’s salary will increase by 2.8% which is less than the wider workforce average of 3.1%, to £464,768. Jody Ford will not receive a

salary increase for FY2027 given his upcoming departure.

Pension

To provide appropriate

retirement plans.

The Executive Directors currently participate in the Company’s pension scheme, and the Company either makes contributions on their behalf

or the Executive Director can receive a cash allowance.

For FY2027, the CEO’s and CFO’s pension beneﬁts by way of cash allowance align with the broader workforce, at c.5.5% of salary.

Beneﬁts

To ensure that the overall

package is competitive.

Beneﬁts include private medical and dental insurance for the individual and their immediate family, and life assurance. Other beneﬁts may be

provided based on individual circumstances and business requirements.

Variable pay

Annual bonus

and 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 payout 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 be deferred in shares over a period of two years with

half of the deferred shares vesting after one year. The maximum bonus opportunity is 250% of salary for the CEO and up to 200% of salary for other

Executive Directors. Malus and clawback 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.

For FY2027, awards of up to 250% of salary for the CEO and 200% of salary for the CFO are based on the achievement of Group ﬁnancial targets

(weighted 75% of maximum) and strategic objectives (weighted 25%). Financial measures include a four-point performance structure of entry,

target, stretch and a maximum target. Strategic measures will be assessed based on performance between threshold and stretch objectives. For

FY2027, given his departure from the business, Jody Ford will only be eligible for the cash element of the bonus (which is limited to 100% of salary,

prorated for service in the year).

PSP

To incentivise and reward

the delivery of long-term

shareholder value and the

achievement of long-term

ﬁnancial targets.

Awards 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 apply to vested PSP awards during which vested shares

may not be sold save to cover tax liabilities. The maximum annual award level is up to 300% of salary for the CEO and up to 250% of salary for other

Executive Directors. Malus and clawback provisions apply for a period of ﬁve years from date of grant in respect of awards under the PSP.

For FY2027, an award of 250% of salary for the CFO is based on average annual revenue growth, cumulative EPS and relative TSR with measures

weighted equally. Jody Ford will not receive an FY2027 PSP award.

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.

Malus and clawback: The circumstances in which malus and clawback can be applied are outlined in the Remuneration Policy. The Committee considers that the malus and clawback time horizons (as outlined above) are appropriate

considering the nature and risk proﬁle of the business and the incentive time horizons, and provide suﬃcient time for any potential malus and clawback event to arise. There was no application of malus and clawback in the reporting

period in relation to Executive Directors.

Trainline plc

Annual Report & Accounts 2026

Remuneration policy overview

The following section sets out our Annual Report on Remuneration and outlines decisions made by the

Committee in relation to Directors’ remuneration in respect of FY2026 and how the Committee intends to apply

the Remuneration Policy in FY2027.

The Directors’ Remuneration Report, other than page

, will be subject to an advisory

shareholder vote at the

AGM to be held on 18

June

2026. Where information has been

audited, this has been stated. All other information in this report is unaudited.

Shareholder voting

The table below sets out the voting outcome for the Directors’ Remuneration Report at

the 2025 AGM

and the Remuneration Policy vote at the

2024 AGM.

Votes for

Votes against

Votes withheld

No. of shares (m)

Percentage

No. of shares (m)

Percentage

No. of shares (m)

Remuneration Report

316.4

96.56%

11.3

3.44%

10.1

Remuneration Policy

266.0

81.72%

59.5

18.28%

61.3

Implementation of the Remuneration Policy in FY2026

Single ﬁgure of total remuneration for Executive Directors (Audited)

The Committee considered that the Remuneration Policy operated as intended during

the year and no discretion was applied in relation to

FY2026

remuneration outcomes.

Context for

FY2026

remuneration outcomes is available on page

72.

Financial

year

Salary

(‘000)

Pension

(‘000)

Beneﬁts

(‘000)

Total

ﬁxed

(‘000)

Annual

bonus

(‘000)

vest

(‘000)

Total

variable

(‘000)

Total

remuneration

(‘000)

Jody

Ford

FY2026

£726

£40

£3

£769

£870

£883

£1,753

£2,522

FY2025

£695

£38

£3

£737

£1,262

£2,501

£3,763

£4,500

Peter

Wood

FY2026

£451

£25

£3

£478

£503

£569

£1,072

£1,551

FY2025

£433

£24

£2

£459

£627

£1,324

£1,951

£2,410

. This includes the cash element in full and the ﬁrst tranche of the deferred award. The ﬁrst tranche of the deferred

award will only be delivered if Jody remains in service until December

2026 or if he is asked to step aside before

then. Jody will not receive the second tranche of the deferred award. If Jody were not stepping down, his annual

bonus outcome would have been £

1,012,825.

2. The PSP

awards expected to vest on

12 May 2026

multiplied by the average share price for the three months

ending 28

February

2026 being £2.113

. The share price used at grant was £

2.406. As

the three-month average

share price is less than the share price at grant, none of the value above relates to share price appreciation.

3. In the FY2025

Annual Report, the value of the shares vesting for Jody Ford and Peter Wood was calculated by

reference to the average share price for the three months ending

February

2025 being £3.853

. These ﬁgures

have now been restated by reference to the share price on the date of vesting being £

2.639.

Executive Director base salary

During

FY2026

, as disclosed in last year’s Annual Report, the Committee approved an

increase for Jody Ford’s salary as

CEO to £728,000

(

FY2025

: £

700,000

) and an increase

for Pete Wood’s salary as

CFO to £452,109

(

FY2025

: £

434,720).

Pension and beneﬁts

During

FY2026

, Jody Ford and Pete Wood received pension beneﬁts by way of cash

allowances equal to

5.5

% of salary respectively. This pension allowance aligns with

that for the wider workforce. Beneﬁts can include life assurance and medical and

dental insurance beneﬁts for the Executive Directors and their immediate families.

The overall level of beneﬁts will depend on the cost of providing individual items

and the individual’s circumstances.

Single ﬁgure of total remuneration for Non-executive Directors (Audited)

Financial year

Fees (‘000)

Taxable beneﬁts (‘000)

Total fees (‘000)

Andy Phillipps

FY2026

£88

£0

£88

FY2025

£75

£0

£75

Brian McBride

FY2026

£280

£0

£280

FY2025

£265

£0

£265

Duncan Tatton-Brown

FY2026

£95

£0

£95

FY2025

£85

£0

£85

Jennifer Duvalier

FY2026

£98

£0

£98

FY2025

£85

£0

£85

Rakhi Goss-Custard

FY2026

£95

£0

£95

FY2025

£85

£0

£85

Marie Lalleman

FY2026

£88

£0

£88

FY2025

£75

£0

£75

Non-executive Director fees

During

FY2026

, the Committee reviewed the Board Chair fee given it had remained

unchanged since our

IPO in 2019

and taking into account the time commitment of the

role and market practice in similarly sized

FTSE 250

companies. Overall it was determined

that the Board Chair fee should be increased to £

287,000

(

FY2025

: £

265,000

). The Board

also undertook a review of

NED

fees and approved an increase in the basic

NED fee to

£65,000

(

FY2025

: £

60,000

) and an increase to the Committee Member fee to £

10,000

(

FY2025

: £

5,000).

Trainline plc

Annual Report & Accounts 2026

Annual report on remuneration

Annual bonus (Audited)

The maximum bonus opportunities for

FY2026 were 250% of salary for Jody Ford as

CEO and 200% of salary for Pete Wood as CFO

. The annual bonus is based on the

achievement of Group ﬁnancial targets weighted

% and a set of speciﬁc strategic

objectives weighted

%. Achievement of threshold, target, stretch and maximum

performance target results in a

0%, 50%, 90% and 100

% of maximum payment

respectively. Performance targets and actual outturn are set out below.

Financial element

Measures

Weighting

(% of total)

Performance targets

Actual

FY2026

achievement

Resulting

outcome (%

of total)

Threshold

Target

Stretch

Maximum

Group net

ticket sales

25%

£6,303m

£6,356m

£6,409m

£6,500m

£6,319m

3.8%

Group revenue

25%

£442m

£450m

£457m

£469m

£453m

16.3%

Group adjusted

EBITDA

25%

£168m

£171m

£173m

£178m

£177m

24.3%

Total

75%

44.5% out of 75%

1. See page 142

for the deﬁnition of Group adjusted EBITDA

Strategic element

Measure

Weighting

(% of total)

Key progress during FY2026

Actual

FY2026

achievement

Resulting

outcome

(% of total)

Government

engagement

13%

Assertive approach to

secure key level playing

ﬁeld changes, in particular

commitment to access to

Delay Repay

Target

substantially

achieved

8.5%

Enhance customer

experience and build

demand

International proﬁtability

target was achieved.

International NTS growth

threshold target was not

achieved

Threshold

2.7%

Purpose linked and

culture

Recognition of Trainline as

a sustainable brand and

culture threshold targets

were missed

Below

threshold

Total

25%

11.2% out of 25%

The Company considers the individual strategic elements to be commercially sensitive.

Annual bonus (Audited)

continued.

The resulting bonus outcomes for

FY2026

for the Executive Directors are set out below.

Annual bonus outcome

(% of maximum)

Annual bonus outcome

(% of salary)

Annual bonus

outcome (‘000)

Jody Ford

47.8%

119.6%

£870,413

Pete Wood

55.7%

111.3%

£503,195

. This includes the cash element in full and the ﬁrst tranche of the deferred award. The ﬁrst tranche of the deferred

award will only be delivered if Jody remains in service until December

2026 or if he is asked to step aside before

then. Jody will not receive the second tranche of the deferred award. If Jody were not stepping down, his annual

bonus outcome would have been £

1,012,825 being 55.7

% of maximum annual bonus outcome and

139.1% of

salary.

100

% of salary will be paid in cash, and the balance, being £

142,413

(

19.6% of salary) for

Jody Ford and £51,086

(

11.3

% of salary) for Pete Wood, will be paid in deferred bonus

shares under the DSBP

Deferred Share Bonus Plan (DSBP) awards to be granted in FY2027 (Audited)

DSBP

awards in relation to the FY2026

annual bonus will be granted in

FY2027. The

DSBP

awards will be subject to a two-year deferral period with half of the deferred shares

vesting after one year subject to continued employment. Jody Ford is only eligible to

receive the ﬁrst tranche of his deferred award.

DSBP share awards granted in FY2026 (Audited)

The CEO and CFO

were granted conditional share awards under the DSBP as set out in

the table below:

Date of

grant

No. of

granted

Share price

at grant

Face value

Award as %

of salary

Vesting date

Jody Ford

7 May 2025

209,049

£2.688

£0.56m

80.3%

12 May 2027

Pete Wood

7 May 2025

71,515

£2.688

£0.19m

44.2%

12 May 2027

. The closing

MMQ on the day of grant.

. Calculated using

FY2025 salary.

. Half of the DSBP award vests one year after grant with the remaining half vesting two years after grant.

4. Jody will retain this

DSBP award following his departure.

Trainline plc

Annual Report & Accounts 2026

Annual report on remuneration

continued

Share awards vesting (Audited)

PSP

awards granted during

FY2024 to the CEO and CFO

will vest on

12 May 2026.

Achievement against the performance targets is set out in the table below.

Measures

Performance targets

Core award

(71% of total award)

Kicker award

(29% of total award)

Weighting

(% of total)

Threshold

(20% vesting of

core award)

Max

(100% vesting

of core award)

Max

(100% vesting of

kicker award)

Actual

achievement

Resulting

outcome

(% of total)

Relative

TSR vs

FTSE 250

50%

Median

Upper

quartile

85th percentile

Below

median

Average

annual

revenue

growth

25%

11%

14%

11.7%

19.5%

Cumulative

EPS

25%

26.6p

33.2p

40.6p

52.7p

25%

Total

100%

44.5% out of 100%

. Excluding investment trusts.

2. For the period 1

March

2023 to 28

February

2026.

. Cumulative basic

EPS

with the impact of share-based payments excluded for the period

March

2023 to

February

2026.

. Were the share buyback to be excluded, cumulative

EPS

would have been

48.8

pence.

No. of shares vesting

Estimate value of

shares vesting (‘000)

Jody Ford

417,912

£883,048

Pete Wood

269,371

£569,181

. Calculated using the three-month average closing

MMQ to 28

February

2026 being £2.113.

The Committee noted the ongoing share buyback and after taking into account the

overall materiality of the buyback and that it did not impact on the vesting outcome, the

Committee determined that no adjustment should apply to the vesting of the

PSP award.

In line with the Remuneration Policy, the vested shares for Jody and Pete will be subject

to a two-year holding period. DSBP

awards granted in relation to the FY2023 and FY2024

bonuses vested

12 May 2025. Jody and Pete sold 74,338 and 10,405

shares respectively

to satisfy tax and other associated costs and retained the remaining shares to align with

the shareholding guideline.

PSP share awards granted in FY2026 (Audited)

The CEO and CFO

were granted conditional share awards under the

PSP

as set out in the

table below:

Date

of grant

Number

of shares

granted

Share price

at grant

Face value

Award as %

of salary

Vesting

date

Jody Ford

7 May 2025

769,854

£2.8369

£2.18m

300%

7 May 2028

Pete Wood

7 May 2025

398,417

£2.8369

£1.13m

250%

7 May 2028

. Calculated using the average of the closing

MMQ on the 30

days immediately preceding the grant.

Vesting of the awards will be subject to performance over the three-year period

March

2025 to 29

February

2028

for revenue and

EPS

performance, and

TSR

performance will

be measured over the three-year vesting period, with any shares vesting subject to a

two-year post-vesting holding period. Dividend equivalents will accrue in respect of the

awards over the period from the date of grant to the vesting date.

The vesting of the award will be based on the following targets:

Performance targets

Measure

Weighting

Threshold

(20%

vesting)

Stretch

(80%

vesting)

Maximum

(100%

vesting)

Relative TSR vs FTSE 250

33.3%

Median

75th

percentile

80th

percentile

Average annual revenue growth

33.3%

Cumulative EPS

33.3%

58.2p

64.6p

69.7p

. Excluding investment trusts.

2. The EPS

measure is cumulative basic

EPS

with the impact of share-based payments excluded.

Trainline plc

Annual Report & Accounts 2026

Annual report on remuneration

continued

Remuneration arrangements for departing CEO

announced on

February

2026

, Jody Ford intends to step down as Chief Executive

Oﬃcer after more than six years at the Company. He will remain in employment

and continue to lead Trainline as

CEO

through the transition to new leadership.

The Remuneration Committee carefully considered remuneration arrangements in

connection with Jody’s departure, which are in line with the Remuneration Policy

approved by shareholders and discretions available under the relevant incentives.

Jody will continue to receive his salary, pension and beneﬁts whilst in employment.

To the extent he ceases to be employed during his notice period, a

PILON

would

be made in relation to the remaining portion of his 12

-month notice period. Any

PILON

would be paid in monthly instalments and would be subject to mitigation.

Jody will retain his outstanding

FY2024 and FY2025

DSBP awards in full.

As noted

elsewhere in this report, he will also remain eligible for the ﬁrst tranche of his

FY2026

DSBP award provided he remains in service until December

2026 or if he is asked to

step aside before then. These awards will remain subject to their original terms and

conditions in respect of vesting time horizons and malus and clawback provisions.

Jody will also retain his FY2025 and FY2026 PSP

awards if he remains in service for at

least half of their respective performance period. The awards will be prorated to reﬂect

time in role and would remain subject to their original terms and conditions in respect

of time horizons, performance conditions and malus and clawback provisions. He will

retain outstanding

PSP

awards which remain in a holding period in full. No

FY2027 PSP

award will be made.

Following cessation of his employment, Jody will be required to maintain a holding in

Trainline shares at a level equal to the lower of the in-post shareholding guideline of

250

% of salary and his actual shareholding for a period of two years from the date he

ceases to be a Director.

Payments for loss of oﬃce (Audited)

No payments for loss of oﬃce were made during the year under review (

FY2025

: none).

Payments to past Directors (Audited)

No payments were made to past Directors during the year under review (

FY2025

: none).

Relative importance of spend on pay

The table below shows the change in total employee pay alongside revenue and Group

adjusted EBITDA as these are two key measures of Group performance. No dividends

have occurred since Listing.

Measure

% change

FY2026

FY2025

Total employee pay

(5)%

£120m

£127m

Share buybacks

71%

£152m

£89m

Revenue

£453m

£442m

Group adjusted EBITDA

11%

£177m

£159m

1. See Note 6

to the Financial Statements. The decrease in total employee pay in

FY2026

is predominantly due to the

lower share-based payments expense incurred following the vesting of all-employee share awards attributable

to FY2025

. Total wages and salaries remained ﬂat year-on-year as general employee pay rises were oﬀset by a

decreased headcount.

2. See page 141

for the deﬁnition of Group adjusted EBITDA

Remuneration arrangements throughout the Group

Remuneration arrangements throughout the Group are based on the same high-level

remuneration principles as for the Executive Directors. Annual salary reviews take into

account personal performance, Group performance, local pay and market conditions,

and salary levels for similar roles in comparable companies.

During

FY2026

, all employees who were with the Group before November

2022 had

share awards vest during the year to reward them for their contribution to achieving

Trainline’s ambitious long-term growth targets over the three-ﬁnancial-year period to

and including

FY2025

. In addition, a cash award of between £

700 and £1,500 was made

in December

2025

to those who would not normally be eligible to receive a bonus to

thank those more junior members of our People for their role in the success of Trainline

during

FY2026

, and in February

2026

all employees received a £

300

voucher to book a

leisure rail journey. Furthermore,

SIP Free Share awards and either RSP or PSP awards,

depending upon their seniority, were granted to all employees to align them with

shareholders over the next three ﬁnancial years.

Trainline plc

Annual Report & Accounts 2026

Annual report on remuneration

continued

Consideration of wider employee views and shareholders

The Committee Chair and the designated Non-executive Director for Workforce

Engagement provide insight on the wider workforce for the Committee to consider via

their direct engagement with employees on remuneration. In addition, the Committee

receives updates from Management on the Group’s reward objectives, relevant external

measures such as benchmark data and the sentiment of the wider workforce.

These updates are carefully considered when determining remuneration for Executive

Directors; for example, the Committee considers the salary increases for the wider

workforce when determining the salary increases for Executive Directors. The Committee

does not currently engage directly with the wider workforce on how executive

remuneration aligns with the wider workforce pay policy, although the approach to

workforce engagement is kept under review. The Committee is dedicated to ensuring

open dialogue with shareholders in relation to remuneration.

Total pay ratio

The table below discloses the ratio between the

CEO

’s total remuneration and that of the

25th, 50th and 75th percentile

-based employee.

Method

25th

percentile

pay ratio

50th

percentile

pay ratio

75th

percentile

pay ratio

FY2026

45.8:1

27.6:1

21.1:1

FY2025

91.9:1

48.5:1

39.4:1

FY2024

53.1:1

30.7:1

25.6:1

FY2023

38.0:1

22.8:1

17.4:1

FY2022

41.3:1

22.1:1

17.0:1

FY2021

14.4:1

8.4:1

6.3:1

FY2020

32.1:1

19.6:1

14.3:1

1. Restated from the FY2025

Annual Report to incorporate the value at vest of the

FY2023 PSP

which vested

7 May 2025.

. The ﬁgures for

FY2020

are for the ten months from Admission to the end of the ﬁnancial year.

The 25th, 50th and 75th percentile employees were determined using calculation

methodology A

which involved calculating the actual full-time equivalent remuneration

for all UK employees employed on 28

February

2026 for 1

March

2025 to 28

February

2026

. From this analysis, three employees were then identiﬁed as representing the 25th,

50th and 75th percentile of the

employee population. Trainline chose this method

as it is the preferred approach of the Government and that of shareholders, and the

Company had the systems in place to undertake this method.

For FY2026

, the total pay and beneﬁts for the 25th, 50th and 75th percentile were £55k,

£91k and £120k respectively, and the base salaries were £43k, £85k and £97k.

The Committee has considered the pay data for the three employees identiﬁed and

believes that they and the median pay ratio are consistent with and fairly reﬂect pay,

reward and progression for these percentiles amongst our

workforce taken as a

whole. The total pay ratio is based on comparing the

CEO

’s pay to that of Trainline’s

-based workforce, the largest proportion of whom work in our Technology teams.

The ratios for the three percentile employees, all of whom were full-time employees

during the year, broadly aligns with those in

FY2024

and has declined signiﬁcantly

from those in FY2025

, the increase in which was driven primarily by the vesting of the

enhanced

FY2023 PSP

award which comprised the majority of the

CEO

’s remuneration

opportunity, consistent with market practice. The Committee expects that the ratios

will continue to be largely driven by the

CEO

’s incentive pay outcomes, which will likely

lead to greater variability in pay than that observed for employees at lower levels who,

consistent with market practices, have a greater proportion of their pay linked to ﬁxed

components. The Committee takes into account these ratios when making decisions

around the Executive Director pay packages.

Advisers

Deloitte LLP

(‘Deloitte’) has continued to advise the Committee during

FY2026. Deloitte

was appointed by the Committee in FY2023

following a comprehensive tender process

of leading remuneration committee advisers. Deloitte also provides internal audit co-

source services to the Group. Deloitte attends Committee meetings, reports directly

to the Committee Chair, and is a signatory and adheres to the Code of Conduct for

Remuneration Consultants (which can be found at www.remunerationconsultantsgroup.

com). The Committee is satisﬁed that the advice provided by Deloitte is objective and

independent and there are no conﬂicts of interest. Deloitte was paid fees of £

38,850 for

its services to the Committee during the year, excluding expenses and

VAT

, in accordance

with its letter of engagement. Fees are charged on a time and materials basis.

Trainline plc

Annual Report & Accounts 2026

Annual report on remuneration

continued

06/2019

02/2020

08/2021

08/2022

08/2023

08/2024

02/2025

08/2025

02/2026

08/2020

02/2021

02/2022

02/2023

02/2024

180

160

140

120

100

Trainline

FTSE 250 Index

Historical TSR performance and remuneration outcomes for the CEO

The table below illustrates the

CEO

single ﬁgure of total remuneration over the period from commencement of conditional dealing (

June

2019) to 28

February

2026.

FY2026

Jody Ford

FY2025

Jody Ford

FY2024

Jody Ford

FY2023

Jody Ford

FY2022

Jody Ford

FY2021

Clare Gilmartin

FY2020

Clare Gilmartin

Single ﬁgure (‘000)

£2,522

£4,500

£2,483

£1,715

£1,568

£588

£920

Annual bonus outcome (% of max)

47.8%

72.1%

84.7%

89.4%

83.4%

57.6%

PSP vesting (% of max)

44.5%

88%

45%

n/a

. The ﬁgures for

FY2020

are for the ten months from Admission to the end of the ﬁnancial year.

2. In the FY2025

Annual Report, the value of the shares vesting for Jody Ford was calculated by reference to the average share price for the three months ending

February

2025 being £3.853

. These ﬁgures have now been restated by

reference to the share price on the date of vesting being £

2.6385.

The graph below compares the Company’s

TSR against the FTSE 250

Index excluding investment trusts, of which the Company is a constituent. Performance, as required by

legislation, is measured by

TSR

over the period from commencement of conditional dealing (

June

2019) to 28

February

2026.

Trainline plc

Annual Report & Accounts 2026

Annual report on remuneration

continued

Implementation of the Remuneration Policy in FY2027

Executive Director remuneration in FY2027

summary of how the Remuneration Policy will be applied to Executive Director

remuneration for

FY2027

is set out below.

Base salary

The current Executive Director salaries are set out in the table below. The Committee

determined that the CEO

would not receive a salary increase and the

CFO

would receive

a 2.8

% increase, which is less than the

3.1

% average increase awarded to the wider

workforce.

Executive Director

FY2027

FY2026

Jody Ford

£728,000

Pete Wood

£464,768

£452,109

Pension and beneﬁts

For FY2027, the CEO and the CFO

will receive pension beneﬁts by way of cash allowances

of 5.5

% of salary respectively. Beneﬁts can include life assurance and medical and dental

insurance beneﬁts for the Executive Directors and their immediate families.

