REG - Trainline PLC - Final Results
Wed 07:00
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RNS Number : 5807H Trainline PLC 07 May 2025
7 May 2025
Trainline plc
Results for the twelve months ended 28 February 2025
Record operating performance from Europe's number one rail app
FY2025 financial summary:
£m unless otherwise stated: FY2025 FY2024 % YoY % YoY CCY(5)
Net ticket sales(1) 5,907 5,295 +12% +12%
Revenue 442 397 +11% +12%
Adjusted EBITDA(2) 159 122 +30%
Operating profit 86 56 +54%
Adjusted basic earnings per share (pence)(3) 19.2 12.3 +56%
Basic earnings per share (pence)(3) 13.1 7.3 +80%
Operating free cash flow(4) 110 91 +20%
Financial highlights:
· Group net ticket sales up 12% year on year(5) to £5.9 billion;
revenue up 12%(5) to £442 million
· Adjusted EBITDA up 30% to £159 million (2.69% of Group net
ticket sales vs. 2.31% in FY2024) reflecting operating leverage and cost
management; operating profit up 54% to £86 million
· Basic earnings per share of 13.1p up 80%; adjusted basic earnings
per share of 19.2p, up 56%; Operating free cashflow up 20% to £110 million
Strategic highlights:
· Europe's most downloaded rail app(6); total active customer base
of 27 million(7)
· Driving digitisation of UK rail with 18 million active
customers(7):
o Eticket penetration(8) of industry ticket sales increased from 47% to 52%
o Digital railcard customers up 9% to 2.3 million, with share of 16-25 and
26-30 railcard users at 43%
o New App homepage reducing time to purchase by 36%
o Supercharging user experience with AI, launching in-app AI Travel
Assistant
· Pursuing significant long-term opportunity in Europe;
successfully honing aggregation playbook in Spain, to deploy in France &
Italy as those markets liberalise:
o €12 billion projected industry sales(9) by 2030 on liberalised
high-speed routes in France, Italy & Spain expected to provide catalyst
for Trainline to scale in Europe
o Net ticket sales in Spain almost tripled in two years to €199 million,
with our share on top five aggregated routes increasing from 5% to 12%(10 )
o Scaled brand awareness in Spain from 8% to 31% in less than three years
o Positive sales performance on French South-East network ahead of
Trenitalia expanding services this summer
· Scaling International B2B Distribution through our Global API,
with net ticket sales up 63%(11)
Capital allocation:
· Launched new £75 million share repurchase programme on 17(th)
March 2025, following the completion of previous £75 million programme
· As at the end of April 2025, £29 million shares repurchased
under the new £75 million programme; £154 million shares repurchased in
total since launching first buyback programme in September 2023
Jody Ford, CEO of Trainline said:
"Our sustained investment in tech innovation over the last three decades is
delivering for customers, driving industry growth and is reflected in our
performance with net ticket sales up 12% year-on-year to £6 billion. Spain
offers a powerful blueprint for Europe, where net ticket sales have nearly
tripled in two years. Looking ahead, liberalised routes across Europe will be
worth €12 billion by 2030, almost three times their size today. In the UK we
remain the number one travel app and continue to innovate, including
leveraging AI, to shift more people towards greener, digital-first rail
travel, which now represents over 50% of industry ticket sales."
Presentation of results
There will be a live webcast presentation of the results to analysts and
investors at 09:00am GMT today (7 May 2025). Please register to participate at
the Company's investor website:
https://webcast.openbriefing.com/trainline-fy25/
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwebcast.openbriefing.com%2Ftrainline-fy25%2F&data=05%7C02%7CAndrew.Gillian%40thetrainline.com%7C704b91ef108341ac872208dd864e4508%7Ccdf9b898a22443e1a3acb6fd8a25539c%7C0%7C0%7C638814393091362141%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=jg%2BwxlSdNiH199WkPf0OWNGAONkyPQ8LCsGcrLzEwN0%3D&reserved=0)
Enquiries
For investor enquiries, Andrew Gillian
investors@trainline.com (mailto:investors@trainline.com)
For media enquiries, Hollie Conway
press@trainline.com (mailto:press@trainline.com)
Brunswick Group
Simone Selzer
trainline@brunswickgroup.com (mailto:trainline@brunswickgroup.com) / +44 207
404 5959
Footnotes
1. Please refer to the Non-GAAP Measures note for definition of
net ticket sales.