Annual bonus

The maximum

FY2027

annual bonus opportunities will be

250% and 200% of salary for

the CEO and the CFO

, respectively, consisting of Group ﬁnancial targets (weighted

75%

of maximum) and speciﬁc strategic objectives (weighted

% of maximum). Jody will only

be eligible to receive the cash element of the

FY2027

annual bonus achieved, being no

more than 100% of salary, prorated for the portion of FY2027

of which he is in service.

Financial measures are unchanged from prior year and include Group net ticket sales

(

%), Group revenue (

%) and Group adjusted EBITDA (

%). Strategic objectives will

focus on: engagement with the

Government; growth in new revenue; proﬁtability

of the International business; the core customer experience; and organisation health,

including a refreshed People metric which provides a more holistic view of the employee

experience. It was determined that a separate sustainability-linked measure would not

be included for

FY2027

on the basis that progress against Trainline's overall purpose

of driving a modal shift from cars and planes to rail and coach is reﬂected in ﬁnancial

performance, in particular net ticket sales.

Financial measures will have a four-point performance structure of entry (

% payout), target

(

% payout), stretch (

% payout) and a maximum target (

100

% payout) requiring

delivery of outperformance above the stretch targets. Strategic measures will be

assessed based on performance between threshold and stretch objectives.

The Company considers the speciﬁc performance targets and strategic measures to

be commercially sensitive but intends to disclose performance against them in the

FY2027

Annual Report. The Committee will ensure any payout of the

FY2027

annual

bonus is consistent with the stakeholder experience over the period, taking into account

perspectives of shareholders, employees and customers.

Long-term incentive

The CFO

will receive an award under the

PSP

with a maximum opportunity of

250%

of salary. Vesting will be based on the measures and targets as summarised in the

table below.

The Committee sets the level of stretch within the targets with reference to internal and

external reference points, taking into account the perceived level of risk included within

internal forecasts. For the

FY2027 PSP

award, the annual revenue growth performance

targets are lower than the FY2026

equivalent reﬂecting the

Government’s announced

fare freeze in

FY2027, TOCs

continuing to self-preference their own retail channels

and a more focused and phased approach to International marketing spend. Further

information on these factors is available on pages

29 to 31.

Revenue and

EPS

performance will be measured over the three-year period

March

2026 to 28

February

2029 and TSR

performance will be measured over the three-year

vesting period, expected for this award to be early-May

2026

to early-May

2029.

The Committee considers the performance targets to be appropriately stretching. The

Committee does, however, retain the discretion to adjust the ﬁnal vesting outcome if it

does not consider that this reﬂects the underlying performance of the business, or the

value created for shareholders.

Performance targets

Measure

Weighting

Threshold

(20% vesting)

Stretch

(80% vesting)

Maximum

(100% vesting)

Relative TSR vs FTSE 250

33.3%

Median

75th

percentile

80th

percentile

Average annual revenue growth

33.3%

Cumulative EPS

33.3%

67.4p

74.9p

84.7p

. Excluding investment trusts.

2. The EPS

measure is cumulative basic

EPS

with the impact of share-based payments excluded.

Dividend equivalents will accrue in respect of the awards over the period from the date

of grant to the vesting date.

Trainline plc

Annual Report & Accounts 2026

Annual report on remuneration

continued

Percentage change in Directors’ and employees’ remuneration

The table below shows the percentage change in individual Directors’ salary, beneﬁts and annual bonus compared to the average percentage change for all employees of the Group

for the same elements of remuneration.

Salary/fees (FY % change)

Beneﬁts (FY % change)

Annual bonus (FY % change)

FY2026

FY2025

FY2024

FY2023

FY2022

FY2026

FY2025

FY2024

FY2023

FY2022

FY2026

FY2025

FY2024

FY2023

FY2022

Executive Directors

Jody Ford

4.3%

8.3%

6.8%

4.9%

15%

5.1%

8.0%

6.6%

12%

(31.0)%

15.5%

1.3%

13%

100%

Pete Wood

4.0%

4.5%

3.7%

n/a

5.2%

4.3%

0.8%

n/a

(19.7)%

18.7%

1.7%

n/a

Non-executive Directors

Andy Phillipps

17.8%

25%

n/a

Brian McBride

5.5%

n/a

Duncan Tatton-Brown

11.8%

13%

n/a

Jennifer Duvalier

15.7%

21%

n/a

Marie Lalleman

17.8%

n/a

Rakhi Goss-Custard

11.8%

n/a

Employees

6.3%

4.8%

13%

13.0%

10.8%

10%

26%

21.0%

0.1%

(19)%

24%

100%

. Salary increases are applied from

April and therefore the ﬁnancial year percentage change includes part of the prior year salary increase.

. Joined the Board as

CFO on 16

December

2022.

. In recognition of the uncertainty generated by

COVID

, the Director voluntarily reduced their salary/fee from April

2020

to August

2020.

. Joined the Board on

January

2024.

. Joined the Board on

June

2022.

Trainline plc

Annual Report & Accounts 2026

Annual report on remuneration

continued

Statement of Directors’ shareholding and share interests (Audited)

The table below shows the beneﬁcial interests of Directors on

February

2026

(including the beneﬁcial interests of their spouses, civil partners, children and stepchildren) in the

ordinary shares of the Company, as well as unvested share awards. There have been no changes to the share interests of the continuing Directors between the year end and the

date of this report.

Director

Ordinary

shares held at

1 Mar 2025

Ordinary

shares held at

28 Feb 2026

Subject to

continued

employment

Unvested and

subject to

performance

conditions

Shareholding

requirement

as % of salary

Current

shareholding

as % of salary

Shareholding

requirement met?

Executive Directors

Jody Ford

370,445

955,294

278,789

2,369,791

250%

277%

Yes

Pete Wood

53,448

330,536

91,682

1,345,676

250%

154%

Non-executive Directors

Andy Phillipps

74,237

–

Brian McBride

93,254

–

Duncan Tatton-Brown

63,981

–

Jennifer Duvalier

4,587

–

Marie Lalleman

4,950

–

Rakhi Goss-Custard

8,798

–

. Calculated using the average share price for the three months up to and including

February

2026, being £2.113 per share.

. Includes

SIP Free Share awards.

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.

Executive Directors’ service contracts and termination remuneration policy

The Executive Directors have service contracts with an indeﬁnite term, which are

terminable by either the Company or the Executive Director on

months’ notice.

The service contracts make provision, at the Board’s discretion, for early termination

involving payment of salary, beneﬁts and pension contributions in lieu of notice.

Payment in lieu of notice can be paid either as a lump sum or in equal monthly

instalments over the notice period and will normally be subject to mitigation. Eﬀective

dates of Executive Director service contracts are

21 September 2020 for Jody Ford and

December

2022

for Peter Wood and the service contracts are available for inspection

at the Company’s registered oﬃce.

Trainline plc

Annual Report & Accounts 2026

Annual report on remuneration

continued

The Board has included certain requirements from the Companies Act 2006 (the ‘Act’)

within the Strategic Report, in accordance with section 414C(11) of the Act, that would

otherwise be required within the Directors’ Report. The Strategic Report (found on pages

2 to 56) together with this Directors’ Report (pages 85 to 87), form the management

report for the purposes of the Financial Conduct Authority’s (FCA) Disclosure Guidance

and Transparency Rules (DTR) 4.1.8R.

Compliance with the UK Corporate Governance Code 2024

This Annual Report has been prepared with reference to the UK Corporate Governance

Code 2024 published by the UK Financial Reporting Council (FRC) in January 2024 (the

‘Governance Code’). During the year, the Company applied the principles and complied

with the relevant provisions set out in the Governance Code. Details demonstrating how

the principles and relevant provisions of the Governance Code have been applied can be

found below in the Directors’ Report and throughout the Corporate Governance Report,

the Board Committee reports and the Strategic Report. The Corporate Governance

Report, the Board Committee reports and the Strategic Report for their Corporate

Governance disclosures all form part of this Directors’ Report.

The Financial Reporting Council (FRC) is responsible for the publication and periodic

review of the Governance Code, which can be found on the FRC website: www.frc.org.uk.

Events after the balance sheet date

There have been no post balance sheet events.

Insurance and indemnities

The Company maintained Directors’ and Oﬃcers’ Liability Insurance cover throughout

the period. The Directors are also able to obtain independent legal advice at the expense

of the Company, as necessary, in their capacity as Directors. The Company has entered

into a deed of indemnity in favour of each Board member. These deeds of indemnity are

still in force and provide that the Company shall indemnify the Directors to the fullest

extent permitted by law and the Articles, in respect of all losses arising out of, or in

connection with, the execution of their powers, duties and responsibilities as Directors

of the Company or any of its subsidiaries. This is in line with current market practice

and helps us attract and retain high-quality, skilled Directors.

Subsidiaries and branches

The Company is the holding company for a group of subsidiaries (the ‘Group’), whose

principal activities are described in this Annual Report. The Group’s subsidiaries and

their locations are set out in Note 22 to the Financial Statements.

Trainline.

com Limited established a branch in Italy during the course of the ﬁnancial

year. There were no additional branches of the Company or other subsidiaries in

operation during the ﬁnancial year.

Disclosure of information to auditors

The Directors who held oﬃce at the date of approval of this Annual Report conﬁrm

that, so far as they are each aware, there is no relevant audit information of which

the Company’s External Auditor is unaware; and each Director has taken all the steps

that he or she ought to have taken as a Director to make himself or herself aware of

any relevant audit information and to establish that the Company’s External Auditor is

aware of that information.

Diversity and inclusion

Our diversity and inclusion policies support managers and employees in creating a

diverse and inclusive culture where everyone is welcome. Our policies demonstrate

our commitment to providing equal opportunities to all employees, irrespective of age,

disability, gender, marriage and civil partnership, pregnancy or maternity, race, religion

or belief, sex or sexual orientation.

Trainline provides equal opportunities to all job applicants and provides full and fair

consideration of applications from people with disabilities, having regard to their

particular aptitudes and abilities. We assess each candidate based on their individual

skills and qualiﬁcations, while also considering the accommodations that we can

reasonably provide to support their success in the role. For current employees who

become disabled, we make every eﬀort to provide the necessary training and support to

enable them to continue their employment with us. Our commitment to equal treatment

extends to training, career development and promotion opportunities, which are oﬀered

on an equal basis as far as possible to both disabled and non-disabled people.

The Directors present their report, together with the audited Financial Statements for the year ended 28 February 2026.

Trainline plc

Annual Report & Accounts 2026

Directors’ report

Articles of Association and powers of the Directors

The Company’s Articles of Association contain the rules relating to the powers of the

Company’s Directors, their appointment and replacement. The Company’s Articles

of Association may only be amended by special resolution at a general meeting of

the shareholders. Subject to the Company’s Articles of Association, the Act and any

directions given by special resolution, the business of the Company will be managed by

the Board, which may exercise all the powers of the Company, whether relating to the

management of the business of the Company or not.

Capital allocation policy

Trainline’s primary use of capital is to invest behind its strategic priorities to drive

organic growth and deliver attractive and sustainable rates of return. The Group may

supplement that with inorganic investment, should it help accelerate delivery of the

Group’s strategic growth priorities. Trainline will also continue to manage debt leverage,

including retaining a prudent and appropriate level of liquidity headroom should

unforeseen circumstances arise. Any surplus capital thereafter may be returned to

shareholders, including through the repurchase of Trainline’s shares.

Share capital

Details of the Company’s issued share capital, including changes during the period, are

given in Note 17 to the Financial Statements. There are no restrictions on voting rights

or the transfer of shares in the Company, and the Company is not aware of agreements

between holders of securities that result in such restrictions. No shareholder holds

securities carrying special rights with regards to control of the Company.

At the 2025 AGM, shareholders authorised the Directors to allot ordinary shares up to an

aggregate nominal amount of £1,439,099 in the capital of the Company. The Directors

will again seek authority from shareholders at the forthcoming 2026 AGM to allot

ordinary shares.

Shares held by the Company’s Employee Beneﬁt Trust (the ‘Trust’) rank pari passu with

the shares in issue and have no special rights. Voting rights and rights of acceptance of

any oﬀer relating to the shares held in the Trust rest with the trustees, who may take

account of any recommendation from the Company.

Purchase of own shares

The Company was authorised by shareholders at the 2025 AGM to purchase its own

shares in the market and renewed this authority at the 29 January 2026 General

Meeting for up to a maximum of 14.99% of its issued share capital to provide the Board

with suﬃcient headroom to continue the share purchase programme. The Company

intends to renew the authority to purchase its own shares in the market in line with the

recommendations of the Pre-emption Group, being up to a maximum of 14.99% of its

issued share capital, at the 2026 AGM.

A total of 60.1 million shares (FY2025: 25.6 million shares) with a nominal value of

£601k (FY2025

: £256k) were purchased in the ﬁnancial year ending

28 February 2026,

being 15% (FY2025: 6%) of the shares in issue at the time the authority was granted.

The average price paid was £2.52 (FY2025: £3.47) with a total consideration (excluding

costs) of £151 million (FY2025: £89 million). All ordinary shares purchased under the

programme were cancelled. No shares were held in treasury during the year.

Payment practices reporting

The Company publishes information about supplier payment practices and performance,

where required. The Company’s standard terms of business are to pay suppliers within

30 days of the invoice date. On average, Trainline takes 22 days to pay supplier invoices.

Time period to payment

% paid in the period

£ value of payments in the period

Within 30 days

85%

£163,523,582

Between 31 - 60 days

14%

£26,910,902

61 days or longer

£1,227,803

Trainline plc

Annual Report & Accounts 2026

Directors’ report

continued

Substantial shareholdings

The Company has been notiﬁed under Rule

5 of the Disclosure Guidance and

Transparency Rules of the following interests in voting rights in its shares.

Interests disclosed to the Company that have occurred since the date of this report can

be found on the Group’s Investor Relations website or via the Regulatory News Service.

Shareholder

% of total voting

rights as at

28 Feb 2026

% of total voting

rights as at the

signing date of

this report

FIL Limited

14.32%

BlackRock Inc

5.69%

J.P. Morgan Securities PLC

5.18%

below 5%

Invesco Ltd

4.87%

Baillie Giﬀord & Co

4.36%

Ninety One UK Ltd

N/A

5.04%

Tax transparency

Trainline is committed to being a responsible taxpayer acting in a transparent manner.

Our detailed tax strategy, which can be found at investors.thetrainline.com, provides

further information on our approach to risk management and governance.

Signiﬁcant agreements

Convertible Bonds, due January 2026, listed on the unregulated open market of the

Frankfurt Stock Exchange (‘Freiverkehr’)

The Company issued £150 million of senior unsecured Convertible Bonds (the ‘Bonds’)

on 7 January 2021, that came due in January 2026.

The remaining balance (£82.7 million) of the principal amount outstanding of the

Company’s 1% Convertible Bonds was redeemed in full, at par plus accrued interest, at

maturity on 14 January 2026. No bonds were converted into equity and the redemption

was funded from existing liquidity resources.

Political and charitable donations

The Group did not make any political donations (FY2025: £nil) or incur any political

expenditure during the year (FY2025: £nil). During the year, the Company made

charitable donations totalling £37,943 (FY2025: £26,685) in addition to charitable

donations via matched funding under the reporting threshold to support the charitable

fundraising eﬀorts of our People.

Going concern

The UK Corporate Governance Code 2024 requires the Board to assess and report on the

prospects of the Group and whether the business is a going concern. In considering this

requirement, the Directors have taken into account the Group’s forecast cash ﬂows, liquidity,

borrowing facilities and related covenant requirements, including the next covenant tests on

31 August 2026 and 28 February 2027, and the expected operational activities of the Group.

Having due regard to these matters and after making appropriate enquiries, the

Directors have a reasonable expectation that the Group and the Company have adequate

resources to remain in operation until at least 12 months after the approval of these

Financial Statements. The Board has therefore continued to adopt the going concern

basis in preparing the Consolidated Financial Statements. Further details are set out in

Note 1 to the Financial Statements.

Information relevant to the Directors’ Report reference table

Information

Page

Directors of the Company during the ﬁnancial year

61 to 62

Financial instruments and ﬁnancial risk management

137 to 139

Likely future developments

4 to 38

Research and development

17 to 26

Engagement with employees

Engagement with suppliers, customers and others in a business relationship

with the Company

53 to 55

Details of long-term incentive schemes

76 to 77

Engagement with other stakeholders

53 to 55

Directors’ interests in shares

Statement of capitalised interest

124

Sustainability, TCFD, energy and greenhouse gas reporting

44 to 50

The Directors’ 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 by:

Martin McIntyre

Company Secretary

5 May 2026

Trainline plc

Annual Report & Accounts 2026

Directors’ report

continued

Docusign Envelope ID: E89C14F1-790A-8F35-83F3-D376F7CBDB66

The Directors are responsible for preparing the Annual Report and Accounts and the

Financial Statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare Financial Statements for each ﬁnancial

year. Under that law the Directors have prepared the Group Financial Statements

in accordance with UK

-adopted International Accounting Standards and the Parent

Company Financial Statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101

‘Reduced Disclosure Framework’, and applicable law).

Under company law, Directors must not approve the Financial Statements unless they

are satisﬁed that they give a true and fair view of the state of aﬀairs of the Group and

Parent Company and of the proﬁt or loss of the Group for that period. In preparing the

Financial Statements, the Directors are required to:

•

select suitable accounting policies and then apply them consistently;

•

state whether applicable UK-adopted International Accounting Standards have

been followed for the Group ﬁnancial statements and United Kingdom Accounting

Standards, comprising FRS 101, have been followed for the Parent Company ﬁnancial

statements, subject to any material departures disclosed and explained in the ﬁnancial

statements;

•

make judgements and accounting estimates that are reasonable and prudent; and

•

prepare the ﬁnancial statements on the going concern basis unless it is inappropriate

to presume that the Group and Parent Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Parent

Company and hence for taking reasonable steps for the prevention and detection

of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are

suﬃcient to show and explain the Group’s and Parent Company’s transactions and

disclose with reasonable accuracy at any time the ﬁnancial position of the Group and

Parent Company and enable them to ensure that the Financial Statements and the

Directors’ Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s

website. Legislation in the United Kingdom governing the preparation and dissemination

of ﬁnancial statements may diﬀer from legislation in other jurisdictions.

Directors’ conﬁrmations

Each of the Directors, whose names and functions are listed in the Annual Report and

Accounts, conﬁrm that, to the best of their knowledge:

•

the Group Financial Statements, which have been prepared in accordance with UK-

adopted International Accounting Standards, give a true and fair view of the assets,

liabilities, ﬁnancial position and proﬁt of the Group;

•

the Parent Company Financial Statements, which have been prepared in accordance

with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair

view of the assets, liabilities and ﬁnancial position of the Company; and

•

the Strategic Report includes a fair review of the development and performance of

the business and the position of the Group and Parent Company, together with a

description of the principal risks and uncertainties that it faces.

Pete Wood

Chief Financial Oﬃcer

5 May 2026

Statement of Directors’ responsibilities in respect of the Annual Report and the Financial Statements.

Trainline plc

Annual Report & Accounts 2026

Statement of Directors’ responsibilities

Docusign Envelope ID: 740A35FC-506D-87FE-82F2-B6E9C97FF9C1

Financial

Statements

Independent auditors’ report

103

Consolidated income

statement

103

Consolidated statement of

comprehensive income

104

Consolidated balance sheet

105

Consolidated statement of

changes in equity

106

Consolidated statement

of cash ﬂows

107

Notes to the Group Financial

Statements

142

Alternative

performance measures

144

Parent Company

balance sheet

145

Parent Company statement

of changes in equity

146

Notes to the

Parent Company

Financial Statements

Trainline plc Annual Report & Accounts 2026

Financial Statements

Trainline plc

Annual Report & Accounts 2026

Financial Statements

Independent auditors’ report to the members of Trainline plc

Report on the audit of the financial statements

Opinion

In our opinion:

•

Trainline plc’s Group financial statements and Parent Company financial statements (the

“financial statements”) give a true and fair view of the state of the Group’s and of the

Parent Company’s affairs as at 28 February 2026 and of the Group’s profit and the

Group’s cash flows for the year then ended;

•

The Group financial statements have been properly prepared in accordance with UK-

adopted international accounting standards as applied in accordance with the provisions

of the Companies Act 2006;

•

The Parent Company financial statements have been properly prepared in accordance

with United Kingdom Generally Accepted Accounting Practice (United Kingdom

Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and

applicable law).

•

The financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

Our opinion is consistent with our reporting to the Audit and Risk Committee.

We have audited the Financial Statements, included within the Annual Report &

Accounts 2026 (the “Annual Report”), which comprise:

•

The Consolidated balance sheet as at 28 February 2026;

•

The Parent Company balance sheet as at 28 February 2026;

•

The Consolidated income statement for the year then ended;

•

The Consolidated statement of comprehensive income for the year then ended;

•

The Consolidated statement of changes in equity for the year then ended;

•

The Consolidated statement of cash flows for the year then ended;

•

The Parent Company statement of changes in equity for the year then ended; and

•

The notes to the Financial Statements, comprising material accounting policy

information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK)

(“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further

described in the Auditors’ responsibilities for the audit of the financial statements section

of our report. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence and appointment

We remained independent of the Group in accordance with the ethical requirements that

are relevant to our audit of the financial statements in the UK, which includes the FRC’s

Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by

the FRC’s Ethical Standard were not provided.

Other than those disclosed in the Report of the Audit and Risk Committee, we have

provided no non-audit services to the Parent Company or its controlled undertakings in the

period under audit.

We were first appointed by the Parent Company for the financial year ended 28 February

2022. Our uninterrupted engagement covers 5 financial years.

Timeline of engagement

Appointed

8 Sept 2021

28 Feb

2022

28 Feb

2026

Period of total uninterrupted engagement (years)

First

year-end

28 Feb

2023

Current

year-end

28 Feb

2025

29 Feb

2024

Trainline plc

Annual Report & Accounts 2026

Recoverability of international consumer goodwill (Group)

Year on year: Consistent

Inappropriate capitalisation of intangibles

(Group)

Year on year: Consistent

Recoverability of investments in subsidiary undertakings

(Parent Company)

Year on year: Consistent

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most

significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in

the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Recoverability of international consumer goodwill (Group)

Background:

The relevant disclosures have been made in note 10 of the Consolidated Financial

Statements.

The Group holds a significant amount of international goodwill (£68.9m) on the

balance sheet. This goodwill primarily arose from the acquisition of Capitaine Train

SAS (now Trainline SAS), with a small contribution from the acquisition of

Trainline.com. The carrying value of international goodwill is dependent on the overall

valuation of the international consumer businesses, based on forecast discounted

cash flows to determine a value in use. This business is in a growth phase incurring

losses as it establishes itself in the market.

Procedures performed:

Management has performed the impairment assessment at a cash generating unit (CGU) level, with

the CGU being defined by the standalone cash flows of the international consumer businesses.

We have obtained an understanding of the goodwill impairment assessment process and evaluated

the design and implementation of management’s controls. We did not note any significant deficiency

in the internal controls assessed, however determined not to rely on these controls as part of our

audit response.

We critically challenged the assumptions made by management and sought to obtain evidence which

contradicts or corroborates these. We have applied professional scepticism throughout and

considered whether there is evidence of management bias applied to the assumptions.

In accordance with IAS 36 - Impairment of assets, management performs an annual

impairment assessment to determine whether an impairment of the carrying value of

international goodwill is required. In the current year this assessment has been

performed which has concluded that no impairment is required. The impairment

assessment includes the following estimates:

•

The three year Board approved forecast cash flows extrapolated for a further two

years including the estimated growth rates for Net Ticket Sales, Revenue and

EBITDA;

We have performed the following procedures over the value in use model which supports the

impairment assessment:

We evaluated management’s future cash flow forecasts by obtaining the model prepared by

management and:

•

Tested the mathematical accuracy and integrity of the model.

•

Agreed the amounts used in the model to the Board approved forecasts.

Financial Statements

ndependent audito

rs’ report to the members of Trainline plc

continued

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Key audit matters

Our audit approach

Trainline plc

Annual Report & Accounts 2026

Financial Statements

•

The growth rate to extrapolate forecasts beyond the five year forecast; and

•

The discount rate applied to the future cash flows.

These matters are complex and involve a high degree of estimation which means

future performance of the business could vary significantly.

•

Assessed the reliability of cash flow forecasts by comparing past performance

to previous forecasts.

•

Identified key assumptions and inputs within the model, which mainly comprise of the following:

–

Annual growth in

Net Ticket Sales

and Revenue: We compared management’s assumptions to

industry benchmarks including current market share data and implicit forecast market share data

based on internally forecast growth projections.

–

Gross margin forecast: We compared this assumption to historical margins and understood the

reason for any significant differences.

–

EBITDA forecast: We considered forecast costs that have a significant impact on EBITDA,

principally marketing expenses, and compared management’s assumptions to historical trends.

–

Long term growth rate: Our expert reviewed the rate used to ensure that it was within our expected

range.

–

Discount rates: Our expert reviewed the discount rates to assess whether management’s rates

were within our expected range.

We did not find any material exceptions in these tests. In addition to these specific procedures, we

have also performed a stand back assessment to determine whether our conclusions are

appropriate. The stand back assessment included the below:

•

Evaluated the sensitivity of the outcomes to reasonably possible changes to the key assumptions.

This included assessment of whether the Group’s disclosures about the sensitivity of the outcomes

were reflective of the risks and uncertainties surrounding the valuation of international goodwill.

•

Considered events subsequent to the year-end date to identify any factors the Group had not

considered which indicated that an impairment trigger existed at the year-end that would require an

updated impairment assessment.

Auditors’

experts

Benchmarking

Observations

Based on the results of the procedures described above, we concur with the directors' assessment that no impairment is required. We have assessed the related disclosures in the

Consolidated Financial Statements, including significant estimates and the sensitivities provided, and consider them to be materially appropriate.

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

Financial Statements

Inappropriate capitalisation of intangibles (Group)

Background:

The relevant disclosures have been made in note 10 of the Consolidated Financial

Statements.

The Group has significant capital expenditure on intangibles (FY26: £37.8m, FY25:

£40.3m), which gives rise to a risk that the costs are inappropriately capitalised.

The vast majority of the expenditure in the year was on software development, most

of which comprises internal spend on employees through payroll and payroll-related

costs.

The risk arises due to the magnitude of costs capitalised and the judgement required

in determining whether internal employee costs meet the requirements of IAS 38 for

capitalisation. Further, there could be considered an incentive to capitalise costs

which do not meet the criteria of IAS 38 - Intangible Assets, by posting fraudulent

manual journal entries, in order to improve adjusted EBITDA, being a key

performance indicator for the business.

Procedures performed:

We have performed the following procedures to gain sufficient appropriate evidence over

capitalisation of intangible software additions:

•

We have obtained an understanding of the capitalisation of intangibles process and evaluated the

design and implementation of management’s controls. We did not note any significant deficiency in

the internal controls assessed, however we determined we would not place reliance on these

controls as part of our audit response.

•

Performed testing over additions throughout the year to underlying evidence to ensure that the

amount capitalised accurately reflects a cost incurred by the business and meets the capitalisation

criteria of IAS 38.

•

Understood the expected transaction flow for capitalised additions and performed journals testing for

transactions that do not follow this expected flow.

Observations

Based on the results of the procedures described above we did not find any material exceptions. We have assessed the related disclosures in the Consolidated Financial Statements and

consider them to be materially appropriate.

Recoverability of investments in subsidiary undertakings (Parent Company)

Background:

The relevant disclosures have been made in note 3 of the Parent Company Financial

Statements.

The Parent Company holds a significant investment in its subsidiary undertaking. In

accordance with FRS 101, this asset is subject to impairment testing when a triggering

event or change in circumstances indicates that the carrying value may not be

recoverable. The carrying value of the investment is dependent on the overall

valuation of the Group, based on the higher of the forecast discounted cash flows from

the subsidiary companies to which the investment relates, or the fair value of the

Group less the costs of disposal.

As at 28 February 2026, the carrying value of the investment was higher than the

market capitalisation of the Group, and as such management considered this to be a

triggering event therefore requiring an impairment review. Management determined

Procedures performed:

We have performed the following procedures to assess the recoverability of the investment in the

subsidiary undertaking and the impairment charge recognised:

•

We have obtained an understanding of the impairment assessment process and evaluated the

design and implementation of management’s controls. We did not note any significant deficiency in

the internal controls assessed, however we determined not to rely on these controls as part of our

audit response.

•

We evaluated management’s assessment of whether any indication of impairment existed, and

confirmed that there was an impairment indicator by comparing the carrying value of the investment

in the subsidiary undertaking to the market capitalisation of the Group as at 28 February 2026. We

confirmed, through consideration of the market capitalisation of the group plus an appropriate

premium, that the value in use of the underlying business exceeds the fair value less costs of

disposal.

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

Financial Statements

the value in use basis to be higher than the fair value less costs of disposal and

hence compared this to the carrying value of the investment. An impairment charge

has been recorded against the Parent Company’s investment in subsidiary

undertakings in the current year of £595.4m, giving a closing balance of £1,297m.

In order to assess whether an impairment was required, and in turn the value of the impairment

recognised, we evaluated management’s future cash flow forecasts by obtaining the model

prepared by management and:

•

Tested the mathematical accuracy and integrity of the model.

•

Agreed the amounts used in the model to the Board approved forecasts.

•

Assessed the reliability of cash flow forecasts by comparing past performance

to previous forecasts.

•

Identified key assumptions and inputs within the model, which mainly comprise of the following:

–

Annual growth in

Net Ticket Sales

and Revenue: We compared management’s assumptions to

industry benchmarks including current market share data and implicit forecast market share data

based on internally forecast growth projections.

–

Gross margin forecast: We compared this assumption to historical margins and understood the

reason for any significant differences.

–

EBITDA forecast: We considered forecast costs that have a significant impact on EBITDA,

principally marketing expenses, and compared management’s assumptions to historical trends.

–

Long term growth rate: Our expert reviewed the rate used to ensure that it was within our expected

range.

–

Discount rate: Our expert reviewed the discount rate to assess whether management’s rate was

within our expected range.

We did not find any material exceptions in these tests. In addition to these specific procedures, we

have also performed a stand back assessment to determine whether our conclusions are appropriate.

The stand back assessment included the below:

•

Considered the market capitalisation of the group when combined with a typical average market

premium. This analysis demonstrated that the market capitalisation plus an appropriate premium

was below the carrying value of the investment for the majority of the year, providing additional

comfort that an impairment was required.

•

Considered events during the year and subsequent to the year-end date to identify any other factors

impacting the valuation of Trainline plc's investment, including inquiries with management and

engagement with our expert on changes impacting the business, in particular the expected impact

and timeline of Great British Railways.

•

Evaluated the sensitivity of the outcomes to reasonably possible changes to the key assumptions.

This included assessment of whether the Parent Company’s disclosures about the sensitivity of the

outcomes were reflective of the risks and uncertainties surrounding the valuation of the investment.

Auditors’

experts

Benchmarking

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

Financial Statements

Observations

Based on the results of the procedures described above, we concur with the directors' assessment that an impairment is required and that the value is materially accurate. We have

assessed the related disclosures in the Parent Company Financial Statements and consider them to be materially appropriate.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give

an opinion on the financial statements as a whole, taking into account the structure of the

Group and the Parent Company, the accounting processes and controls, and the industry in

which they operate.

The Group’s accounting process is structured around a Group finance function located across

London and Edinburgh, who maintain accounting records and controls for the majority of the

Group.

In establishing the overall Group audit strategy and plan, we determined whether for each

legal entity within the Group we required an audit of its complete financial information (‘full

scope audit’), or whether specific audit procedures to address a certain risk characteristic or

financial statement line item would be sufficient. We consider the main trading entity of the

Group, Trainline.com Limited, to be financially significant and therefore we have performed a

full scope audit over this entity. In addition, we have performed a full scope audit over Trainline

plc, the Parent Company. We determined that specific audit procedures over certain account

balances were required in a further two legal entities to address specific risk characteristics

and provide sufficient overall Group coverage. In addition to procedures performed on specific

reporting entities, work was performed over the consolidation, including consolidation entries

relating to equity and goodwill, and over financial statement disclosures.

All work was undertaken by the Group team, with procedures over all in-scope financial

statement line items, including complex and judgemental areas prepared by the head office

finance function, to provide sufficient overall Group coverage.

We used data audit testing, where possible, to obtain more audit evidence than would have

been obtained from sample based substantive testing. We were able to use these techniques

as part of our audit of commission fee income from UK rail ticket sales, certain elements of

international commissions and to select journal entries for testing.

The Group team also performed audit procedures over the Parent Company's financial

position and results.

In addition, the Group audit team evaluated any large balances from the out-of-scope

components, assessing their likelihood of a material misstatement. Those not subject to review

procedures were individually, and in aggregate, immaterial. This gave us the evidence we

needed for our opinion on the financial statements as a whole.

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

Financial Statements

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiali

ty. These, together with qualitative considerations, helped us to

determine the scope of our audit and the nature, timing and exten

t of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of

misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group

Parent Company

Overall

materiality

£4.44m

FY25

£4.40m

£15.27m

FY25

£21.31m

How we

determined it

of the total Group revenue

of the total Parent Company assets

Rationale for

benchmark

applied

Based on the benchmarks used in the Annual Report, revenue is one of the financial

statement line items of key focus for investors and management. We have used

revenue as a benchmark for materiality, which is consistent with the prior year. By

adopting this approach we have applied a level of materiality that is appropriate to

the underlying nature of the business.

We believe that total assets is the primary measure used by the shareholders in assessing

the performance and position of the entity and reflects the Parent Company's principal activity

as a holding Company.

Performance

materiality

£3.33m

FY24

£3.30m

£11.45m

FY25

£15.98m

How we

determined it

75%

of overall materiality

75%

of overall materiality

Level above which

we report to the

Audit Committee

£222,000

FY24

£220,000

£760,000

FY25

£1,070,000

We agreed we would also report misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Range of

materiality across

components

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materialit

£1.50m

£4.22m

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

Financial Statements

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality.

Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for

example in determining sample sizes.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and

concluded that an amount in the middle of our normal range was appropriate.

The impact of climate risk on our audit

In considering the impact of climate risk on our audit, we:

Made enquiries of management to understand the extent of the potential

impact of climate risk on the Group’s Financial Statements; and

Remained alert when performing our audit procedures for any indicators of

the impact of climate risk. For example, we challenged management on the

impact of any climate related risks when performing our procedures over the

Group and CGU cash flow forecasts, ultimately concurring with management

that this is not a material risk.

Our procedures did not identify any material impact of climate risk on the Group’s and Parent Company’s financial statements.

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

Financial Statements

Our ability to detect irregularities, including fraud, and our response

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal

risks of non-compliance with laws and regulations related to legal and governance

requirements of Trainline operating as a publicly listed company, and we considered the

extent to which non-compliance might have a material effect on the financial statements.

We also considered those laws and regulations that have a direct impact on the financial

statements such as the Companies Act 2006, UK Corporate Governance Code, UK tax

legislation as applicable to the Group and specific rail industry licence regulations. We

evaluated management’s incentives and opportunities for fraudulent manipulation of the

financial statements (including the risk of override of controls), and determined that the

principal risks were related to manipulation of the Financial Statements to overstate

revenue through the posting of inappropriate journal entries, or EBITDA through

inappropriately capitalising costs to intangibles or through manipulation of accounting

estimates.

Audit procedures performed by the engagement team included:

Identifying and testing of journal entries based on our risk assessment

criteria, in particular any journals with unusual account combinations which

inflate revenue or EBITDA;

Evaluating the design and implementation of controls over

journal entries;

Reviewing Board minutes throughout the financial year and post year end

to identify any unusual items such as suspicious activity, non-compliance,

breaches of laws or potential litigation;

Review of Financial Statements disclosures for compliance with

Companies Act 2006;

Assessing compliance with the tax legislation through our audit work over

payroll, VAT and corporation tax;

Performing enquiries of the Directors, management and legal counsel and

inspection of regulatory and legal correspondence;

Incorporating unpredictability into our audit plan;

Performing testing over the intangible asset additions in the period to

ensure that there is no evidence of inappropriately capitalised costs; and

Challenging assumptions made by management in determining critical

accounting estimates and judgements. This has included testing critical

accounting estimates and judgements to supporting documentation,

considering alternative information where available.

There are inherent limitations in the audit procedures described above. We are less likely

to become aware of instances of non-compliance with laws and regulations that are not

closely related to events and transactions reflected in the financial statements. Also, the

risk of not detecting a material misstatement due to fraud is higher than the risk of not

detecting one resulting from error, as fraud may involve deliberate concealment by, for

example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and

balances, possibly using data auditing techniques. However, it typically involves selecting

a limited number of items for testing, rather than testing complete populations. We will

often seek to target particular items for testing based on their size or risk characteristics.

In other cases, we will use audit sampling to enable us to draw a conclusion about the

population from which the sample is selected.

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

Financial Statements

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the Group's and the Parent Company’s ability to continue to adopt the going concern basis of accounting included:

Testing the mathematical accuracy of the cashflow forecast models and

considered the basis for the forecasts by reference to historical performance of

the Group;

Assessing the appropriateness of the downside scenarios including

their severity and performing stress testing over these;

Testing the mathematical accuracy of the cashflow forecast models

and considered the basis for the forecasts by reference to historical

performance of the Group;

Examining the debt agreements in place to understand the terms and

conditions of these borrowings, including associated covenants so as to

ensure these were appropriately considered in management’s going

concern assessment;

Identifying the key assumptions applied in the base case scenario, which

comprises growth in Net ticket sales and the associated Revenue and Cost of

sales growth. We evaluated these key assumptions by:

•

Comparing management’s assumptions to external factors including market

trends and Trainline's market share.

•

Comparing gross margin forecasts to historical margins.

•

Identifying and assessing management's alternate downside scenarios, and

considering whether these were appropriately severe but plausible scenarios,

particularly in the light of the uncertainty surrounding the UK rail reform and

current macroeconomic pressures.

•

Considering forecast costs that have a significant impact on EBITDA, principally

marketing expenses, and compared management’s assumptions to historical

trends.

•

Considering the availability of additional mitigating actions, in particular assessing

the reasonableness of potential mitigating actions based on historical execution

and feasibility.

Confirming current borrowings to third party evidence as at

28 February 2026 and considered the Group’s available financing and maturity

profile;

Assessing the completeness of the going concern disclosures in the

Annual Report and Accounts 2026; and

Assessing the reliability of the cash flow forecasts by comparing actual

performance to forecasts, specifically performing look back testing over

the results of FY23, FY24, FY25 and FY26.

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt on

the Group's and the Parent Company’s ability to continue as a going concern for a period of

at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going

concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not

a guarantee as to the Group's and the Parent Company's ability to continue as a going

concern.

In relation to the directors’ reporting on how they have applied the UK Corporate

Governance Code, we have nothing material to add or draw attention to in relation to the

directors’ statement in the financial statements about whether the directors considered it

appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern

are described in the relevant sections of this report.

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

100

Financial Statements

Reporting on other information

The other information comprises all of the information in the Annual Report other than the

financial statements and our auditors’ report thereon. The directors are responsible for the

other information. Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except to the extent

otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated. If we identify an apparent material

inconsistency or material misstatement, we are required to perform procedures to conclude

whether there is a material misstatement of the financial statements or a material

misstatement of the other information. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to

report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors’ report, we also considered whether the

disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires

us also to report certain opinions and matters as described below.

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information

given in the Strategic report and Directors’ report for the year ended 28 February 2026 is

consistent with the financial statements and has been prepared in accordance with

applicable legal requirements.

In light of the knowledge and understanding of the Group and Parent Company and their

environment obtained in the course of the audit, we did not identify any material

misstatements in the Strategic report and Directors’ report.

Directors' Remuneration

In our opinion, the part of the Directors’ remuneration report to be audited has been properly

prepared in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern,

longer-term viability and that part of the corporate governance statement relating to the

Parent Company’s compliance with the provisions of the UK Corporate Governance Code

specified for our review. Our additional responsibilities with respect to the corporate

governance statement as other information are described in the Reporting on other

information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the corporate governance statement, included within the Directors'

report is materially consistent with the financial statements and our knowledge obtained

during the audit, and we have nothing material to add or draw attention to in relation to:

•

The directors’ confirmation that they have carried out a robust assessment of the

emerging and principal risks;

•

The disclosures in the Annual Report that describe those principal risks, what procedures

are in place to identify emerging risks and an explanation of how these are being

managed or mitigated;

•

The directors’ statement in the financial statements about whether they considered it

appropriate to adopt the going concern basis of accounting in preparing them, and their

identification of any material uncertainties to the Group’s and Parent Company’s ability to

continue to do so over a period of at least twelve months from the date of approval of the

financial statements;

•

The directors’ explanation as to their assessment of the Group's and Parent Company’s

prospects, the period this assessment covers and why the period is appropriate; and

•

The directors’ statement as to whether they have a reasonable expectation that the Parent

Company will be able to continue in operation and meet its liabilities as they fall due over

the period of its assessment, including any related disclosures drawing attention to any

necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the Group and

Parent Company was substantially less in scope than an audit and only consisted of making

inquiries and considering the directors’ process supporting their statement; checking that

the statement is in alignment with the relevant provisions of the UK Corporate Governance

Code; and considering whether the statement is consistent with the financial statements and

our knowledge and understanding of the Group and Parent Company and their environment

obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each

of the following elements of the corporate governance statement is materially consistent

with the financial statements and our knowledge obtained during the audit:

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

101

Financial Statements

•

The directors’ statement that they consider the Annual Report, taken as a whole, is fair,

balanced and understandable, and provides the information necessary for the members to

assess the Group’s and Parent Company's position, performance, business model and

strategy;

•

The section of the Annual Report that describes the review of effectiveness of risk

management and internal control systems; and

•

The section of the Annual Report describing the work of the Audit and Risk Committee.

We have nothing to report in respect of our responsibility to report when the directors’

statement relating to the Parent Company’s compliance with the Code does not properly

disclose a departure from a relevant provision of the Code specified under the Listing Rules

for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors' responsibilities, the directors are

responsible for the preparation of the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and fair view. The directors are also

responsible for such internal control as they determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the financial statements, the directors are responsible for assessing the

Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or the Parent Company

or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue

an auditors’ report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will

always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these

financial statements.

A further description of our responsibilities for the audit of the Financial

Statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities

This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the Parent

Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies

Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume

responsibility for any other purpose or to any other person to whom this report is shown or

into whose hands it may come save where expressly agreed by our prior consent in writing.

Independent auditors’ report to the members of Trainline plc

continued

Trainline plc

Annual Report & Accounts 2026

102

Financial Statements

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

•

We have not obtained all the information and explanations we require for our audit; or

•

Adequate accounting records have not been kept by the Parent Company, or returns

adequate for our audit have not been received from branches not visited by us; or

•

Certain disclosures of directors’ remuneration specified by law are not made; or

•

The Parent Company financial statements and the part of the Directors’ remuneration

report to be audited are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Other matter

The Parent Company is required by the Financial Conduct Authority Disclosure Guidance

and Transparency Rules to include these financial statements in an annual financial report

prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on

the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report

provides no assurance over whether the structured digital format annual financial report has

been prepared in accordance with those requirements.

Jaskamal Sarai (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Reading

5 May 2026

Independent auditors’ report to the members of Trainline plc

continued

Consolidated income statement

For the year ended 28 February 2026

Consolidated statement of comprehensive income

For the year ended 28 February 2026

Notes

2026

£’000

2025

£’000

Continuing operations

Net ticket sales

6,319,160

5,907,443

Revenue

452,684

442,095

Cost of sales

(78,810)

(89,782)

Gross proﬁt

373,874

352,313

Administrative expenses

(251,447)

(266,735)

Adjusted EBITDA

176,648

159,135

Exceptional items

–

(8,945)

Depreciation and amortisation

10,11

(40,814)

(43,167)

Share-based payment charges

(13,407)

(21,445)

Operating proﬁt

122,427

85,578

Finance income

4,002

3,999

Finance costs

(12,114)

(8,692)

Net ﬁnance costs

(8,112)

(4,693)

Proﬁt before tax

114,315

80,885

Income tax expense

(34,502)

(22,537)

Proﬁt after tax

79,813

58,348

Earnings per share (pence)

Basic earnings per ordinary share

19.42p

13.09p

Diluted earnings per ordinary share

19.13p

12.66p

Non-GAAP measure (unaudited) – see alternative performance measures section on page 142.

The notes on pages 107 to 141 form part of the Financial Statements.

Notes

2026

£’000

2025

£’000

Proﬁt after tax

79,813

58,348

Items that may be reclassiﬁed to the income

statement:

Re-measurements of deﬁned beneﬁt liability

Foreign exchange movement

977

(947)

Other comprehensive proﬁt/(loss), net of tax

990

(934)

Total comprehensive income

80,803

57,414

The notes on pages 107 to 141 form part of the Financial Statements.

Trainline plc

Annual Report & Accounts 2026

103

Financial Statements

Notes

2026

£’000

2025

£’000

Non-current assets

Intangible assets

80,968

74,657

Goodwill

420,208

416,181

Property, plant and equipment

47,794

11,073

Deferred tax asset

2,057

13,427

551,027

515,338

Current assets

Cash and cash equivalents

59,703

76,757

Trade and other receivables

88,925

67,212

Current tax receivable

–

947

148,628

144,916

Current liabilities

Trade and other payables

(223,849)

(217,973)

Current tax payable

(6,321)

–

Loans and borrowings

(600)

(83,030)

Lease liabilities

(2,480)

(4,345)

Provisions

(1,358)

–

(234,608)

(305,348)

Net current liabilities

(85,980)

(160,432)

Total assets less current liabilities

465,047

354,906

Notes

2026

£’000

2025

£’000

Non-current liabilities

Loans and borrowings

(226,529)

(68,100)

Lease liabilities

(32,337)

(3,107)

Provisions

(1,812)

(952)

(260,678)

(72,159)

Net assets

204,369

282,747

Equity

Share capital

3,854

4,455

Share premium

–

Foreign exchange reserve

2,262

1,285

Other reserves

(1,108,497)

(1,110,474)

Retained earnings

1,306,750

1,387,481

Total equity

204,369

282,747

The notes on pages 107 to 141 form part of the Financial Statements.

The Financial Statements on pages 103 to 141 were approved by the Board of Directors

of Trainline plc (registered number 11961132) on 5 May 2026 and were signed on its

behalf by:

Jody Ford

Peter Wood

Chief Executive Oﬃcer

Chief Financial Oﬃcer

5 May 2026

Consolidated balance sheet

At 28 February 2026

Trainline plc

Annual Report & Accounts 2026

104

Financial Statements

Docusign Envelope ID: 740A35FC-506D-87FE-82F2-B6E9C97FF9C1

Notes

Share capital

£’000

Share premium

£’000

Other reserves

£’000

Foreign exchange reserve

£’000

Retained earnings

£’000

Total equity

£’000

Balance as at 1 March 2025

4,455

–

(1,110,474)

1,285

1,387,481

282,747

Proﬁt after tax

–

79,813

Other comprehensive income

–

977

990

Acquisition of Treasury Shares

–

(14,631)

–

(14,631)

Share-based payment charges

–

11,812

–

11,812

Deferred tax on share-based payments

–

(4,057)

–

(4,057)

Purchase of own shares for cancellation

(601)

–

601

–

(152,305)

Transfer between reserves

–

8,252

–

(8,252)

–

Balance as at 28 February 2026

3,854

–

(1,108,497)

2,262

1,306,750

204,369

For the year ended 28 February 2025

Notes

Share capital

£’000

Share premium

£’000

Other reserves

£’000

Foreign exchange reserve

£’000

Retained earnings

£’000

Total equity

£’000

Balance as at 1 March 2024

4,710

–

(1,112,724)

2,232

1,417,798

312,016

Proﬁt after tax

–

58,348

Other comprehensive (loss)/income

–

(947)

(934)

Acquisition of Treasury Shares

–

(17,143)

–

(17,143)

Share-based payment charges

–

20,461

–

20,461

Deferred tax on share-based payments

–

(653)

–

(653)

Purchase of own shares for cancellation

(255)

–

255

–

(89,348)

Transfer between reserves

–

(670)

–

670

–

Balance as at 28 February 2025

4,455

–

(1,110,474)

1,285

1,387,481

282,747

Share-based payment charges noted here are exclusive of National Insurance Charge. Transfer between reserves relates to the diﬀerence between the share price at grant date of the exercised shares and the actual cost of the

treasury shares purchased to fulﬁl the share-based payment.

Total purchase of own shares for cancellation in the period was £152.3 million inclusive of stamp duty and broker’s fees (FY2025: £89.3 million), of which £5.7 million (FY2025: £nil) relates to shares purchased but not paid for at the

reporting date.

The notes on pages 107 to 141 form part of the Financial Statements.

Consolidated statement of changes in equity

For the year ended 28 February 2026

Trainline plc

Annual Report & Accounts 2026

105

Financial Statements

Notes

2026

£’000

2025

£’000

Cash ﬂows from operating activities

Proﬁt before tax

114,315

80,885

Adjustments for:

Depreciation and amortisation

10,11

40,814

43,167

Write-oﬀ of assets

–

765

Net ﬁnance costs

8,112

4,693

Share-based payment charges

13,407

21,445

Non-cash exceptionals

–

3,752

176,648

154,707

Changes in working capital:

Trade and other receivables

(25,255)

(10,920)

Trade and other payables

(4,553)

3,447

Cash generated from operating activities

146,840

147,234

Taxes paid

(15,900)

(12,988)

Interest received

2,079

3,951

Net cash generated from operating activities

133,019

138,197

Cash ﬂows from investing activities

Payments for intangible assets

(36,626)

(40,870)

Payments for acquisition of subsidiary entities,

net of cash acquired

(232)

(358)

Payments for property, plant and equipment

(16,846)

(1,441)

Net cash ﬂow from investing activities

(53,704)

(42,669)

Notes

2026

£’000

2025

£’000

Cash ﬂows from ﬁnancing activities

Purchase of treasury shares

(14,631)

(17,143)

Purchase of own shares for cancellation

(146,576)

(89,348)

Proceeds from revolving credit facility

400,000

180,000

Repayment of revolving credit facility

(240,000)

(170,000)

Issue costs and fees

(4,105)

(813)

Net cash ﬂows for payments of lease liabilities

(1,010)

(4,906)

Payment of interest on lease liabilities

(200)

(287)

Interest paid

(7,976)

(6,578)

Repayment of convertible bonds

(82,700)

–

Net cash ﬂow from ﬁnancing activities

(97,198)

(109,075)

Net (decrease)/increase in cash and

cash equivalents

(17,883)

(13,547)

Cash and cash equivalents at beginning of the year

76,757

91,085

Eﬀect of exchange rate changes on cash

829

(781)

Closing cash and cash equivalents

59,703

76,757

The notes on pages 107 to 141 form part of the Financial Statements.

Consolidated statement of cash ﬂows

For the year ended 28 February 2026

Trainline plc

Annual Report & Accounts 2026

106

Financial Statements

Trainline plc

Annual Report & Accounts 2026

Financial Statements

Notes

Forming part of the Financial Statements

b) Basis of consolidation

continued

107

1. Material accounting policy information

a) General information

Trainline plc (the “Company”) and subsidiaries controlled by the Company (together, the

“Group”) are the leading independent rail and coach travel platform selling rail and coach

tickets worldwide. The Company is publicly listed on the London Stock Exchange (“LSE”)

and is incorporated and domiciled in England, the United Kingdom. The Company’s

registered address is 1 Stonecutter Street, EC4A 4AH.

The Group Financial Statements for the year ended 28 February 2026 were approved by

the Directors on 5 May 2026.

The Group Financial Statements of Trainline plc have been prepared in accordance

with UK-adopted International Accounting Standards and with the requirements of the

Companies Act 2006 as applicable to companies reporting under those standards.

The accounting policies set out in the sections below have, unless otherwise stated, been

applied consistently to all periods presented within the Financial Statements and have

been applied consistently by all subsidiaries.

The requirements of IFRS regarding climate-related disclosures have been considered

and does not have a material impact on the Financial Statements. Consideration of this

has been included within pages 46 to 52 of the Strategic Report.

b) Basis of consolidation

The Group Financial Statements consolidate those of the Company and its subsidiaries

(together referred to as the “Group”).

The Financial Statements presented herein are for the year from 1 March 2025 to

28 February 2026.

(i) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it

is exposed to, or has rights to, variable returns from its involvement with the entity and

has the ability to aﬀect those returns through its power over the entity. The Financial

Statements of subsidiaries are included in the Consolidated Financial Statements from

the date on which control commences until the date on which control ceases. Control is

achieved when the Group; (i) has power over the investee; (ii) is exposed or has rights to

variable returns from its involvement with the investee; and (iii) has the ability to use its

power to aﬀect the returns.

(ii) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising

from intra-group transactions, are eliminated.

c) Basis of measurement

The Group and Parent Company Financial Statements are prepared on the historical cost

basis except for the following:

•

Financial instruments at fair value through the income statement are measured at

fair value.

d) Functional and presentation currency

The Financial Statements are presented in pound sterling (£GBP), which is the functional

currency of the Parent Company. All amounts have been rounded to the nearest

thousand, unless otherwise indicated.

e) Going concern

The Consolidated Financial Statements have been prepared on a going concern basis,

which assumes that the Group will be able to meet its liabilities as they fall due over at

least the next 12 months from the date of the approval of these Financial Statements

(the “going concern assessment period”) including consideration of the covenants

associated with the Group’s revolving credit facility at the next covenant test dates on

31 August 2026 and 28 February 2027, being the two relevant dates in this period.

The UK Corporate Governance Code requires the Board to assess and report on the

prospects of the Group and whether the business is a going concern. The Directors have

undertaken a rigorous assessment of going concern and liquidity, taking into account

ﬁnancial forecasts and any key uncertainties and sensitivities.

On 25 July 2025, the Group entered into a new £450.0 million revolving credit facility

with an initial maturity date of 25 July 2028, with the option to extend for a further two,

one-year periods to 25 July 2030. On 18 February 2026, the Group extended the revolving

credit facility by a further £150.0 million to a total available facility of £600.0 million,

with no amendments to pre-existing covenants or securitisation requirements. The

convertible bond of £82.7 million was repaid in January 2026.

Financial Statements

continued

Notes

Forming part of the Financial Statements

1. Material accounting policy information

continued

e) Going concern

continued

Trainline plc

Annual Report & Accounts 2026

108

The Group generated positive adjusted EBITDA

in the year and reported an increase

in net debt

at 28 February 2026

; however, it remained in compliance with its ﬁnancial

covenants associated with the revolving credit facility (refer to Note 14

) with signiﬁcant

headroom at the reporting date. As at 28 February 2026, the Group was in a net

current liability position of £86.0 million driven by the negative working capital cycle

whereby ticket sales amounts are received before amounts due are paid to carriers

(FY2025: £160.4

million net current liability position), signiﬁcant movement year-on-year

relates to the repayment of the convertible bond in January 2026 utilising the Group’s

borrowing facility. The Group has in place bank guarantees of £148.2 million (FY2025:

£167.0 million) that can be utilised to settle trade creditor balances. Bank guarantees

are issued by lenders under the Group’s revolving credit facility and therefore reduce

the Group’s remaining available facility. Despite the net current liability position, the

Group has access to £221.8 million additional funds under its revolving credit facility

(FY2025: £88.0 million). As

such the Group has suﬃcient liquidity to cover the net current

liability position.

The Directors performed a detailed going concern review using Board-approved

forecasts (the ‘base case’) as well as considering two severe but plausible downside

scenarios in isolation, without any mitigations, and their potential impact on the

Group’s forecast. The severe but plausible downside scenarios modelled were: (1) a 15%

reduction in forecast Group adjusted EBITDA caused by a circa 7% reduction in Group

revenue, or a circa 15% increase in Group marketing and other administrative expenses;

and (2) a 1.5% increase above the forecast SONIA interest rate benchmark.

In the base case and both severe but plausible downside scenarios, the Group is able

to continue in operation and meet its liabilities as they fall due, with signiﬁcant excess

liquidity. This includes complying with the net debt to adjusted EBITDA and the interest

coverage covenant requirements at the 31 August 2026 and 28 February 2027 test dates.

Following the assessment described above, the Directors are conﬁdent that the Group

has adequate resources to continue to meet its liabilities as they fall due and to remain

in operation for the going concern assessment period. The Board has therefore

continued to adopt the going concern basis in preparing the Consolidated Financial

Statements.

Non-GAAP measure (unaudited) – see alternative performance measures section on pages 142 and 143.

f) Cost of sales

Cost of sales include costs in relation to the provision of rail tickets, industry system

costs, ancillary services, settlement and fulﬁlment costs and are recognised as incurred

(at the point of sale).

g) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies

of Group companies at exchange rates applicable on the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated to

the functional currency exchange rate at the reporting date. Non-monetary assets and

liabilities that are measured at fair value in a foreign currency are translated to the

functional currency at the exchange rate when the fair value was determined. Foreign

currency diﬀerences arising on translation are generally recognised in the income

statement. Non-monetary items that are measured based on historical cost in foreign

currency are not re-translated.

For the purpose of presenting the Consolidated Financial Statements, the assets

and liabilities of entities with a functional currency other than sterling are expressed

in sterling using exchange rates prevailing at the reporting period date. Income

and expense items and cash ﬂows are translated at the average exchange rates

for each month and exchange diﬀerences arising are recognised directly in other

comprehensive income.

h) Use of judgements and estimates

In preparing these Financial Statements, management has made judgements, estimates

and assumptions that aﬀect the application of the accounting policies and the reported

amounts of assets, liabilities, income and expenses.

Estimates and underlying assumptions are reviewed on an ongoing basis. Actual results

may diﬀer from these estimates. Revision to estimates are recognised prospectively.

Key Source of Estimation Uncertainty

The following estimate is deemed critical as it has been identiﬁed by Management as

one which is subject to a high degree of estimation uncertainty:

•

Note 10 – Goodwill impairment test: key assumptions underlying recoverable amounts

Financial Statements

continued

Notes

1. Material accounting policy information

continued

h) Use of judgements and estimates

continued

Trainline plc

Annual Report & Accounts 2026

109

The Group tests goodwill for impairment annually by comparing the carrying amount

against the recoverable amount. The recoverable amount is the higher of the fair value

less costs of disposal and value-in-use. There is inherent estimation uncertainty in

estimating the future cash ﬂows and the time period over which they will occur. There

is also estimation uncertainty in arriving at an appropriate discount rate to apply to the

cash ﬂows as well as an appropriate terminal growth rate. Each of these assumptions

have an impact on the overall value of cash ﬂows expected and therefore the headroom

between the cash ﬂows and carrying values of the cash generating units (

CGUs). An

unfavourable change in any of these assumptions could result in a signiﬁcant change

in headroom. As such each of these constitute estimates in the assessment of the

recoverable amount of goodwill in respect of both the UK consumer and International

consumer CGUs. Details of the impact of reasonably possible changes to the future cash

ﬂows and timing of these are evaluated in Note

10 to the Financial Statements.

Critical Accounting Judgements

Critical accounting judgements are those that the Group has made in the process of

applying the Group’s accounting policies and that have the most signiﬁcant eﬀect on

the amounts recognised in the Financial Statements:

• Note 10 – Capitalisation of internal software development costs

The Group capitalises internal costs directly attributable to the development of

intangible assets. We consider this a critical judgement given the application of IAS

involves the assessment of several diﬀerent criteria that can be subjective and/or

complex in determining whether the costs meet the threshold for capitalisation. During

the year, the Group has capitalised internal development costs amounting to £37.8

million (FY2025: £40.3 million). While the Group makes judgements in determining the

basis for recognition of these internally developed assets, these judgements are formed

in the context of robust systems and controls.

i) New standards and interpretations adopted

new standard is eﬀective from

1 March 2025

but does not have a material eﬀect on the

Group’s Financial Statements.

The following adopted IFRS has been issued but has not been applied by the Group

in these consolidated Financial Statements. The adoption is not expected to have a

material eﬀect on the Financial Statements unless otherwise indicated:

•

Lack of Exchangeability – Amendments to IAS 21 The Eﬀects of Changes in Foreign

Exchange Rates (eﬀective date 1 January 2025)

IFRS 18

‘Presentation and Disclosure in Financial Statements’ becomes eﬀective

for annual reporting periods beginning on or after 1 January 2027 and will replace

IAS 1 ‘Presentation of Financial Statements’. The standard will be applied retrospectively.

IFRS 18

introduces a more structured statement of proﬁt or loss, requiring income

and expenses to be classiﬁed into operating, investing, ﬁnancing, income taxes and

discontinued operations, and introduces new deﬁned subtotals, including operating

proﬁt and proﬁt before ﬁnancing and income taxes. There is no change to recognition

and measurement requirements and, accordingly, no expected impact on proﬁt

after tax.

The standard requires disclosure of management-deﬁned performance measures

(“MPMs”) in a single note, including a reconciliation to the most directly comparable IFRS

subtotal. IFRS 18 also introduces enhanced guidance on aggregation and disaggregation

and will change the classiﬁcation of certain items in the statement of cash ﬂows,

including presenting interest received and interest paid within investing and ﬁnancing

activities, respectively. The Group is currently assessing the impact of IFRS 18 on its

Consolidated Financial Statements.

Financial Statements

continued

Notes

Trainline plc

Annual Report & Accounts 2026

110

2. Operating segments

In accordance with IFRS 8, the Group determines and presents its operating segments

based on internal information that is provided to the Board, being the Group’s Chief

Operating Decision Maker (“CODM”).

The Group’s three operating and reporting segments are summarised as follows:

•

UK Consumer

– Travel apps and websites for individual travellers for journeys within

the UK

•

International Consumer

– Travel apps and websites for individual travellers for

journeys outside the UK including journeys between the UK and outside the UK, and

•

Trainline Solutions

– Travel portal platforms for Trainline’s own branded business

units, in addition to external corporates, travel management companies and white-

label ecommerce platforms for Train Operating Companies. This segment operates

Platform One Solutions and reallocates a cost to the UK and International Consumer

segments.

No single customer accounted for 10% or more of the Group’s sales. In general, the

transfer pricing policy implemented by the Group is market-based.

The CODM reviews discrete information by segment disaggregated to adjusted EBITDA

to better assess performance and to assist in resource-allocation decisions. The CODM

monitors the three operating segments results at the level of net ticket sales, revenue,

gross proﬁt and adjusted

EBITDA as shown in this disclosure.

No results at a proﬁt before/after tax level or in relation to the statement of ﬁnancial

position are reported to the CODM at a lower level than the consolidated Group.

The Group’s technology platform, UK Trainline Solutions and International Trainline Solutions are collectively

referred to as ‘Trainline Solutions’.

Segmental analysis for the year ended 28 February 2026:



		International	Trainline
	UK Consumer	Consumer	Solutions	Total Group
	£’000	£’000	£’000	£’000
Net ticket sales 2	4,134,731	1,103,522	1,080,907	6,319,160
Revenue	204,134	59,582	188,968	452,684
Cost of sales	(50,384)	(18,528)	(9,898)	(78,810)
Gross proﬁt	153,750	41,054	179,070	373,874
Marketing costs	(27,441)	(38,491)	(939)	(66,871)
Other administrative expenses	(39,652)	(13,367)	(77,336)	(130,355)
Adjusted EBITDA 2	86,657	(10,804)	100,795	176,648
Depreciation and amortisation				(40,814)
Share-based payment charges				(13,407)
Operating proﬁt				122,427
Net ﬁnance costs				(8,112)
Proﬁt before tax				114,315
Income tax expense				(34,502)
Proﬁt after tax				79,813

Non-GAAP measure (unaudited) – see alternative performance measures section on page 142.

Financial Statements

continued

Notes

2. Operating segments

continued

Trainline plc

Annual Report & Accounts 2026

111

Segmental analysis for the year ended 28 February 2025:



		International	Trainline
	UK Consumer	Consumer	Solutions	Total Group
	£’000	£’000	£’000	£’000
Net ticket sales 3	3,911,711	1,054,993	940,739	5,907,443
Revenue	207,611	53,227	181,257	442,095
Cost of sales	(60,388)	(18,885)	(10,509)	(89,782)
Gross proﬁt	147,223	34,342	170,748	352,313
Marketing costs	(27,138)	(42,973)	(791)	(70,902)
Other administrative expenses	(31,735)	(11,480)	(79,061)	(122,276)
Adjusted EBITDA 1	88,350	(20,111)	90,896	159,135
Depreciation and amortisation				(43,167)
Share-based payment charges				(21,445)
Exceptional items				(8,945)
Operating proﬁt				85,578
Net ﬁnance costs				(4,693)
Proﬁt before tax				80,885
Income tax expense				(22,537)
Proﬁt after tax				58,348

Non-GAAP measure (unaudited) – see alternative performance measures section on page 142.

3. Revenue

Accounting policy

Consumer

Commission revenue is earned from carriers on net ticket sales. Each sale or refund

transaction represents a separate performance obligation, and the related revenue is

recognised at the time of the sale or refund. Ancillary product oﬀerings sold through

third parties generate other revenue earnings for Trainline who act as agent. Income

is recognised at a point in time based on purchase date, impressions or, in the case

of hotels, customer stays. The Group acts as an agent in these sale transactions, as

it does not control the services prior to transferring them to its customers. In refund

transactions, the Group acts as an agent in respect of the refund of the ticket value that

is due back to the customer, and as a principal in respect of the refund fee, as it has full

entitlement to the refund fee. Refund sales and fees are recognised at the point the

ticket is voided (cancelled) with the vendor. The Group acts as principal in respect of

other fee income including booking fee, settlement fee and fulﬁlment fee, in addition to

rail rebates. Promotions are evaluated on a case-by-case basis based on their nature and

are recognised as a contra to revenue where it meets the requirements of IFRS 15.

Trainline Solutions

Revenue earned from branded travel portal platforms is recognised in three key

elements represented by bespoke feature builds, monthly maintenance, and

commission and service fees earned per transaction processed. Each of these elements

represent a separate performance obligation. Revenue is recognised at point in time

for bespoke feature builds, maintenance, commission and service fees. For contracts

with customers, invoices are raised upon satisfaction of performance obligations, with

payment due within 30 days.

The Group’s operations and main revenue streams are those described in these Financial

Statements. The Group’s revenue is derived from contracts with customers and are

disaggregated by primary geographical market and timing of revenue recognition.



	2026	2025
Timing of revenue recognition	£’000	£’000
At point in time	452,684	442,095
Total revenue	452,684	442,095

Financial Statements

continued

Notes

3. Revenue

continued

Accounting policy

continued

Trainline plc

Annual Report & Accounts 2026

112

Geographic information

In presenting the information on the basis of geography, revenue is based on the

geographical location of the vendors. This reﬂects how information is presented externally.


	2026	2025
	£’000	£’000
UK	366,525	362,751
Rest of the world	86,159	79,344
Total revenue	452,684	442,095

Contract balances

The Group’s contract balances consist of trade receivables, contract assets and contract

liabilities. Trade receivables are disclosed in Note 12.

The contract assets primarily relate to the Group’s rights to consideration for services

provided but not invoiced at the reporting date. The contract assets are transferred

to receivables when invoiced. The Group’s contract assets amounted to £1.9 million

(FY2025: £8.4 million) which are included in Note 12.

The contract liabilities primarily relate to the advance consideration received from

customers, for which revenue is recognised when the services are deemed to be

provided. The contract liabilities amounted to £0.2 million (FY2025: £0.4 million) which

are included in Note 13.

4. Exceptional items

Exceptional items are costs or credits that, by virtue of their nature and incidence, have

been disclosed separately in order to improve a reader’s understanding of the Financial

Statements. Exceptional items are one-oﬀ in nature and are not considered to be part of

the Group’s underlying trading performance.


	2026	2025
	£’000	£’000
Restructuring Costs	–	8,945
Exceptional Items	–	8,945

Restructuring Costs

Costs incurred in FY2025 relate to a cost optimisation exercise which includes a reduction

in headcount. The majority of these costs are cash items which have now been paid but

also includes non-cash share-based payment charges. All of the costs as part of this

project were recognised in FY2025.

5. Auditors’ remuneration

This note details a breakdown of the auditors’ remuneration recognised across the Group.

During the year, the Group obtained the following services from its auditors:


	2026	2025
	£’000	£’000
Audit of these Financial Statements	746	655
Audit of Financial Statements of subsidiaries pursuant to
legislation	160	112
Audit-related assurance services	64	60
Non-audit services	–	12
Total auditors’ remuneration	970	839

Financial Statements

continued

Notes

Trainline plc

Annual Report & Accounts 2026

113

6. Employee beneﬁt expenses

Staﬀ costs presented in this note reﬂect the total wage, tax, pension and share-

based payment charge relating to employees of the Group. These costs are allocated

between administrative expenses, cost of sales or capitalised where appropriate as

part of software development intangible assets. The allocation between these areas

is dependent on the area of business the employee works in and the activities they

have undertaken.

Average number of full-time equivalent employees

| | | |
| --- | --- | --- |
| | |
| | 2026 | 2025 |
| | Number of | Number of |
| | employees | employees |
| Sales and marketing | 137 | 145 |
| Operations | 126 | 165 |
| Technology and product | 565 | 588 |
| Management and administration | 158 | 155 |
| Total number of employees

1 | 986 | 1,053 |

Employee beneﬁts expense



	2026	2025
	£’000	£’000
Wages and salaries	88,982	88,957
Social security contributions	14,218	13,059
Contributions to deﬁned contribution plans	3,744	3,715
Share-based payment expense	13,407	21,445
Total employee beneﬁts	120,351	127,176

Details of Directors’ remuneration are disclosed in Note 23 under Transactions with key

management personnel of the Group and in the Directors’ Remuneration Report on

pages 72 to 84 of the Annual Report and Accounts 2026.

In determining the monthly employee numbers, in respect of leavers and joiners, employee numbers have been

prorated by the number of days they were employed within the Group.

7. Net ﬁnance costs

Net ﬁnance costs comprise bank interest income and interest expense on borrowings

and lease liabilities, as well as foreign exchange gains or losses.

On 25 July 2025, the Group entered into a new £450.0 million revolving credit facility

which replaced the Group’s previous £325.0 million revolving credit facility (refer to Note

14 for full detail). Transaction costs of £1.5 million incurred in relation to the Group’s

former £325.0 million facility and not yet amortised upon cancellation of this facility of

25 July 2025

were charged as a ﬁnance cost in the period.

Accounting policy

Interest income and expense is recognised as it accrues in the income statement, using

the eﬀective interest method. Foreign exchange gains and losses are recognised in the

income statement in accordance with the policy for foreign currency transactions set out

in Note 1g.



	2026	2025
	£’000	£’000
Bank interest income	2,353	3,999
Net foreign exchange gain	1,649	–
Finance income	4,002	3,999
Interest expense on borrowings including amortisation
of transaction costs	(9,973)	(6,919)
Net foreign exchange loss	–	(584)
Interest and fees on convertible bonds	(728)	(827)
Interest on lease liability	(1,291)	(287)
Unwind of provision	(122)	(65)
Other interest	–	(10)
Finance costs	(12,114)	(8,692)
Net ﬁnance costs recognised in the income statement	(8,112)	(4,693)

Financial Statements

continued

Notes

Trainline plc

Annual Report & Accounts 2026

114

8. Taxation

This note analyses the tax expense for this ﬁnancial year, which includes both current

and deferred tax. It also details tax accounting policies and presents a reconciliation

between proﬁt before tax in the income statement multiplied by the rate of corporation

tax and the tax charge for the year.

The deferred tax section provides information on expected future tax charges and sets

out the assets and liabilities held across the Group.

Accounting policy

Income tax expense comprises current and deferred tax. It is recognised in the income

statement except to the extent that it relates to a business combination, or items

recognised directly in equity or in other comprehensive income.

(i) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income

or loss for the year and any adjustment to tax payable or receivable in respect of

previous years. It is measured using tax rates enacted or substantively enacted at the

reporting date.

(ii) Deferred tax

Deferred tax is recognised in respect of temporary diﬀerences between the carrying

amounts of assets and liabilities for ﬁnancial reporting purposes and the amounts used

for taxation purposes. Deferred tax is not recognised for:

•

temporary diﬀerences on the initial recognition of assets or liabilities in a transaction

that is not a business combination and that aﬀects neither accounting nor taxable

proﬁt or loss;

•

temporary diﬀerences related to investments in subsidiaries, to the extent that the

Group can control the timing of the reversal of the temporary diﬀerences and it is

probable that they will not reverse in the foreseeable future; and

•

taxable temporary diﬀerences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and

deductible temporary diﬀerences to the extent that it is probable that future taxable

proﬁts will be available against which they can be used before their expiry. Deferred tax

assets are reviewed at each reporting date and are reduced to the extent that it is no

longer probable that the related tax beneﬁt will be realised.

Amounts will be recognised ﬁrst to the extent that taxable temporary diﬀerences exist

and it is considered probable that they will reverse and give rise to future taxable proﬁts

against which losses or other assets may be utilised before their expiry. Assets will then

be recognised to the extent that forecasts or other evidence support the availability of

future proﬁts against which assets may be realised.

Deferred tax is measured at the tax rates that are expected to be applied to temporary

diﬀerences when they reverse, using tax rates enacted or substantively enacted at the

reporting date. The measurement of deferred tax reﬂects the tax consequences that

would follow from the manner in which the Group expects, at the reporting date, to

recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and

liabilities are oﬀset only if certain criteria are met.

The Group recognises a deferred tax asset in respect of share-based payment awards

based on the expected tax deduction, measured as the intrinsic value of the awards

at the reporting date. The deferred tax asset is recognised over the vesting period,

consistent with the recognition of the related IFRS 2 charge, and is remeasured at each

reporting date based on the Group’s share price. To the extent that the tax deduction

on exercise exceeds the cumulative IFRS 2

charge, the excess tax beneﬁt is recognised

directly in equity. Where the tax deduction is lower than the cumulative IFRS 2 charge,

any shortfall is recognised in the income statement. Current tax deductions arising on

the exercise of share-based payment awards are recognised in the income statement

except to the extent that they relate to amounts previously recognised in equity.

The Group is currently not within the scope of the OECD Pillar Two framework

implementing the qualiﬁed domestic minimum top-up tax. No adjustments or

disclosures related to Pillar Two income taxes are required in the Financial Statements.

The Group will continue to monitor the applicability of Pillar Two rules in future years.

Financial Statements

continued

Notes

8. Taxation

continued

Trainline plc

Annual Report & Accounts 2026

115

Amounts recognised in the income statement



	2026	2025
	£’000	£’000
Current tax charge
Current year corporation tax	27,718	13,888
Adjustment in respect of prior years	(529)	(2,151)
Total current tax charge	27,189	11,737
Deferred tax charge
Current year deferred tax	6,217	8,990
Adjustment in respect of prior years	1,096	1,810
Total deferred tax charge	7,313	10,800
Tax charge	34,502	22,537

UK corporation tax was calculated at 25% (FY2025: 25

%) of the taxable proﬁt for the year.

Taxation for territories outside of the UK was calculated at the rates prevailing in the

respective jurisdictions. The total tax charge of £34.5 million (FY2025: £22.5 million) is

made up of a current corporation tax charge of £27.2 million (FY2025: £11.7 million) and

a deferred tax charge of £7.3 million (FY2025: £10.8 million).

Included in the current year deferred tax charge is the unwind of the deferred tax credit

following the utilisation of UK tax losses. It also includes the unwind of the deferred

tax asset in relation to the share-based payment incentive due to the decrease in the

share price.



	2026	2025
	£’000	£’000
Proﬁt before tax	114,315	80,885
Tax on proﬁt at standard UK rate of 25% (FY2025: 25%)	28,579	20,221
Eﬀect of:
Expenses not deductible/income not deductible	(940)	(755)
Amounts not recognised	(883)	1,003
Adjustment in respect of prior years	567	(342)
Share-based payments	7,055	2,384
Other	124	26
Total tax charge	34,502	22,537
Eﬀective tax rate	30%	28%

The total tax charge in FY2026 of £34.5 million is higher than the tax charge in FY2025.

This increase is primarily driven by higher taxable proﬁts in the current year, together

with a reduction in the deferred tax asset in respect of share-based payments.

The decrease in the deferred tax asset reﬂects a reduction in the Company’s share price

compared to the prior year, alongside revised vesting assumptions, resulting in a partial

unwind of the deferred tax asset recognised in relation to share options.

Tax (payable)/receivable per the consolidated balance sheet:



	2026	2025
	£’000	£’000
Current tax (payable)/receivable	(6,321)	947

Financial Statements

continued

Notes

8. Taxation

continued

Trainline plc

Annual Report & Accounts 2026

116

Deferred tax (liability)/asset as at 28 February 2026:



	Acquired	Tangible assets	Share-based	Losses carried
	intangible assets	and other	payments	forward	Total
	£’000	£’000	£’000	£’000	£’000
At 1 March 2025	(251)	(902)	11,701	2,879	13,427
Adjustment in respect of prior years	–	(2,203)	301	806	(1,096)
Adjustments posted through equity	–	–	(4,057)	–	(4,057)
Credit/(charge) to consolidated income statement	251	1,907	(5,347)	(3,028)	(6,217)
At 28 February 2026	–	(1,198)	2,598	657	2,057

Deferred tax (liability)/asset as at 28 February 2025:



	Acquired	Tangible assets	Share-based	Losses carried
	intangible assets	and other	payments	forward	Total
	£’000	£’000	£’000	£’000	£’000
At 1 March 2024	(1,155)	(3,911)	12,504	17,415	24,853
Adjustment in respect of prior years	(498)	(1,551)	(31)	270	(1,810)
Adjustments posted through equity	–	–	(653)	–	(653)
Credit/(charge) to consolidated income statement	1,402	4,560	(119)	(14,806)	(8,963)
At 28 February 2025	(251)	(902)	11,701	2,879	13,427

Deferred tax is recognised in accordance with IAS 12

. Deferred tax liabilities are recognised in full on all taxable temporary diﬀerences, while deferred tax assets are recognised only

to the extent that it is probable that future taxable proﬁts will be available against which the temporary diﬀerences can be utilised.

The decrease in the deferred tax asset in respect of share-based payments reﬂects a reduction in the share price together with revised assumptions applied to the valuation of the

relevant schemes.

A prior year adjustment has been recognised through the income statement and equity in relation to share-based payments, in order to correct the opening position.

The deferred tax asset relating to tax losses has decreased as a result of the utilisation of losses in the UK

, partially oﬀset by the recognition of losses within Trainline

SAS.

Financial Statements

continued

Notes

Trainline plc

Annual Report & Accounts 2026

117

9. Earnings per share

This note sets out the accounting policy that applies to the calculation of earnings per

share, and how the Group has calculated the shares to be included in basic and diluted

earnings per share (“EPS”) calculations.

Accounting policy

The Group calculates earnings per share in accordance with the requirements of IAS 33

‘Earnings Per Share’.

Four types of earnings per share are reported:

(i) Basic earnings per share

Earnings attributable to ordinary equity holders of the Group for the year, divided by the

weighted average number of ordinary shares outstanding during the year, adjusted for

treasury shares held.

(ii) Diluted earnings per share

Earnings attributable to ordinary equity holders of the Group for the year, divided by the

weighted average number of shares outstanding used in the basic earnings per share

calculation adjusted for the eﬀects of all dilutive ‘potential ordinary shares’.

(iii) Adjusted basic earnings per share

Earnings attributable to ordinary equity holders of the Group for the year, adjusted to

remove the impact of exceptional items, share-based payment charges, amortisation of

acquired intangibles and the current and deferred tax impact of these items; divided by

the weighted average number of ordinary shares outstanding during the year, adjusted

for treasury shares held.

(iv) Adjusted diluted earnings per share

Earnings attributable to ordinary equity holders of the Group for the year, adjusted to

remove the impact of exceptional items, share-based payment charges, amortisation

of intangibles and the current and deferred tax impact of these items; divided by the

weighted average number of shares outstanding used in the basic earnings per share

calculation adjusted for the eﬀects of all dilutive ‘potential ordinary shares’.



	At 28 February 2026	At 28 February 2025
Weighted average number of ordinary shares:
Ordinary shares	416,768,671	458,379,661
Treasury shares	(7,119,853)	(13,338,038)
Contingently issuable shares 1	1,416,078	594,773
Weighted number of ordinary shares	411,064,896	445,636,396
Dilutive impact of share options outstanding	6,196,273	15,197,117
Weighted number of dilutive shares	417,261,169	460,833,513



	2026	2025
	£’000	£’000
Proﬁt after tax	79,813	58,348
Earnings attributable to equity holders	79,813	58,348
Adjusted earnings 2	96,895	85,331



	2026	2025
	Pence	Pence
Proﬁt per share
Basic	19.42p	13.09p
Diluted	19.13p	12.66p
Adjusted proﬁt per share
Basic	23.57p	19.15p
Diluted	23.22p	18.52p

Contingently issuable shares relate to vested but unexercised share-based payment awards as at the balance

sheet date.

Refer to the alternative performance measures section for the calculation of adjusted earnings.

Financial Statements

continued

Notes

Trainline plc

Annual Report & Accounts 2026

118

10. Intangible assets and goodwill

The consolidated balance sheet contains a signiﬁcant goodwill carrying value which

arose when the Group acquired subsidiaries and paid a higher amount than the fair

value of the acquired net assets. Goodwill is not amortised but is subject to an annual

impairment review. Impairment reviews of goodwill make use of estimates.

Other intangible assets predominantly arise on acquisition of subsidiaries or are

internally developed. These intangible assets are amortised and tested for impairment

when an indicator of impairment exists.

Accounting policy

(i) Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the

consideration transferred and the amount recognised for non-controlling interests,

and any previous interest held, over the net identiﬁable assets acquired and liabilities

assumed. If the fair value of the net assets acquired is in excess of the aggregate

consideration transferred, the Group reassesses whether it has correctly identiﬁed all of

the assets acquired and all of the liabilities assumed and reviews the procedures used

to measure the amounts to be recognised at the acquisition date. If the reassessment

still results in an excess of the fair value of net assets acquired over the aggregate

consideration transferred, then the gain is recognised in the income statement. After

initial recognition, goodwill is measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired in a business combination is,

from the acquisition date, allocated to each of the Group’s cash-generating units that

are expected to beneﬁt from the combination, irrespective of whether other assets or

liabilities of the acquired business are assigned to those units.

(ii) Software development costs

Expenditure on research activities is recognised in the income statement as incurred.

External and internal development expenditure is capitalised only if the expenditure

can be measured reliably, the product or process is technically and commercially

feasible, future economic beneﬁts are probable, and the Group intends to and has

suﬃcient resources to complete development and to use or sell the asset. Otherwise,

it is recognised in the income statement as incurred. Subsequent to initial recognition,

development expenditure is measured at cost less accumulated amortisation and any

accumulated impairment losses. Internal development expenditure is managed by the

development team and the amount capitalised is monitored through time charged

to projects.

(iii) Brand and customer lists

Brand and customer lists that are acquired by the Group have ﬁnite useful lives

and are measured at cost less accumulated amortisation and any accumulated

impairment losses.

(iv) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic

beneﬁts embodied in the asset to which it relates. All other expenditure, including

expenditure on internally generated goodwill and brands, is recognised in the income

statement as incurred.

(v) Amortisation

Amortisation is calculated to write oﬀ the cost of intangible assets less their estimated

residual values using the straight-line method over their estimated useful lives and is

recognised in administrative expenses in the income statement. Goodwill is not amortised.

The estimated useful lives are as follows:



Software development	3–10 years
Brand valuation	10 years
Customer lists	3 years

Amortisation methods, useful lives and residual values are reviewed at each reporting

date and adjusted if appropriate.

Financial Statements

continued

Notes

10. Intangible assets and goodwill

continued

Trainline plc

Annual Report & Accounts 2026

119

Intangible assets and goodwill as at 28 February 2026:

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | Software | Brand | Customer | | |
| | development

1 | valuation | Lists | Goodwill | Total |
| | £’000 | £’000 | £’000 | £’000 | £’000 |
| Cost: | | | | | |
| At 1 March 2025 | 220,097 | 51,738 | 93,778 | 440,172 | 805,785 |
| Additions | 37,750 | – | – | – | 37,750 |
| Disposals | (6,173) | – | – | – | (6,173) |
| Exchange diﬀerences | – | – | – | 5,515 | 5,515 |
| At 28 February 2026 | 251,674 | 51,738 | 93,778 | 445,687 | 842,877 |
| Accumulated amortisation | | | | | |
| and impairment: | | | | | |
| At 1 March 2025 | (146,437) | (51,468) | (93,051) | (23,991) | (314,947) |
| Amortisation | (30,739) | (270) | (430) | – | (31,439) |
| Disposals | 6,173 | – | – | – | 6,173 |
| Exchange diﬀerences | – | – | – | (1,488) | (1,488) |
| At 28 February 2026 | (171,003) | (51,738) | (93,481) | (25,479) | (341,701) |
| Carrying amounts: | | | | | |
| At 28 February 2026 | 80,671 | – | 297 | 420,208 | 501,176 |

Of the amortisation charge for the year, £0.7 million (FY2025: £5.6 million) related to the

amortisation of intangible assets which were recognised on the Group’s acquisition of

Trainline.com Limited, Trainline SAS and Signalbox Technologies Limited, while £30.7

million (FY2025: £30.3 million) related to internally developed and purchased intangible

assets recognised at historical cost.

Disposals in the year of £6.2 million (FY2025: £7.6 million) include £6.2 million (FY2025:

£7.4 million) of fully amortised internally developed software assets which were no

longer in use.

Intangible assets and goodwill as at 28 February 2025:

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | Software | Brand | Customer | | |
| | development

1 | valuation

2 | Lists | Goodwill | Total |
| | £’000 | £’000 | £’000 | £’000 | £’000 |
| Cost: | | | | | |
| At 1 March 2024 | 187,371 | 51,738 | 94,010 | 443,722 | 776,841 |
| Additions | 40,279 | – | – | – | 40,279 |
| Disposals | (7,370) | – | (232) | – | (7,602) |
| Write-oﬀs | (183) | – | – | – | (183) |
| Exchange diﬀerences | – | – | – | (3,550) | (3,550) |
| At 28 February 2025 | 220,097 | 51,738 | 93,778 | 440,172 | 805,785 |
| Accumulated amortisation | | | | | |
| and impairment: | | | | | |
| At 1 March 2024 | (122,948) | (46,301) | (93,520) | (25,195) | (287,964) |
| Amortisation | (30,273) | (5,167) | (438) | – | (35,878) |
| Disposals | 7,368 | – | 231 | – | 7,599 |
| Write-oﬀs | 92 | – | – | – | 92 |
| Amortisation reclass

3 | (676) | – | 676 | – | – |
| Exchange diﬀerences | – | – | – | 1,204 | 1,204 |
| At 28 February 2025 | (146,437) | (51,468) | (93,051) | (23,991) | (314,947) |
| Carrying amounts: | | | | | |
| At 28 February 2025 | 73,660 | 270 | 727 | 416,181 | 490,838 |

Total software development as at 28 February 2026 includes £35.0 million of assets which represent work in

progress, and which are not yet depreciating (FY2025: £27.8 million, FY2024: £13.3 million).

At FY2025, the remaining useful economic life was one month for brand valuation assets.

Reclassiﬁcation of prior year amortisation between customer lists and software development. This has a net £nil

impact on the carrying amounts of intangible assets.

Financial Statements

continued

Notes

10. Intangible assets and goodwill

continued

Trainline plc

Annual Report & Accounts 2026

120

Goodwill impairment testing

The Group tests goodwill annually for impairment by reviewing the carrying amount

against the recoverable amount of the investment. The recoverable amount is the

higher of fair value less costs of disposal and value-in-use. However, in line with IAS 36

Impairment of Assets, fair value less costs of disposal is only determined where value-in-

use would result in impairment.

Goodwill acquired in a business combination is allocated on acquisition to the cash-

generating units (“CGUs

”) that are expected to beneﬁt from that business combination.

The Group has a carrying value of goodwill totalling £420.2 million (FY2025: £416.2

million) which was initially recognised upon acquisition of Trainline.com Limited and

Trainline SAS (formerly Capitaine Train SAS).

CGUs are allocated on a more granular level than the operating segments. Impairment

reviews were conducted on these revised CGUs as summarised below:



	2026	2025
CGUs	£’000	£’000
UK Consumer	351,271	351,271
International Consumer	68,937	64,910
UK Trainline Partner Solutions	–	–
International Trainline Partner Solutions	–	–
Total goodwill	420,208	416,181

For all CGUs the recoverable amount was determined by measuring their value-in-use.

Assumptions

The key value-in-use assumptions for the goodwill impairment assessment were:



	2026	2025	2026	2025
	UK	UK	International	International
	Consumer	Consumer	Consumer	Consumer
Pre-tax discount rate 1	15.0%	15.3%	14.9%	12.3%
Terminal growth rate 2	2.0%	2.5%	2.0%	2.5%
Number of years forecasted before
terminal growth rate applied	5	5	5	5

There has been no impairment charge for any CGU during the year (FY2025: £nil).

As noted above, the key assumptions that form part of the value-in-use assessment are

the pre-tax discount rate, the terminal growth rate, the number of years forecasted before

terminal growth rate is applied and the underlying cash forecasts. The pre-tax discount

rate was determined based upon the weighted average cost of capital reﬂecting speciﬁc

principal risks and uncertainties. The discount rate takes into account the risk-free rate of

return, the market risk premium and beta factor reﬂecting the average beta for the Group

and comparator companies which are used in deriving the cost of equity. Further to this,

the terminal growth rate was determined based on the future inﬂation rates in conjunction

with forecast growth rates and reﬂects the long-term natural price growth.

For the purpose of the goodwill impairment testing, the Group prepares cash ﬂow

forecasts using ﬁve-year projections which are extrapolated from the Board approved

three-year plan. The forecasts have been used in the value-in-use calculation along with

risk-adjusted discount rates. Cash ﬂows beyond the ﬁve-year period are extrapolated

using a terminal growth rate, for the purpose of goodwill impairment testing. The

forecasts reﬂect management’s expectations and best estimates in determining

EBITDA for each CGU. Management’s expectations and best estimates are determined

based on a detailed top down and bottom up forecasting process which incorporates

consideration of the Group’s strategy, expectations in respect of market size and market

share while also taking account of risks and uncertainties in the market.

The pre-tax discount rate is based upon the weighted average cost of capital reﬂecting speciﬁc principal risks

and uncertainties. The discount rate takes into account the risk-free rate of return, the market risk premium and

beta factor.

The terminal growth rate reﬂects the expected natural price and inﬂation growth into perpetuity of the business,

taking into account the current market and sector risks.

Financial Statements

continued

Notes

10. Intangible assets and goodwill

continued

Goodwill impairment testing

continued

Trainline plc

Annual Report & Accounts 2026

121

The core assumptions used in the cash ﬂow forecasts for impairment testing were as

follows. For the UK Consumer CGU, sales growth over the forecast period is driven by

ongoing investment in the Trainline platform, the monetisation of additional revenue

streams, and the continued digitisation of ticketing, supported by favourable modal shift

trends. For the International Consumer CGU, strong ongoing sales growth is driven by

targeted investment in marketing and continued enhancements to the user experience.

The Group’s cash ﬂow forecasts include the assumption that the addressable rail

market across the UK

and continental Europe will beneﬁt from increased investment

in high-speed rail and further liberalisation, as well as greater consumer awareness of

its environmental beneﬁts.

a result, the international cash ﬂow forecast assumes

that rail markets in Spain, France and Italy grow from an addressable market of around

€17.0 billion today, to €23.0 billion by 2030 and notably in France from 2027/28.

Where costs or assets in the forecast are not reported to the CODM at a CGU level,

as disclosed in Note 2, a reasonable and consistent allocation basis is applied for the

purposes of impairment testing.

Trading assumptions are based on estimates of market size, estimates of market share

and long-term economic forecasts.

Sensitivity analysis

The Group has conducted sensitivity analysis for reasonably possible changes to key

assumptions on each CGU’s value-in-use. This included either increasing the discount

rates, reducing the terminal growth rate, or reducing the anticipated future cash ﬂows

through changes to revenue or costs in each of the years through to the terminal year.

The sensitivity assumptions applied to the value-in-use calculations are set out in the

following table.


	2026	2025	2026	2025
	UK	UK	International	International
	Consumer	Consumer	Consumer	Consumer
Increase in discount rate	1pt	1pt	1pt	1pt
Reduction in long-term growth rate
applied in terminal year	0.5pt	0.5pt	0.5pt	0.5pt
Decrease in Adjusted EBITDA forecast
resulting in decrease in cash ﬂows in
each year	15%	15%	15%	15%

None of the individual reasonably possible scenarios listed above resulted in an

impairment charge to any of the CGUs.

11. Property, plant and equipment

This note details the physical assets used by the Group in running its business.

Accounting policy

Items of property, plant and equipment (“PPE”) are measured at cost less accumulated

depreciation and any accumulated impairment losses. Any gain or loss on disposal

of an item of property, plant and equipment is recognised in the income statement.

Depreciation is calculated to write oﬀ the cost of items of property, plant and equipment

less their estimated residual values using the straight-line method over their estimated

useful lives and is generally recognised in the income statement. The estimated useful

lives of property, plant and equipment are as follows:



Plant and equipment	3–5 years
Leasehold improvements	6–10 years/remaining lease length if shorter
Right-of-use assets	Lease length

The Group tests the carrying value of assets including right-of-use (“ROU”) assets for

impairment if there is an indicator of impairment. PPE is included in the carrying value of

the Group’s CGUs and has been included in the CGU impairment assessments (see Note

). There were no additional indicators of speciﬁc impairment identiﬁed during the year

relating to PPE (FY2025: no indicators).

Financial Statements

continued

Notes

11. Property, plant and equipment

continued

Trainline plc

Annual Report & Accounts 2026

122

Property, plant and equipment as at 28 February 2026:

| | | | | |
| --- | --- | --- | --- | --- |
| | Plant and | Leasehold | Right-of-use | |
| | equipment | improvements | assets

1 | Total |
| | £’000 | £’000 | £’000 | £’000 |
| Cost: | | | | |
| At 1 March 2025 | 9,709 | 6,834 | 28,641 | 45,184 |
| Additions | 2,580 | 13,099 | 30,299 | 45,978 |
| Disposals | (1,718) | – | (970) | (2,688) |
| Eﬀects of foreign exchange | 116 | – | 310 | 426 |
| At 28 February 2026 | 10,687 | 19,933 | 58,280 | 88,900 |
| Accumulated depreciation | | | | |
| and impairment: | | | | |
| At 1 March 2025 | (7,374) | (5,279) | (21,458) | (34,111) |
| Depreciation | (1,507) | (1,311) | (6,557) | (9,375) |
| Disposals | 1,718 | – | 962 | 2,680 |
| Eﬀects of foreign exchange | (82) | – | (218) | (300) |
| At 28 February 2026 | (7,245) | (6,590) | (27,271) | (41,106) |
| Carrying amounts: | | | | |
| At 28 February 2026 | 3,442 | 13,343 | 31,009 | 47,794 |

Additions in the year primarily relate to a 10

-year oﬃce lease which commenced in

FY2026.

Property, plant and equipment as at 28 February 2025:

| | | | | |
| --- | --- | --- | --- | --- |
| | Plant and | Leasehold | Right-of-use | |
| | equipment | improvements | assets | Total |
| | £’000 | £’000 | £’000 | £’000 |
| Cost: | | | | |
| At 1 March 2024 | 9,231 | 6,834 | 28,833 | 44,898 |
| Additions | 1,305 | – | 109 | 1,414 |
| Disposals | – | – | (120) | (120) |
| Write-oﬀs | (767) | – | – | (767) |
| Eﬀects of foreign exchange | (60) | – | (181) | (241) |
| At 28 February 2025 | 9,709 | 6,834 | 28,641 | 45,184 |
| Accumulated depreciation | | | | |
| and impairment: | | | | |
| At 1 March 2024 | (5,500) | (4,193) | (17,257) | (26,950) |
| Depreciation | (1,911) | (1,086) | (4,292) | (7,289) |
| Disposals | – | – | 78 | 78 |
| Write-oﬀs | 1 | – | – | 1 |
| Eﬀects of foreign exchange | 36 | – | 13 | 49 |
| At 28 February 2025 | (7,374) | (5,279) | (21,458) | (34,111) |
| Carrying amounts: | | | | |
| At 28 February 2025 | 2,335 | 1,555 | 7,183 | 11,073 |

Financial Statements

continued

Notes

Trainline plc

Annual Report & Accounts 2026

123

12. Trade and other receivables

Trade and other receivables include amounts due from credit card companies for

consumer ticket sales and amounts due from business customers and Train Operating

Companies on account. The contract assets primarily relate to the Group’s rights to

consideration for services provided but not invoiced at the reporting date. Prepayments

consist of payments made prior to year end in respect of transactions in the normal

course of business.

Receivables are held with the objective to collect the contractual cash ﬂows and are

therefore recognised initially at fair value and subsequently measured at amortised

cost using the eﬀective interest rate method, less provision for impairment.

A provision

for the expected loss on trade and other receivables is established at inception. This is

modiﬁed when there is a change in the credit risk. The amount of the expected loss for

the Group is £0.4 million (FY2025: £0.4 million).



	2026	2025
	£’000	£’000
Trade receivables	76,077	50,345
Other receivables	3,360	2,916
Prepayments	7,552	5,601
Contract assets	1,936	8,350
Total trade and other receivables	88,925	67,212

There is no material diﬀerence between the carrying value and fair value of trade

and other receivables. See Note 20 for more detail on the trade and other receivables

accounting policy.

13. Trade and other payables

Trade and other payables include liabilities for ticket sale monies to be passed on to

carriers, as well as accounts payable and accruals for general business expenditure and

contract liabilities.



	2026	2025
	£’000	£’000
Trade payables	180,062	168,529
Accruals	39,617	46,008
Other creditors	3,928	3,038
Contract liabilities	242	398
Total trade and other payables	223,849	217,973

There is no material diﬀerence between the carrying value and fair value of trade and

other payables presented. See Note 20 for more detail on the trade and other payables

accounting policy.

Financial Statements

continued

Notes

Trainline plc

Annual Report & Accounts 2026

124

14. Loans, borrowings and lease liabilities

This note details a breakdown of the various loans and borrowings of the Group.

It also provides the terms and repayment dates of each of these.

Accounting policy

Borrowings are recognised initially at fair value less attributable transaction costs

incurred. Subsequent to initial recognition, interest-bearing borrowings are stated at

amortised cost using the eﬀective interest method. At the date borrowings are repaid,

any attributable transaction costs are released as ﬁnance costs.



	2026	2025
	£’000	£’000
Non-current liabilities
Revolving credit facility 1	226,529	68,100
Lease liabilities	32,337	3,107
Total non-current liabilities	258,866	71,207
Current liabilities
Accrued interest on revolving credit facilities	600	828
Convertible bonds	–	82,202
Lease liabilities	2,480	4,345
Total current liabilities	3,080	87,375

Included within the revolving credit facility is the principal amount of £230.0

million (FY2025: £

70.0

million)

and directly attributable transaction costs of £

3.5

million (FY2025: £

1.9

million).

Terms and repayment schedule as at 28 February 2026



				Carrying
		Year of	Face value	amount
Agreement	Interest rate	maturity	£’000	£’000
Revolving credit facility	SONIA + Margin 2	2028 3	230,000	226,529
Lease liabilities	Various 4	Various 5	34,817	34,817
Total borrowings			264,817	261,346

The following are the remaining contractual maturities of ﬁnancial liabilities at the

reporting date. The amounts are gross and undiscounted, and include estimated

future interest payments, so will not necessarily reconcile to amounts disclosed on

the statement of ﬁnancial position.



	Total
	contractual	Less than	Between	Between	Over
	cash ﬂows	1 year	1 and 2 years	2 and 5 years	5 years
	£’000	£’000	£’000	£’000	£’000
Revolving credit facility	256,560	10,720	11,012	234,828	–
Lease liabilities	44,347	2,333	4,548	15,963	21,503
Total cash ﬂows	300,907	13,053	15,560	250,791	21,503

Terms and repayment schedule as at 28 February 2025



				Carrying
		Year of	Face value	amount
Agreement	Interest rate	maturity	£’000	£’000
Revolving credit facility	SONIA + 1.2%-1.3%	2026	70,000	68,100
Convertible bonds	1.0%	2026	82,700	82,202
Lease liabilities	Various 6	Various 7	7,452	7,452
Total borrowings			160,152	157,754

Interest is paid at SONIA plus

1.10% to 2.35% dependent on the Group’s leverage.

Not including extension clauses.

The average interest rate of lease liabilities is

4.89%.

The lease terms are between

2026

–

2035

The average interest rate of lease liabilities is 4.1%.

The lease terms are between 2025–

2030

Financial Statements

continued

Notes

14. Loans, borrowings and lease liabilities

continued

Terms and repayment schedule as at 28 February 2025

continued

Trainline plc

Annual Report & Accounts 2026

125

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | |
| | Total | | Between | | |
| | contractual | Less than | 1 and 2 | Between | Over |
| | cash ﬂows | 1 year | years

1 | 2 and 5 years | 5 years |
| | £’000 | £’000 | £’000 | £’000 | £’000 |
| Revolving credit facility | 76,435 | 3,766 | 72,669 | – | – |
| Convertible bonds | 83,423 | 83,423 | – | – | – |
| Lease liabilities | 7,498 | 4,444 | 1,890 | 1,007 | 157 |
| Total cash ﬂows | 167,356 | 91,633 | 74,559 | 1,007 | 157 |

Revolving credit facility

On 25 July 2025

, the Group entered into a new £

450.0 million revolving credit facility with

an initial maturity date of 25 July 2028

, with the option to extend for a further two, one-

year periods to 25 July

2030

. On

February

2026, the Group extended the revolving

credit facility by a further £

150.0

million to a total available facility of £

600.0

million. This

facility replaced the previous £

325.0

million revolving credit facility which was due to

mature on

November

2026

Both facilities in place during the year allow draw downs in cash or non-cash to cover bank

guarantees. At 28 February

2026, the cash drawn amount is £230.0

million (FY2025:

70.0 million), the non-cash bank guarantee drawn amount is £148.2

million (FY2025:

167.0

million) and the undrawn amount on the facility is £

221.8

million (FY2025: £88.0

million).

The £

600.0

million facility in place during the period was unsecured. The previous

325.0 million facility in place during the year was secured by a ﬁxed and ﬂoating charge

over certain assets of the Group. Interest on the £

600.0

million facility is payable at a

margin of between

1.10% and 2.35% above

SONIA

, while interest on the £325.0

million

facility was payable at a margin of between

1.20% and

2.55

% above

SONIA

, in each case

depending on the Group’s leverage. The actual margin applied during the year ranged

from

1.10% to 1.30%.

Not including 1-year extension clause per the revolving credit facility.

The Group was subject to bank covenants and required to comply half-yearly, all of which

have been met during the year. In relation to the facility entered into on 25 July 2025:

(

) net debt (inclusive of lease liabilities) to adjusted EBITDA must be no more than

3.0

1.0

;

and (2) adjusted EBITDA

to net ﬁnance charges must be no less than

4.0:

1.0

. In relation

to the £

325.0

million facility entered into on

July 2022: (

) net debt (inclusive of lease

liabilities) to adjusted EBITDA must be no more than

3.0

1.0

; and (2) adjusted EBITDA to

net ﬁnance charges must be no less than

4.0:

1.0

. The test dates for these covenants are

at the reporting period end dates i.e. 28 February and

August.

Convertible bonds

January

2021, Trainline plc announced the launch of an oﬀering of £150.0

million of

senior convertible bonds due in

2026

. Settlement and delivery of convertible bonds took

place on

January

2021

The total bond oﬀering of £150.0 million covers a ﬁve-year term beginning on

January

2021

with a

1% per annum coupon payable semi-annually in arrears in equal

instalments. The initial conversion price was set at £

6.6671

representing a premium of

% above share price on 7

January

2021

(£

4.4447

The bonds were accounted for as a liability of £

150.0

million upon issuance. Directly

allocable fees were oﬀset against the liability and will be unwound over the lifetime of

the instrument. The bond was accounted for as a liability as certain terms and conditions

attached to the bonds meant Trainline plc has an unavoidable obligation to settle in

cash. Subsequent to this, bonds are measured at amortised cost.

January

2026, the Group’s convertible bond was redeemed in full at maturity.

Accordingly, there were no convertible bonds outstanding subsequent to this date.

As at the

balance sheet date, the Group had no convertible bonds in issuance (

FY2025: £

82.7

million).

Lease liabilities

Additions to lease liabilities in the year relate to a

10-year oﬃce lease which commenced

FY2026

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

126

15. Provisions

The Group holds provisions in relation to dilapidations.

Accounting policy

Provisions are determined by discounting the expected future cash ﬂows at a pre-tax

rate that reﬂects current market assessments of the time value of money and the risks

speciﬁc to the liability. The unwinding of the discount is recognised as a ﬁnance cost.

The Group provides for the cost of dilapidations in relation to the oﬃces over the

minimum term of the leases. It is expected that the cash ﬂows in relation to provisions

will occur at the end of the lease terms between

2026

and

2035

Provisions


	2026	2025
	£’000	£’000
As at 1 March	952	837
Unwinding of discount	122	65
Increase in provision 1	2,096	50
As at 28 February	3,170	952
Current	1,358	–
Non-current	1,812	952
	3,170	952

Increase in provision primarily relates to a 10-year oﬃce lease which commenced in FY2026

16. Share-based payments

During the year the Group has operated a number of equity-settled share-based

payment schemes.

Accounting policy

Equity-settled share-based payment schemes are initially measured at fair value at the

grant date and recognised as a charge in the income statement over the vesting period

based on the Group’s estimate of the shares that will eventually vest and adjusted for

the eﬀect of non-market vesting conditions.

A corresponding increase in reserves is also

recognised in equity.

Share-based payment charges recognised within administrative costs


	2026	2025
	£’000	£’000
Share-based payment schemes	13,407	21,445
Total income statement impact	13,407	21,445

The Group operates the following equity-settled share-based payment schemes with a

£nil exercise price:

Share Incentive Plan

The Share Incentive Plan (“SIP

”) was oﬀered to all

Company staﬀ employed at

March 2022

, being the grant date. The awards vested on 16

March 2025 and all

employees that had not opted out or left the business between

March 2022 and

March 2025 were entitled to shares in Trainline plc worth £

3,600

at grant date.

Further SIP

awards were oﬀered to all

Company staﬀ employed at 7

May 2025

, being

the grant date. The awards will vest on

May 2028 and all employees that have not

opted out or left the business between

May 2025 and

May 2028 are entitled to shares

in Trainline plc worth £

3,600

at grant date.

International Share Incentive Plan

The International Share Incentive Plan (“Int SIP

”) was oﬀered to all non-

Company staﬀ

employed at

March 2022

, being the grant date. The awards vested on

28 February 2025

and all employees that have not opted out or left the business between

March 2022 and

28 February 2025 were entitled to shares in Trainline plc worth £

3,600

at grant date.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

127

16. Share-based payments

continued

Restricted Share Plan (“RSP”)

The Restricted Share Plan (“RSP”) awards Restricted Share Units (“RSUs”) to certain

members of the executive team and senior management. The majority of awards vest

evenly in three tranches over a three-year period. All participants that have not left the

business on the vesting date will be entitled to RSUs which each represent the right to

receive one ordinary share in Trainline plc.

Performance Share Plan (“PSP”)

The Performance Share Plan (“PSP

”) award is oﬀered to certain members of the Board

and extended leadership team. Awards vest three years after the grant date and are

subject to the Group meeting speciﬁed performance conditions. Only participants

that have not left the business at the vesting date will be entitled to PSPs which each

represent the right to receive one ordinary share in Trainline plc.

Matching Shares

From 20 April 2020

, all Company employees were entitled to one free matching share

for every one partnership share they purchase under the SIPs

, subject to remaining

employees for the three-year vesting period.

Deferred Share Bonus Plan (“DSBP”)

The DSBP

was oﬀered to the

CEO and CFO for the purpose of deferring Executive

Director annual bonus in accordance with the Company’s Directors’ Remuneration Policy.

The ﬁrst award was granted to the

CEO on

June 2022 and 50

% vested on 19

May

2023

and a further 50

% vested on

20 May 2024. The second award was granted to the CEO

and CFO on 4 May

2023

and 50

% vested on

20 May 2024 and a further 50

% vested on

May 2025. A third award was granted to the CEO and CFO on

May 2024 and 50

vested on 28 February 2025 and a further 50

% vested on

28 February

2026

. A fourth

award was granted to the CEO and CFO on

May 2025 and 50

% will vest on 11

May

2026

and a further 50

% will vest on 10

May

2027

provided participants remain an employee

on vesting dates. Please refer to the Directors’ Remuneration Report on page

for

considerations on the CEO departure.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

128

16. Share-based payments

continued

Key assumptions used in valuing the share-based payments were as follows:


	Share	Restricted	Performance	Matching share	Deferred Shares
	Incentive Plan	Share Plan	Share Plan	award number	Bonus Plan
Exit date	07 May 2028	1 year after	3 years after	3 years after	11 May 2026 2
		grant date 1	grant date	grant date
Attrition rate over life of award 3	15%	26%	24%	15%	0%
Weighted average fair value estimated at grant date	£2.69	£2.68	£2.32	£2.57	£2.69

Carrying value and fair value of share-based payment liabilities

The carrying value and fair value of the Group’s equity-settled share-based payment arrangements were determined using option pricing models. Awards with market-based

performance conditions were valued using the Monte Carlo simulation approach. All other awards were valued based on the market value at grant date.

The expense recognised in the year for share-based payments is £13.4

million (FY2025: £

21.4 million), including the relevant employer’s social security contributions.


	2026	2025
	£’000	£’000
Share Incentive Plan	577	689
International Share Incentive Plan	–	106
Restricted Share Plan	4,088	4,767
Performance Share Plan	7,850	15,028
Matching Shares	178	159
Deferred Share Bonus Plan	714	696
Total income statement impact	13,407	21,445

Exit date for ﬁrst tranche and then annually for following two years’ awards.

Exit date for ﬁrst tranche and the anniversary following the second tranche.

Weighted average attrition rate.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

129

16. Share-based payments

continued

The movements in share awards are summarised as follows:



	Share	International Share	Restricted	Performance		Deferred Share
Outstanding Number	Incentive Plan	Incentive Plan	Share Plan	Share Plan	Matching Shares	Bonus Plan
At 1 March 2024	824,984	113,715	1,754,983	23,274,151	250,566	251,698
Granted	–	–	1,798,347	4,965,514	101,637	174,489
Lapsed	(106,495)	(10,830)	(356,052)	(4,766,664)	(29,697)	–
Exercised	(179,524)	(3,610)	(308,206)	(1,446,155)	(42,348)	(159,160)
At 28 February 2025	538,965	99,275	2,889,072	22,026,846	280,158	267,027
Granted	1,220,459	–	2,241,466	7,722,196	129,082	280,564
Lapsed	(161,612)	–	(493,342)	(3,324,968)	(39,903)	–
Exercised	(647,995)	(99,275)	(1,488,442)	(10,239,231)	(17,389)	(179,782)
At 28 February 2026	949,817	–	3,148,754	16,184,843	351,948	367,809

The weighted average share price at the date share options were exercised was £

2.73

(FY2025: £

3.50

). The weighted average remaining contractual life of the share options was

year and

month (FY2025:

year and

months).

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

130

17. Capital and reserves

Share capital

Share capital represents the number of shares in issue at their nominal value.

Ordinary shares in the Group are issued, allotted and fully paid up. The holders of

ordinary shares are entitled to receive dividends as declared from time to time and are

entitled to one vote per share at meetings of the Company.

Shareholding at 28 February 2026



	Number	£’000
Ordinary shares – £0.01	385,409,753	3,854

Shareholding at 28 February 2025



	Number	£’000
Ordinary shares – £0.01	445,465,480	4,455

In September

2023, the Company commenced a share buyback programme to purchase

its own ordinary shares. In May 2024

, the Company announced an additional share

buyback programme to purchase its own ordinary shares following the completion of

the September

2023

programme.

In March 2025

, Trainline plc announced the commencement of a share buyback

programme for up to a maximum consideration of £

75.0

million following completion

of the May 2024 programme. In September 2025

, the Company announced a further

share buyback programme to purchase its own ordinary shares following the completion

of the March 2025 programme for up to a maximum consideration of £

150.0

million.

The total number of shares bought back in

FY2026

was

60,

055

,727

shares (FY2025:

,566,606

shares) with a nominal value of £

600,557

(FY2025: £255

,666

) representing

16% (

FY2025:

6%) of the ordinary shares in issue (excluding shares held in treasury).

All shares bought back in

FY2026

were cancelled.

The shares were acquired on the open market at a total consideration (excluding costs)

of £

151.4

million (FY2025: £88.8 million). The maximum and minimum prices paid were

3.15

(FY2025: £4.42) and £

1.87

(FY2025: £

2.93

) per share respectively. The average price

paid was £2.52 (FY2025: £

3.47

). Costs incurred on the purchase of own shares in relation

to stamp duty and broker expenses were £

909,642

(FY2025: £

534,134

Share premium

Share premium represents the amount over the nominal value which was received by

the Group upon the sale of the ordinary shares. Upon the date of listing, the nominal

value of shares was £

1.00

(subsequently reduced to £

0.01

in FY2020) but the initial

oﬀering price was £3.50

Share premium is stated net of any direct costs relating to the issue of shares.

December

2023, the High Court of Justice approved the cancellation of the

amount standing to the credit of the Company’s share premium account in full. The

cancellation resulted in a corresponding increase in the Group’s distributable reserves.

Retained earnings

Retained earnings represents the proﬁt the Group makes that is not distributed as

dividends. No dividends have been paid outside the Group in any year.

Foreign exchange

The foreign exchange reserve represents the net diﬀerence on the translation of the

statement of ﬁnancial position and income statements of foreign operations from

functional currency into reporting currency over the period such operations have been

owned by the Group.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

131

17. Capital and reserves

continued

Other reserves


	Merger	Treasury	Share-based	Capital redemption	Total other
	reserve	reserve	payment reserve	reserve	reserves
	£’000	£’000	£’000	£’000	£’000
At 1 March 2024	(1,122,218)	(29,762)	39,159	97	(1,112,724)
Addition of treasury shares	–	(17,143)	–	–	(17,143)
Allocation of treasury shares to fulﬁl share-based payment	–	8,813	(8,813)	–	–
Share-based payment charge	–	–	20,461	–	20,461
Deferred tax on share-based payment	–	–	(653)	–	(653)
Purchase of own shares for cancellation	–	–	–	255	255
Transfer to retained earnings 1	–	–	(670)	–	(670)
At 28 February 2025	(1,122,218)	(38,092)	49,484	352	(1,110,474)
Addition of treasury shares	–	(14,631)	–	–	(14,631)
Allocation of treasury shares to fulﬁl share-based payment	–	31,853	(31,853)	–	–
Share-based payment charge	–	–	11,812	–	11,812
Deferred tax on share-based payment	–	–	(4,057)	–	(4,057)
Purchase of own shares for cancellation	–	–	–	601	601
Transfer to retained earnings 1	–	–	8,252	–	8,252
At 28 February 2026	(1,122,218)	(20,870)	33,638	953	(1,108,497)

Merger reserve

Prior to the initial public oﬀering (“

IPO

”), the ordinary shares of the pre-

IPO

top company, Victoria Investments

S.C.A

., were acquired by Trainline plc.

As the ultimate shareholders

and their relating rights did not change as part of this transaction, this was treated as a common control transaction under

IFRS. The balance of the merger reserve represents the

diﬀerence between the nominal value of the reserves from the Victoria Investments

S.C.A. Group and the value of reserves in Trainline plc prior to the restructure.

Treasury reserve

Treasury shares reﬂect the value of shares held by the Group’s Employee Beneﬁt Trusts (“

EBT”). At 28 February

2026, the Group’s

EBT held 8.2 million shares (FY2025:

13.1

million)

which have a historical cost of £

20.9

million (FY2025: £

38.1

million).

Transfer to retained earnings relates to the diﬀerence between the share price at grant date of the exercised shares and the actual cost of the treasury shares purchased to fulﬁl the share-based payment.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

132

17. Capital and reserves

continued

Share-based payment reserve

The share-based payment reserve is built up of charges in relation to equity-settled

share-based payment arrangements which have been recognised within the proﬁt and

loss account.

Capital redemption reserve

The capital redemption reserve represents the nominal value of shares bought back

and cancelled.

18. Other employee beneﬁts

This note explains the accounting policies governing the Group’s pension schemes and

details the calculations and actuarial assumptions related to these.

The majority of the Group’s employees are members of a deﬁned contribution pension

scheme. Additionally, the Group operates one deﬁned beneﬁt pension plan which is

closed to new entrants.

For deﬁned contribution schemes, the Group pays contributions into separate funds

on behalf of the employee and has no further obligations to employees. The risks

associated with this type of plan are assumed by the member. Contributions paid by the

Group in respect of the current year are included within Note

The deﬁned beneﬁt scheme is a pension arrangement under which participating

members receive a pension beneﬁt at retirement determined by the scheme rules, salary

and length of pensionable service. The income statement charge for the deﬁned beneﬁt

scheme is the current/past service cost and the net interest cost which is the change

in the net deﬁned beneﬁt liability that arises from the passage of time. The Group

underwrites both ﬁnancial and demographic risks associated with this type of plan.

Accounting policy

(i) Short-term employee beneﬁts

Short-term employee beneﬁts are expensed as the related service is provided.

liability is recognised for the amount expected to be paid if there is a present legal or

constructive obligation to pay this amount as a result of past service provided by the

employee and the obligation can be estimated reliably.

(ii) Deﬁned contribution plans

Obligations for contributions to deﬁned contribution plans are expensed as the related

service is provided. Prepaid contribution is recognised as an asset to the extent that a

cash refund or a reduction in future payments is available.

(iii) Deﬁned beneﬁt plans

The Group participates in a deﬁned beneﬁt scheme which is closed to new members.

The assets of the scheme are held separately from those of the Group. Pension scheme

assets are measured using market values.

The Group’s net obligation in respect of deﬁned beneﬁt plans is calculated separately by

estimating the amount of future beneﬁt that employees have earned in the current and

prior years, discounting that amount and deducting the fair value of any plan assets.

The calculation of deﬁned beneﬁt obligations is performed every year end by a qualiﬁed

actuary using the projected unit credit method and discounted at the current rate of

return on a high-quality corporate bond of equivalent term and currency to the liability.

When the calculation results in a potential asset for the Group, the recognised asset

is limited to the present value of economic beneﬁts available in the form of any future

refunds from the plan or reductions in future contributions to the plan. To calculate the

present value of economic beneﬁts, consideration is given to any applicable minimum

funding requirements.

The scheme is subject to an asset ceiling, meaning when the scheme is remeasured and

shows a net asset position an asset ceiling is applied equal to this amount, meaning

the Group recognises no asset on its statement of ﬁnancial position. This is because the

Group does not have an irrevocable right to the surplus of the scheme. If the scheme is

in a net deﬁcit the Group would recognise the liability.

Remeasurement of the net deﬁned beneﬁt liability, which comprises actuarial gains and

losses, the return on plan assets (excluding interest) and the eﬀect of the asset ceiling (if

any, excluding interest), is recognised immediately in other comprehensive income. The

Group determines the net interest expense (income) on the net deﬁned beneﬁt liability

(asset) for the year by applying the discount rate used to measure the deﬁned beneﬁt

obligation at the beginning of the annual period to the then-net deﬁned beneﬁt liability

(asset), taking into account any changes in the net deﬁned beneﬁt liability (asset) during

the year as a result of contributions and beneﬁt payments. Net interest expense and

other expenses related to deﬁned beneﬁt plans are recognised in the income statement.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

133

18. Other employee beneﬁts

continued

Accounting policy

continued

(iii) Deﬁned beneﬁt plans

continued

When the beneﬁts of a plan are changed or when a plan is curtailed, the resulting

change in beneﬁt that relates to past service or the gain or loss on curtailment is

recognised immediately in the income statement. The Group recognises gains and

losses on the settlement of a deﬁned beneﬁt plan when the settlement occurs.

(iv) Termination beneﬁts

Termination beneﬁts are expensed at the earlier of when the Group can no longer

withdraw the oﬀer of those beneﬁts and when the Group recognises costs for a

restructuring. If beneﬁts are not expected to be settled wholly within 12

months of the

end of the reporting period, then they are discounted.

Deﬁned beneﬁt pension plan

(a) The Scheme

Qjump Limited, a subsidiary of the Group, operates a deﬁned beneﬁt pension scheme

which is closed to new entrants. The Qjump Shared Cost Section of the Railways

Pension Scheme (“the Scheme”) is a funded scheme and provides beneﬁts based on

ﬁnal pensionable pay. The assets of the Scheme are held separately from those of the

Company and are managed by Railpen. The Trustees of Railpen are responsible for

governance of the plan and for appointing members to the Railpen Boards. As the

scheme is currently in an asset position, no contributions are expected from the Group

in the coming year, apart from to cover the scheme administration costs.

Triennial valuation

The most recent published actuarial valuation was carried out by the Scheme Actuary as

December 2022.

IAS 19 Employee beneﬁts valuation

The IAS

19 valuations of the deﬁned beneﬁt pension scheme have been updated at each

year end, the latest being

28 February

2026 by qualiﬁed independent actuaries Willis

Towers Watson Ltd. The main ﬁnancial assumptions applied in the valuations and an

analysis of schemes’ assets are as follows:

(i) Actuarial assumptions

The following were the principal actuarial assumptions at the reporting date (expressed

as weighted averages).



	2026	2025
	% pa	% pa
Discount rate	5.75	5.70
Price inﬂation (RPI measure)	3.00	3.05
Increases to deferred pensions (CPI measure)	2.70	2.70
Pension increase (CPI measure)	2.70	2.70
Salary increase	n/a	n/a

The discounted mean term of the deﬁned beneﬁt obligation was 15

years at the

reporting date.

Assumptions regarding future mortality have been based on published statistics and

mortality tables. The current longevities underlying the values of the deﬁned beneﬁt

obligation at the reporting date were as follows:



	2026	2025
	years	years
Longevity at age 65 for current pensioners
Males	19.4	19.3
Females	22.3	22.2
Longevity at age 65 for current members aged 45
Males	20.8	20.5
Females	23.8	23.7

Assumptions used are best estimates from a range of possible actuarial assumptions,

which may not necessarily be borne out in practice.

Given the net position is not signiﬁcant, changes in assumptions are not likely to impact

the valuation signiﬁcantly.

When deﬁned beneﬁt funds have an

IAS

19 surplus, they are recorded at the lower of

that surplus and the future economic beneﬁts available in the form of a cash refund or

a reduction in future contributions. Any adjustment to the surplus is recorded in other

comprehensive income.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

134

18. Other employee beneﬁts

continued

Deﬁned beneﬁt pension plan

continued

(a) The Scheme

continued

IAS 19 Employee beneﬁts valuation

continued


	2026	2025
Liability	£’000	£’000
Deferred members	(2,392)	(2,262)
Pensioner members (including dependants)	(668)	(725)
Total	(3,060)	(2,987)
Assets
Value of assets at end of year	3,896	3,761
Funded status at end of year	836	774
Adjustment for the members’ share of surplus	(334)	(310)
Eﬀect of asset ceiling	(502)	(464)
Net deﬁned beneﬁt at end of year	–	–


	2026	2025
	£’000	£’000
Employer’s share of administration cost	13	13
Total employer’s share of service cost	13	13
Employer’s share of pension expense	13	13

(ii) Other comprehensive income (OCI)


	2026	2025
	£’000	£’000
Loss / (gain) due to the liability expense	19	(6)
Gain due to the liability assumption changes	(17)	(252)
Adjustment for the members’ share	16	(97)
Return on plan assets (greater)/less than discount rate	(43)	503
Change in eﬀect of the asset ceiling	12	(161)
Total gain recognised in OCI	(13)	(13)

(b) Movements in net deﬁned beneﬁt liability

The following table shows the reconciliation from the opening balances to the closing

balances for net deﬁned beneﬁt liability and its components.


	2026	2025
	£’000	£’000
Deﬁned beneﬁt obligation
Opening balance	2,987	3,157
Interest cost	168	162
Deﬁned beneﬁt obligation	3,155	3,319
Actuarial gain arising from:
Financial assumptions	(21)	(248)
Experience adjustment	19	(6)
Demographic adjustment	4	(4)
	2	(258)
Other
Beneﬁts paid	(97)	(74)
Closing balance	3,060	2,987

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

135

18. Other employee beneﬁts

continued

Deﬁned beneﬁt pension plan

continued

(b) Movements in net deﬁned beneﬁt liability

continued

Reconciliation of value of assets:


	2026	2025
	£’000	£’000
Opening value of scheme assets	3,761	4,147
Interest income on assets	211	213
Return on plan assets less than discount rate	43	(503)
Employer and employee contributions	–	–
Actual beneﬁt payments	(97)	(74)
Administration costs	(22)	(22)
Closing value of scheme assets	3,896	3,761

Plan assets comprise:


	2026	2025
	£’000	£’000
Growth assets 1	768	681
Government bonds	1,662	1,577
Non-government bonds	875	879
Other assets	591	624
	3,896	3,761

All equity securities and government bonds have both quoted prices in active markets

and unquoted prices.

Includes funds with a growth focus, predominantly comprising global equity securities and infrastructure assets.

(d) Risk exposure

Through its deﬁned beneﬁt pension plans, the Group is exposed to a number of risks,

the most signiﬁcant of which are detailed below:

•

Asset volatility:

There is a risk that a fall in asset values is not matched by a

corresponding reduction in the value placed on the Scheme’s deﬁned beneﬁt

obligation. The Scheme holds a proportion of growth assets, which are expected

to outperform corporate and government bond yields in the long term, but gives

exposure to volatility and risk in the short term.

•

Change in bond yields:

A decrease in corporate bond yields will increase the value

placed on the Scheme’s deﬁned beneﬁt obligation, although this will be partially oﬀset

by an increase in the value of the Scheme’s corporate bond holdings.

•

Inﬂation risk:

The majority of the Scheme’s deﬁned beneﬁt obligation is linked to

inﬂation, where higher inﬂation will lead to a higher value being placed on the deﬁned

beneﬁt obligation. Some of the Scheme’s assets are either unaﬀected by inﬂation

or loosely correlated with inﬂation (e.g. growth assets), meaning that an increase in

inﬂation will generally increase the deﬁcit.

•

Life expectancy:

An increase in life expectancy will lead to an increased value being

placed on the Scheme’s deﬁned beneﬁt obligation. Future mortality rates cannot be

predicted with certainty.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

136

18. Other employee beneﬁts

continued

Deﬁned beneﬁt pension plan

continued

(e) Sensitivity analysis

quantitative sensitivity analysis for signiﬁcant assumptions as at

28 February is shown

below:



	Approximate change in
	deﬁned beneﬁt obligation
	2026	2025
	£’000	£’000
Discount rate
0.25% decrease	108	109
0.25% increase	(102)	(103)
Price inﬂation (CPI measure)
0.25% decrease	(103)	(105)
0.25% increase	109	110
Life expectancy
Decrease by 1 year	(91)	(85)
Increase by 1 year	88	81

The above sensitivity analyses are based on a change in an assumption while holding all

other assumptions constant. In practice, this is unlikely to occur, and changes in some

of the assumptions might be correlated. When calculating the sensitivity of the deﬁned

beneﬁt obligation to signiﬁcant actuarial assumptions, the same method has been

applied as when calculating the deﬁned beneﬁt liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not

change compared to the prior year.

(f) Funding arrangements

Under the UK

’s scheme-speciﬁc funding regime, contributions are payable in line with

the Schedule of Contributions from the most recent formal actuarial valuation. There are

no contributions expected for next year.

19. Changes in liabilities arising from ﬁnancing activities

The table below details changes in liabilities arising from ﬁnancing activities, including

both cash and non-cash changes.



	Loans and	Lease
	borrowings	liabilities
	(current and	(current and
	non-current)	non-current)	Total
	£’000	£’000	£’000
Balance at 1 March 2025	151,130	7,452	158,582
Changes from cash ﬂows
Interest paid	(7,976)	(200)	(8,176)
Issue costs and fees	(4,105)	–	(4,105)
Repayment of convertible bonds	(82,700)	–	(82,700)
Proceeds from revolving credit facility	400,000	–	400,000
Repayment of revolving credit facility	(240,000)	–	(240,000)
Payments of lease liabilities 1	–	(5,020)	(5,020)
Total changes from ﬁnancing cash ﬂows	65,219	(5,220)	59,999
Other changes
Amortisation of transaction costs	3,032	–	3,032
Net interest expense	7,748	1,291	9,039
Addition of lease liabilities	–	31,138	31,138
Remeasurement of lease liabilities	–	156	156
Balance at 28 February 2026	227,129	34,817	261,946

Cash outﬂows for payments of lease liabilities, excluding lease incentive inﬂow of £

4.0 million.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

137

19. Changes in liabilities arising from ﬁnancing activities

continued

| | | | |
| --- | --- | --- | --- |
| | |
| | Loans and | Lease | |
| | borrowings | liabilities | |
| | (current and | (current and | |
| | non-current) | non-current) | Total |
| | £’000 | £’000 | £’000 |
| Balance at 1 March 2024 | 140,785 | 12,328 | 153,113 |
| Changes from cash ﬂows | | | |
| Interest paid | (6,578) | (287) | (6,865) |
| Issue costs and fees | (813) | – | (813) |
| Proceeds from revolving credit facility | 180,000 | – | 180,000 |
| Repayment of revolving credit facility | (170,000) | – | (170,000) |
| Payments of lease liabilities | – | (4,906) | (4,906) |
| Total changes from ﬁnancing cash ﬂows | 2,609 | (5,193) | (2,584) |
| Other changes | | | |
| Amortisation of transaction costs | 1,172 | – | 1,172 |
| Net interest expense | 6,564 | 287 | 6,851 |
| Remeasurement of lease liabilities | – | 30 | 30 |
| Balance at 28 February 2025 | 151,130 | 7,452 | 158,582 |

20. Financial instruments

Financial instruments comprise ﬁnancial assets and ﬁnancial liabilities.

Accounting deﬁnitions

Financial assets

The Group classiﬁes its non-derivative ﬁnancial assets into the following categories: cash

and cash equivalents, and trade and other receivables. The classiﬁcation depends on

the purpose for which the assets are held. The classiﬁcation is ﬁrst performed at initial

recognition and then re-evaluated at every reporting date for ﬁnancial assets other than

those held at fair value through the income statement.

(i) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits.

The carrying value of cash in the statement of ﬁnancial position is valued at amortised cost.

(ii) Trade and other receivables

Trade and other receivables are initially recognised at fair value. Subsequent to initial

recognition, they are measured at amortised cost using the eﬀective interest method,

less any impairment losses. Trade and other receivables are presented in current assets

in the statement of ﬁnancial position, except for those with maturities greater than one

year after the reporting date.

Trade and other receivables, classiﬁed as ﬁnancial assets, exclude prepayments and

contract assets.

Financial liabilities

The Group classiﬁes its ﬁnancial liabilities into the following categories: trade and other

payables, loans and borrowings, other non-current liabilities, and lease liabilities.

(i) Trade and other payables

Trade payables and accruals, which include amounts owed to carriers in respect of ticket

sale monies that the Group has collected on their behalf and amounts due to other

suppliers for general business expenditure, are initially recognised at fair value less any

directly attributable transaction costs. Subsequent to initial recognition, these liabilities

are measured at amortised cost using the eﬀective interest method.

Trade and other payables are classiﬁed as ﬁnancial liabilities, excluding contract liabilities

and accruals.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

138

20. Financial Instruments continued

Accounting deﬁnitions

continued

Financial assets

continued

(ii) Loans and borrowings

The ﬁnancial liabilities recognised in this category include loan facilities, convertible

bonds and preference shares held by the Group and are presented in borrowings in both

current and non-current liabilities in the statement of ﬁnancial position.

Borrowings are recognised initially at fair value less attributable transaction costs

incurred. Subsequent to initial recognition, interest-bearing borrowings are stated at

amortised cost using the eﬀective interest method.

(iii) Lease liabilities

The Group recognises lease liabilities for leases within the scope of IFRS

‘Leases’.

Financial risk management

The Group’s activities expose it to a variety of ﬁnancial risks: market risk (including

interest rate risk), credit risk and liquidity risk. The Group’s overall risk management

framework seeks to minimise potential adverse eﬀects on the Group’s ﬁnancial

performance.

(i) Risk management framework

The Group’s Directors have overall responsibility for the establishment and oversight of

the Group’s risk management framework.

The Group’s risk management policies are established to identify and analyse the risks

faced by the Group, to set appropriate risk limits and controls and to monitor risks and

adherence to conditions and the Group’s activities. The Group, through its training and

management standards and procedures, aims to maintain a disciplined and constructive

control environment in which all employees understand their roles and obligations.

(ii) Market risk

Market risk is the risk of losses in positions arising from movements in market variables.

The Group was exposed to movements in SONIA on its variable rate revolving credit

facility (see Note

14) and the Group has transactional foreign currency exposures, which

arise from sales and purchases by the relevant segment in currencies other than the

Group’s functional currency. Based on sensitivity analysis performed, an increase in

the interest rate of

100

basis points would have decreased

FY2026 proﬁt after tax by

1.2

million

(FY2025: decrease by £

0.7 million), and a decrease in the interest rate of

100

basis points would have increased

FY2026 proﬁt after tax by £1.2

million

(FY2025:

increase of £

0.7

million).

(iii) Credit risk

Credit risk is the risk of ﬁnancial loss to the Group if a customer or counterparty to a

ﬁnancial instrument fails to meet its contractual obligations and arises principally from

the Group’s receivables from customers. Trade receivables are assessed for risk of

default by customers on a periodic basis and terms of trade are adjusted accordingly.

Default is deﬁned as when a ﬁnancial asset is 90 days past due, this being the rebuttal

presumption in IFRS

. Trade receivables are insured on risk and cost grounds.

Under the terms of the Group’s retail licenses, carriers require certain security

arrangements with the Group in order to mitigate its credit risk under the payment

and settlement procedures outlined in the licences. The Group satisﬁes these security

arrangements through bank guarantees from the Group’s lenders. The bank guarantees

are provided under the Group’s revolving credit facility, details of which are included in

Note

Debt is reviewed on a weekly basis and any customers who fall overdue are chased

immediately, if payment is not received and the account is put on hold until previous debts

are cleared. Exposures to customers are regularly reviewed and management will make

a decision on remedial action to be taken. The expected credit loss as at 28 February

2026

was £0.4 million (FY2025: £0.4 million). Indicators that there is no reasonable

expectation of recovery may include customers who have gone into administration.

Excluding potential ﬁnance interest income upside.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

139

20. Financial Instruments

continued

Accounting deﬁnitions

continued

Financial risk management

continued

(iv) Liquidity risk

Liquidity risk is the risk that the Group will encounter diﬃculty in meeting the

obligations associated with its ﬁnancial liabilities that are settled by delivering cash or

another ﬁnancial asset. The Group’s approach is to ensure, as far as possible, that it will

have suﬃcient liquidity to meet its liabilities when they are due, under both normal and

stressed conditions, without incurring unacceptable losses or risking damage to the

Group’s reputation.

The Group maintains a daily cash forecast in order to ensure that it has suﬃcient

liquidity to cover all expected cash ﬂows including scheduled repayment of debt.

In addition, a revolving credit facility is in place under which the Group is able to draw

down cash of up to £

600.0

million. Of the £

600.0

million facility in place at 28 February

2026, £103.9

million (FY2025: £

121.8

million) was utilised by a guarantee provided to the

Rail Settlement Plan Limited. A further £

44.3

million (FY2025: £45.2 million) was utilised

by guarantees provided to International Train Operating Companies. The remaining

headroom on the revolving credit facility at 28 February

2026

was £

221.8

million (FY2025:

£88.0

million), which is available to draw in cash or bank guarantees.

The Group was subject to bank covenants, all of which have been met during the year.

In relation to the facility entered into on 25 July 2025: (

) net debt (inclusive of lease

liabilities) to adjusted EBITDA must be no more than

3.00

; and (2) adjusted EBITDA to

net ﬁnance charges must be no less than

4.00:

Capital Management

Trainline’s primary use of capital is to invest behind its strategic priorities to drive

organic growth and deliver attractive and sustainable rates of return. The Group may

supplement that with inorganic investment, should it help accelerate delivery of the

Group’s strategic growth priorities. The Group’s capital structure consists of both equity

and net debt. Trainline will continue to manage debt leverage, including retaining a

prudent and appropriate level of liquidity headroom should unforeseen circumstances

arise. Any surplus capital thereafter may be returned to shareholders, including through

repurchase of Trainline’s shares. Ongoing schemes to repurchase Trainline’s shares as at

28 February

2026

are not committed.

21. Leases

Accounting policy

At inception of a contract, the Group assesses whether or not a contract is, or contains,

a lease. A

contract is, or contains, a lease if the contract conveys the right to control the

use of an identiﬁed asset for a period of time in exchange for consideration. When a

lease is recognised in a contract the Group recognises a right-of-use asset and a lease

liability at the lease commencement date.

The right-of-use asset is initially measured at cost, which comprises the initial amount

of the lease liability adjusted for any lease prepayments made at or before the

commencement date, plus any initial direct costs incurred and an estimate of costs to

dismantle and remove the underlying asset or to restore the underlying asset or the

site on which it is located, less any lease incentives received. The right-of-use asset is

subsequently depreciated using the straight-line method from the commencement date

to the earlier of the end of the useful life of the right-of-use asset or the end of the lease

term. The estimated useful lives of right-of-use assets are based on the length of the

leases. In addition, the right-of-use asset is periodically reduced by impairment losses,

if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that

are not paid at the commencement date, discounted using the interest rate implicit

in the lease or, if that rate cannot be readily determined, the Group’s incremental

borrowing rate based on the rate of interest that the Group paid on borrowings at the

date of lease inception.

The lease liability is measured at amortised cost using the eﬀective interest method.

It is remeasured when there is a change in future lease payments arising from a change

in an index or rate, or if the Group changes its assessment of whether it will exercise

a purchase, extension or termination option. If there is an extension on the lease

term that is not considered a new lease, the lease liability is remeasured using revised

payments and a revised discount rate at the date of the modiﬁcation.

A corresponding

adjustment is made to the right-of-use asset.

The Group presents right-of-use assets in property, plant and equipment and lease

liabilities in loans and borrowings in the statement of ﬁnancial position.

The Group leases assets including oﬃce buildings that are held within property, plant

and equipment. Information about leases for which the Group is a lessee is presented

overleaf.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

140

21. Leases

continued

Accounting policy

continued

a) Right-of-use assets

Details of right-of-use assets are disclosed in Note 11

b) Lease liabilities in the statement of ﬁnancial position



	2026	2025
	£’000	£’000
Current liabilities	2,480	4,345
Non-current liabilities	32,337	3,107
	34,817	7,452

The maturity analysis of lease liabilities is disclosed in Note

c) Amounts charged in the income statement



	2026	2025
	£’000	£’000
Depreciation expense of right-of-use assets	6,557	4,292
Interest expense in lease liabilities	1,291	287
	7,848	4,579

d) Cash outﬂow



	2026	2025
	£’000	£’000
Total cash outﬂow for leases	5,220	5,193

22. List of subsidiaries

The Group holds, directly or indirectly, share capital in the following companies:



	Country of		Registered	Nature of
Name of company	Incorporation	Ownership	Address	business
Victoria Investments
Finco Limited	United Kingdom	100%	a	Holding
Victoria Investments
Intermediate Holdco Limited	United Kingdom	100%	a	Holding
Trainline International Limited	United Kingdom	100%	a	Holding
Trainline France SAS	France	100%	b	Holding
Trainline SAS	France	100%	b	Trading
Trainline.com Limited	United Kingdom	100%	a	Trading
Qjump Limited	United Kingdom	100%	a	Trading
Trainline Italia S.R.L	Italy	100%	c	Holding
Trainline España, S.L.	Spain	100%	d	Holding
Trainline Deutschland TLD GmbH 1	Germany	100%	e	In liquidation
Railguard Limited	United Kingdom	100%	a	Dormant
Trainline Holdco Limited	United Kingdom	100%	a	Holding
Signalbox Technologies Limited	United Kingdom	100%	a	Trading

Registered address key:

1 Stonecutter Street, London,

EC4A

4AH

rue Saint Georges, 75009

Paris

Corso Vercelli,

20145 Milan, Italy

Carrer d’Avila

112, 08018, Barcelona, Spain

Reinhardtstraße

31, 10117, Berlin, Germany

Subsidiary went into liquidation on

28 February 2025.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Notes

141

22. List of subsidiaries

continued

The following subsidiaries are exempt from the Companies Act

2006

requirements

relating to the audit of their individual Financial Statements by virtue of Section

479A

of the Act as Trainline plc has guaranteed the subsidiary companies under Section

479C

of the Act:

Victoria Investments Finco Limited registered no.

09394939

Qjump Limited registered no.

04124436

Trainline Holdco Limited registered no. 12098773

Victoria Investments Intermediate Holdco Limited registered no. 09451259

Trainline International Limited registered no.

06881309

Signalbox Technologies Limited registered no.

08736138

Railguard Limited registered no.

09621101

was entitled to exemption from audit under

section 480 of the Companies Act

2006

relating to dormant companies.

23. Related parties

During the year, the Group entered into transactions in the ordinary course of business

with related parties.

Transactions with key management personnel of the Group

Key management personnel are deﬁned as the Board of Directors, including Non-

executive Directors.

During the year key management personnel have received the following compensation:

short-term employee beneﬁts £

,559,411

(FY2025: £8

524

,526); post-employment

beneﬁts £64,698

(FY2025: £

62,074); and ongoing share-based payment schemes

£2

,566,

424 (FY2025: £

3,778,778 ). No other long-term beneﬁts or termination beneﬁts

were paid (FY2025

: £nil). The highest paid director received: short-term employee

beneﬁts £

,340,071

(FY2025: £5

050

822

); post-employment beneﬁts £39,912

(FY2025:

38,

250

); and ongoing share-based payment schemes £1,572,372

(FY2025: £2

,562,309

There were no directors to whom retirement beneﬁts were accruing under deﬁned

contribution schemes (FY2025: nil).

Information on the emoluments of the Directors who served during the year, together

with information regarding the beneﬁcial interest of the Directors in the ordinary shares

of the Company, is included in the Directors’ Remuneration Report on pages 72

to 84.

At 28 February

2026, key management personnel held 1,535,637

shares in Trainline plc

(FY2025:

673,700

shares).

24. Capital commitments

This note details any capital commitments in contracts that the Group has entered which

have not been recognised as liabilities on the balance sheet.

The Group’s capital commitments at 28 February

2026

are £

1.2

million (FY2025: £nil).

These relate to ﬁnal ﬁt-out costs for the new London oﬃce.

25. Post balance sheet events

There have been no material post balance sheet events between 28 February

2026

and

the date of approval of these Financial Statements.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

142

When assessing and discussing ﬁnancial performance, certain alternative performance

measures (“

APMs

”) of historical or future ﬁnancial performance, ﬁnancial position or cash

ﬂows are used which are not deﬁned or speciﬁed under

IFRS. APMs

are used to improve

the comparability of information between reporting periods and operating segments.

APMs

should be considered in addition to, not as a substitute for, or as superior to,

measures reported in accordance with

IFRS.

APMs

are not uniformly deﬁned by all companies. Accordingly, the

APMs

used may not

be comparable with similarly titled measures and disclosures made by other companies.

These measures are used on a supplemental basis as they are considered to be

indicators of the underlying performance and success of the Group.

Net ticket sales

Net ticket sales represent the gross value of ticket sales to customers, less the value of

refunds issued, during the accounting period via

B2C

or Trainline Solutions channels.

The Group acts as an agent or technology provider in these transactions. Net ticket sales

do not represent the Group’s revenue.

Management believe net ticket sales are a meaningful measure of the Group’s operating

performance and size of operations as this reﬂects the value of transactions powered

by the Group’s platform. The rate of growth in net ticket sales may diﬀer to the rate of

growth in revenue due to the mix of commission rates and service fees.

Adjusted EBITDA

The Group believes that adjusted

EBITDA

is a meaningful measure of the Group’s

operating performance and debt servicing ability without regard to amortisation

and depreciation methods as well as share-based payment charges which can diﬀer

signiﬁcantly.

Adjusted

EBITDA

is calculated as proﬁt after tax before net ﬁnancing income/(expense),

tax, depreciation and amortisation, exceptional items and share-based payment charges.

Exceptional items are excluded as management believe their nature could distort trends

in the Group’s underlying earnings. This is because they are one-oﬀ in nature or not

related to underlying trade. Share-based payment charges are also excluded as they can

ﬂuctuate signiﬁcantly year on year.

Net ticket sales is not subject to audit as it is a non-statutory measure.

Alternative performance measures

A reconciliation of operating proﬁt to adjusted EBITDA is as follows:


		2026	2025
	Notes	£’000	£’000
Operating proﬁt		122,427	85,578
Adjusting items:
Depreciation and amortisation	10,11	40,814	43,167
Share-based payment charges	16	13,407	21,445
Exceptional items	4	–	8,945
Adjusted EBITDA		176,648	159,135

Adjusted earnings

Adjusted earnings is a measure used by the Group to monitor the underlying

performance of the business, excluding certain non-cash and exceptional costs.

Adjusted earnings is calculated as proﬁt after tax with share-based payment charges

in administrative expenses, exceptional items and amortisation of acquired intangibles

added back, together with the current and deferred tax impact of these adjustments

also added back.

Exceptional items are excluded as management believe their nature could distort trends

in the Group’s underlying earnings. Share-based payment charges are also excluded as

they can ﬂuctuate signiﬁcantly year on year and are a non-cash charge to the business.

Amortisation of acquired intangibles is a non-cash accounting adjustment relating to

previous acquisitions and is not linked to the ongoing trade of the Group.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

continued

Alternative performance measures

143

A reconciliation from the proﬁt after tax to adjusted earnings is as follows:


		2026	2025
	Notes	£’000	£’000
Proﬁt after tax		79,813	58,348
Earnings attributable to equity holders		79,813	58,348
Adjusting items:
Exceptional items	4	–	8,945
Amortisation of acquired intangibles 1	10	700	5,605
Share-based payment charges	16	13,407	21,445
Tax impact of the above adjustments		2,975	(9,012)
Adjusted earnings		96,895	85,331

This consists of the amortisation of brand valuation of £

0.3

million (

FY2025

: £

5.2

million) and customer valuation

of £

0.4

million (

FY2025

: £

0.4

million).

Net debt

Net debt is a measure used by the Group to measure the overall debt position after

taking into account cash held by the Group. Net debt represents the aggregate amount

of loans and borrowings as disclosed in Note

(excluding lease liabilities and accrued

interest on bank loans) and associated directly attributable transaction costs after taking

into account cash held by the Group.

The calculation of net debt is as follows:


		2026	2025 1
	Notes	£’000	£’000
Loans and borrowings 2	14	(230,000)	(152,700)
Cash and cash equivalents		59,703	76,757
Net debt		(170,297)	(75,943)

Prior year represented to follow current year presentation, excluding lease liabilities of £

34.8

million (

FY2025:

£7.5 million).

This amount is the aggregate amount of loans and borrowings as disclosed in Note

amounting to £226.5

million (

FY2025

: £

150.3

million) and the capitalised ﬁnance charges amounting to £

3.5

million (

FY2025

: £

2.4

million).

Adjusted free cash ﬂow

The Group uses adjusted free cash ﬂow as a supplementary measure of liquidity.

Adjusted free cash ﬂow has been added as a Non-GAAP measure in FY2026

management believe it is a more accurate reﬂection of cash ﬂows available to

shareholders than operating free cash ﬂow.

The Group deﬁnes adjusted free cash ﬂow as cash generated from operating activities

after adding back cash exceptional items and one-oﬀ cash items. Cash ﬂows in relation

to the purchase of property, plant and equipment and intangible assets, excluding those

acquired through business combinations or trade and asset purchases, and cash ﬂows

in relation to taxes, interest, lease payments and treasury share purchases are also

deducted. One-oﬀ cash items in the year relate to the purchase of property, plant and

equipment for new oﬃce leases.

The calculation of adjusted free cash ﬂow is as follows:


	2026	2025
	£’000	£’000
Cash generated from operating activities	146,840	147,234
Cash one-oﬀ	14,085	5,193
Purchase of property, plant and equipment, and intangible
assets	(53,472)	(42,311)
Net cash paid on taxes and interest	(21,797)	(15,615)
Cash paid on lease liabilities and interest on lease liabilities	(5,220)	(5,193)
Cash paid on treasury share purchases	(14,631)	(17,143)
Adjusted free cash ﬂow	65,805	72,165

Parent Company balance sheet

At 28 February 2026



		2026	2025
	Notes	£’000	£’000
Non-current assets
Investments	3	1,297,001	1,892,409
Amounts owing from subsidiaries	5	234,193	220,000
		1,531,194	2,112,409
Current assets
Cash and cash equivalents		9,842	9,311
Trade and other receivables		613	709
Amounts owing from subsidiaries	5	–	35,257
		10,455	45,277
Current liabilities
Trade and other payables		(9,355)	(4,642)
Amounts owing to subsidiaries	5	(370,978)	(273,808)
Loans and borrowings	6	(600)	(83,025)
		(380,933)	(361,475)
Net current (liabilities)/assets		(370,478)	(316,198)
Total assets less current liabilities		1,160,716	1,796,211
Non-current liabilities
Loans and borrowings	6	(226,529)	(68,100)
		(226,529)	(68,100)
Net assets		934,187	1,728,111



		2026	2025
	Notes	£’000	£’000
Equity
Called up share capital	8	3,854	4,455
Share premium account	8	–	–
Capital redemption reserve	8	953	352
Retained earnings	8	929,380	1,723,304
Total equity		934,187	1,728,111

The notes on pages 146 to

150

form part of the Financial Statements. The Financial

Statements on pages

144

150

were approved by the Board of Directors of Trainline plc

(registered number 11961132) on

May 2026 and were signed on behalf of the Board.

In accordance with Section

408

of the Companies Act 2006, the Company is exempt from

the requirement to present its own income statement and statement of comprehensive

income. The Company’s loss for the year was £637.5 million (

FY2025

: loss £38.7 million),

primarily attributable to the £595.4 million impairment charge as disclosed in Note

Peter Wood

Jody Ford

Chief Financial Oﬃcer

Chief Executive Oﬃcer

May 2026

Docusign Envelope ID: 740A35FC-506D-87FE-82F2-B6E9C97FF9C1

Trainline plc

Annual Report & Accounts 2026

Financial Statements

144

Parent Company statement of changes in equity

For the year ended 28 February 2026:


				Capital
		Share	Share	redemption	Retained	Total
		capital	premium	reserve	earnings	equity
	Notes	£’000	£’000	£’000	£’000	£’000
At 1 March 2025		4,455	–	352	1,723,304	1,728,111
Loss after tax		–	–	–	(637,536)	(637,536)
Share-based payments		–	–	–	(4,083)	(4,083)
Purchase of own shares for cancellation	8	(601)	–	601	(152,305)	(152,305)
Balance at 28 February 2026		3,854	–	953	929,380	934,187

For the year ended 28 February 2025:


				Capital
		Share	Share	redemption	Retained	Total
		capital	premium	reserve	earnings	equity
	Notes	£’000	£’000	£’000	£’000	£’000
At 1 March 2024		4,710	–	97	1,839,696	1,844,503
Loss after tax		–	–	–	(38,704)	(38,704)
Share-based payments		–	–	–	11,660	11,660
Purchase of own shares for cancellation	8	(255)	–	255	(89,348)	(89,348)
Balance at 28 February 2025		4,455	–	352	1,723,304	1,728,111

The notes on pages 146 to

150

form part of the Financial Statements.

Trainline plc

Annual Report & Accounts 2026

Financial Statements

145

Notes to the Parent Company Financial Statements

1. Basis of preparation

The Financial Statements are presented in pound sterling (£GBP), rounded to the

nearest thousand, unless otherwise stated. These Financial Statements were prepared in

accordance with Financial Reporting Standard

101

Reduced Disclosure Framework (“

FRS

101

”).

In preparing these Financial Statements, the Company applies the recognition,

measurement and disclosure requirements of International Accounting Standards

in conformity with the requirements of the Companies Act 2006 (“Adopted

IFRSs

”),

but makes amendments where necessary in order to comply with the Companies Act

2006 and has set out below where advantage of the

FRS 101

disclosure exemptions

has been taken. The Company’s principal activity is that of a holding company of the

Trainline Group, whose principal activities are the provision of online rail and coach

ticketing services.

These Financial Statements have been prepared on a going concern basis. Further

details are given in the Going Concern Statement on page 107. After due consideration,

the Directors consider that the Company has adequate resources to meet its liabilities

as they fall due and remain in operation for the going concern assessment period.

February 2026, the Company was in a net current liability position of £370.5 million

(

FY2025

: £316.2 million net current liability). The Group has in place bank guarantees

that can be utilised to settle trade creditor balances. Bank Guarantees are issued by

lenders under the Group’s revolving credit facility (which the Company has access to)

and therefore reduce the Group’s remaining available facility. The Group and in turn

the Company has access to £

221.8

million of additional funds under its revolving credit

facility (

FY2025

: £

88.0

million) with bank guarantees of £

148.2

million (

FY2025

: £167.0

million) covering the rail creditor liability. Further to this, the Group has amounts owing

from subsidiaries of £

234.2

million classiﬁed as non-current assets. These amounts are

repayable on demand and should it be required, Trainline plc will seek repayment of

these assets.

such the Company has suﬃcient liquidity to suﬃciently cover the net

current liability position.

Accordingly, the Board are satisﬁed that it is appropriate to adopt the going concern

basis of accounting in preparing these Parent Company Financial Statements.

permitted by

FRS 101

, the Company has taken advantage of the disclosure

exemptions available under that standard in relation to share-based payments, ﬁnancial

instruments, capital management, presentation of comparative information in respect

of certain assets, presentation of a cash ﬂow statement, standards not yet eﬀective,

impairment of ﬁxed and intangible assets and certain related party transactions. Where

required, equivalent disclosures are given in the Consolidated Financial Statements.

permitted by section

408

(

) of the Companies Act 2006, a separate income statement

and statement of comprehensive income for the Company has not been included in

these Financial Statements. The principal accounting policies adopted are described

below. They have all been applied consistently to all years presented.

Amounts receivable by the Company’s auditors and its associates in respect of services

to the Company and its associates, other than the audit of the Company’s Financial

Statements, have not been disclosed as the information is required instead to be

disclosed on a consolidated basis in the Consolidated Financial Statements.

Key Source of Estimation Uncertainty

The following estimate is deemed critical as it has been identiﬁed by Management as

one which is subject to a high degree of estimation uncertainty.

•

Note 3 – Investment impairment test: key assumptions underlying recoverable

amounts

The Company’s investment in subsidiaries has been subject to an impairment test, as

the market capitalisation is lower at year end than the carrying value and therefore is

considered an indicator of impairment under

IAS

36. Accordingly, the Company has

assessed the recoverable amount of its investment in subsidiaries. The recoverable value

has been determined to be the value-in-use.

The assessment of the recoverable amount requires the determination of appropriate

assumptions, which comprise key sources of estimation uncertainty. The principal

assumptions relate to estimating the future cash ﬂows and the time period over which

they will occur, the pre-tax discount rate and the terminal growth rate applied beyond

the forecast period. Estimation uncertainty arises due to changing economic and

market factors.

Trainline plc

Annual Report & Accounts 2026

146

Financial Statements

2. Employee beneﬁt expenses

Staﬀ costs presented in this note reﬂect the total wage, tax, pension and share-based

payment charge relating to employees of the Company. These costs are allocated

between administrative expenses and cost of sales. The allocation between these areas

is dependent on the area of business the employee works in and the activities they

have undertaken.

Average number of full-time equivalent employees

2026

Number of

employees

2025

Number of

employees

Management and administration

Total number of employees

In determining the monthly employee numbers, in respect of leavers and joiners, monthly ﬁgures are

prorated to reﬂect partial periods of employment within the relevant month.

Employee beneﬁts expense

2026

£’000

2025

£’000

Wages and salaries

5,739

5,628

Social security contributions

922

818

Contributions to deﬁned contribution plans

118

Share-based payment expense

1,612

2,132

Total employee beneﬁts

8,391

8,674

Information on the emoluments of the Directors who served during the year, together

with information regarding the beneﬁcial interest of the Directors in the ordinary shares

of the Company is included in the Directors’ Remuneration Report on pages 72 to

84.

3. Investments

Investments in subsidiaries are stated at cost less any provision for impairment.

The investment relates to the Company’s investment in Trainline Holdco Limited.

2026

£’000

2025

£’000

Opening balance

1,892,409

Impairment

(595,408)

–

Closing balance

1,297,001

1,892,409

Assessment of carrying value of investments in subsidiaries

The Company’s investment in subsidiaries has been subject to an impairment test, as

the market capitalisation is lower at year end than the carrying value and therefore

is considered an indicator of impairment under

IAS

36. Accordingly, the Company

has assessed the recoverable amount of its investment in subsidiary. The recoverable

amount is determined as the higher of the fair value less costs of disposal and value-

in-use based on estimated future cash ﬂows that are discounted to their present value.

Hence, when calculating both the value-in-use and fair value less costs of disposal,

management have determined that the higher of these is now the value-in-use and as

such this represents the recoverable amount.

In prior periods, the recoverable amount of the investment was supported by the fair

value less costs of disposal, determined by the fact that the Company’s investment is

a 100

% holding in Trainline Holdco Limited rather than the Company’s own shares in

isolation and hence when applying a reasonable control premium to the Company’s

market capitalisation this exceeded the value in use of the underlying business.

The value-in-use model has key assumptions in relation to the performance of the

Group over the forecast period, the pre-tax discount rate, and the terminal growth

rate applied beyond the forecast period. The Group prepares cash ﬂow forecasts using

ﬁve-year projections which are extrapolated from the Board approved three-year plan.

The estimated future cash ﬂows are based on those used for the Goodwill recoverability

assessment, as per Note

of the Consolidated Financial Statements.

Notes to the Parent Company Financial Statements

continued

Trainline plc

Annual Report & Accounts 2026

147

Financial Statements

3. Investments

continued

The pre-tax discount rate applied was

15.0

% and is based upon the weighted average

cost of capital, reﬂecting speciﬁc principal risks and uncertainties. The discount rate

takes into account the risk-free rate of return, the market risk premium and beta factor.

Further to this, the terminal growth rate used was

2.0

%, which reﬂects the expected

long-term inﬂationary growth of the business into perpetuity, taking into account the

current market and sector risks.

When comparing the recoverable amount of £

,297.0 million with the investment

carrying value of £

,892.4 million, Management has determined that the recoverable

amount of the investment is impaired by £595.4 million. This was primarily driven by

increased regulatory risk arising from the Government’s plans to establish Great British

Railways and its Online Retail website and app in several years, while details of the

promised safeguards to the fair and open market committed to have yet to be set out.

Following the impairment recognised in the year, Management has performed sensitivity

analysis on the key assumptions used in determining the recoverable amount, being

those assumptions to which the impairment assessment is most sensitive (see Note

1).

Reasonably possible changes in these assumptions, would give rise to further

impairment charges as follows:

•

an increase of 1pt in the discount rate would result in an additional impairment charge

of approximately £90 million;

•

a decrease of 0.5pt in the terminal growth rate would result in an additional

impairment charge of approximately £30 million; and

•

a decrease of 15% in the Adjusted Group EBITDA forecast resulting in a decrease

in cash ﬂows would result in an additional impairment charge of approximately

£250 million.

The sensitivity analysis is provided to illustrate the potential impact of changes in key

assumptions and does not represent Management’s expectations of future outcomes.

4. Deferred tax asset

At the balance sheet date, the Company has not recognised a deferred tax asset on

carried forward unvested share award schemes of £

0.3

million giving rise to undisclosed

deferred tax of £

0.3

million. This is on the basis that it is not probable that future taxable

proﬁt and economic beneﬁt will ﬂow directly to the entity to support recognition under

IAS 12

. The tax deduction arising on share schemes, do not expire and are expected to

be available for group relief to Trainline

com Limited in a future accounting period.

5. Amounts owing from and to subsidiaries

Amounts owing from and to subsidiaries are comprised of intercompany loans with

companies within the Group as well as a dividends receivable balance. Amounts owing

from and to Group companies are unsecured, have no ﬁxed date of repayment and are

repayable on demand.

IFRS

9 expected credit losses have been assessed as immaterial

in relation to these balances. The dividend receivable of £

220.0

million (

FY2025

: £

220.0

million) has been classiﬁed as non-current as it hasn’t been determined if it will be

settled in the normal operating cycle or within

months from the reporting date.

6. Loans and borrowings

Loans and borrowings relate to the revolving credit facility and the convertible bonds.

Please refer to Note

of the Consolidated Financial Statements for details.

7. Contingent liabilities

The Company has issued guarantees to third parties in respect of obligations of its

subsidiary undertakings in the normal course of business. At the reporting date, the

maximum exposure under these guarantees amounted to £148.2 million (FY2025: £167.0

million). The Directors do not consider it probable that a payment will be required under

these arrangements and, accordingly, no provision has been recognised.

Notes to the Parent Company Financial Statements

continued

Trainline plc

Annual Report & Accounts 2026

148

Financial Statements

8. Capital and reserves

Share capital

Share capital represents the number of shares in issue at their nominal value.

Ordinary shares in the Company are issued, allotted and fully paid up. The holders of

ordinary shares are entitled to receive dividends as declared from time to time and are

entitled to one vote per share at meetings of the Company.

On incorporation on

April 2019, the Company issued

000

preference shares for

a total consideration of £

000

, with

ordinary share to be issued. The preference

shares were redeemed in full on

August

2020

. On 26

June

2019, the Company allotted

449,095,

131

ordinary shares as part of a share for share exchange in consideration

for; the transfer of the entire issued share capital of Victoria Investments

S.C.A

to the

Company; the acquisition of the Convertible preferred equity certiﬁcates (“

CPECs”)

and relating interest held by Victoria Investments

S.C.A

; and the acquisition and

extinguishment of the liability relating to Tracker shares held by Victoria Investment

S.C.A

. The nominal value of these shares was £

1.00

and the consideration per share

was £

3.50.

On 26

June

2019, the Company issued

,526,093 ordinary shares in its primary listing.

The nominal value of these shares was £

1.00

and the consideration per share was £

3.50.

Share premium is stated net of directly attributable fees of £

3.0

million.

On 26

June

2019, the Company issued an additional 59,

284

ordinary shares. The nominal

value of these shares was £

1.00

and the consideration per share was £

3.50.

Following a reduction in capital, the nominal value of ordinary shares was reduced from

1.00

to £

0.01

each. The reduction of capital had no eﬀect on the net asset position of

the Company.

In September

2023

, the Company commenced a share buyback programme to purchase

its own ordinary shares. In May

2024

, the Company announced an additional share

buyback programme to purchase its own ordinary shares following the completion of

the September

2023

programme.

In March

2025

, the Company announced a further additional share buyback

programme to purchase its own ordinary shares following the completion of the May

2024

programme.

In order to optimise capital allocation to create greater value for

its shareholders, in September

2025

the Company announced the commencement

of a share buyback programme for up to a maximum consideration of £

150.0

million.

The total number of shares bought back in FY2026 was 60,

055

,727 shares (

FY2025:

,566,606 shares) with a nominal value of £600,557 (

FY2025

: £

255

,666) representing

16% (

FY2025:

6%) of the ordinary shares in issue (excluding shares held in treasury). All

shares bought back in FY2026 were cancelled.

The shares were acquired on the open market at a total consideration (excluding costs)

of £

151.4

million (

FY2025

: £

88.8

million). The maximum and minimum prices paid were

3.15

(

FY2025

: £

4.42

) and £1.87 (

FY2025

: £2.93) per share respectively. The average price

paid was £

2.52

(

FY2025

: £3.47). Costs incurred on the purchase of own shares in relation

to stamp duty and broker expenses were £0.9 million (

FY2025

: £

0.5

million).

Shareholding at 28 February 2026

Number

£’000

Ordinary shares – £0.01

385,409,753

3,854

385,409,753

3,854

Shareholding at 28 February 2025

Number

£’000

Ordinary shares – £0.01

445,465,480

4,455

445,465,480

4,455

Notes to the Parent Company Financial Statements

continued

Trainline plc

Annual Report & Accounts 2026

149

Financial Statements

8. Capital and reserves

continued

Share premium

Share premium represents the amount over the nominal value which was received by

the Company upon the sale of the ordinary shares. Upon the date of listing, the nominal

value of shares was £

1.00

but the initial oﬀering price was £

3.50.

Share premium is stated net of any direct costs relating to the issue of shares.

On 19 December

2023

, the High Court of Justice approved the cancellation of the amount

standing to the credit of the Company’s share premium account in full. The cancellation

resulted in a corresponding increase in the Company’s distributable reserves.

Retained earnings

Retained earnings represents the proﬁt the Company makes that is not distributed as

dividends. No dividends have been paid outside the Group during the current or prior

ﬁnancial year.

Retained earnings also includes the reserve build up in relation to equity-settled share-

based payment arrangements which have been recognised within the proﬁt and loss

account.

The Company allocates the share-based payment charges to the entities in which the

employees’ employment contracts sit through the amounts owing from/to subsidiaries.

Capital redemption reserve

The capital redemption reserve represents the nominal value of shares bought back

and cancelled.

Notes to the Parent Company Financial Statements

continued

Trainline plc

Annual Report & Accounts 2026

150

Financial Statements

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