2. Adjusted EBITDA (earnings before interest, tax, depreciation
and amortisation) excludes share-based payment charges and exceptional items.
3. Please refer to Note 6 for definitions of adjusted basic
earnings per share, basic earnings per share and diluted earnings per share.
4. Operating free cash flow excludes exceptional costs for cost
optimisation plan.
5. Constant currency ("CCY") YoY growth calculated for
International Consumer and Trainline Solutions using prior period average
€/£ exchange rate applied to current year reported numbers.
6. Source: Sensor Tower; Trainline had more app downloads than
rail focused peers across Europe in FY2025
7. Number of customers who have transacted at least once over
the last 12 months.
8. % of UK industry ticket sales by value fulfilled using a
barcode read eticket; eticket penetration is a subset of online penetration.
9. OC&C analysis and RDG data.
10. Five high-speed routes in Spain where four carrier brands operate
services (Madrid-Barcelona, Madrid-Valencia, Madrid-Alicante, Madrid-Seville
and Madrid-Malaga), based on CNMC and internal data.
11. More information on Trainline's Global API can be found here:
https://tps.thetrainline.com/our-products/global-api/
(https://tps.thetrainline.com/our-products/global-api/)
Forward looking statements and other important information
This document is for informational purposes only and does not constitute an
offer or invitation for the sale or purchase of securities or any businesses
or assets described in it, nor should any recipients construe the information
contained in this document as legal, tax, regulatory, or financial or
accounting advice and are urged to consult with their own advisers in relation
to such matters. Nothing herein shall be taken as constituting investment
advice and it is not intended to provide, and must not be taken as, the basis
of any decision and should not be considered as a recommendation to acquire
any securities of Trainline.
This document contains forward looking statements, which are statements that
are not historical facts and that reflect Trainline's beliefs and expectations
with respect to future events and financial and operational performance. These
forward looking statements involve known and unknown risks, uncertainties,
assumptions, estimates and other factors, which may be beyond the control of
Trainline and which may cause actual results or performance to differ
materially from those expressed or implied from such forward-looking
statements. Nothing contained within this document is or should be relied
upon as a warranty, promise or representation, express or implied, as to the
future performance of Trainline or its business. Any historical information
contained in this statistical information is not indicative of future
performance. The information contained in this document speaks only as at the
date of this document and Trainline expressly disclaims any obligations or
undertaking to release any update of, or revisions to, any forward-looking
statements in this document.
FY2025 PERFORMANCE REVIEW
Group Overview
Group net ticket sales increased to £5.9 billion, 12% higher year-on-year.
The drivers of net ticket sales growth for each business unit are provided
below.
Group revenue grew 12%(5) to £442 million given increased net ticket sales
and enhanced monetisation. This offset the dilutive effects of faster growth
in short distance travel in the UK, which generates relatively lower rates of
revenue than longer-distance travel.
Gross profit grew 15% to £352 million, outpacing revenue growth given a
reduction in fulfilment fees payable in the UK.
Adjusted EBITDA increased 30% to £159 million, reflecting operating leverage
and disciplined cost management. Adjusted EBITDA as a percentage of Group net
ticket sales increased from 2.31% to 2.69%. Marketing costs of £71 million
increased by 5%, as we actively managed marketing across our European
geographies. Other administrative costs increased 6% to £122 million,
reflecting higher system costs as we processed more transactions.
FY2025 Segmental performance
FY2025 FY2024 % YoY % YoY CCY(5)
Net ticket sales (£m)
UK Consumer 3,912 3,469 +13% +13%
International Consumer 1,055 1,041 +1% +4%
Trainline Solutions 941 785 +20% +20%
Total Group 5,907 5,295 +12% +12%
Revenue(13) (£m)
UK Consumer 208 185 +12% +12%
International Consumer 53 49 +9% +12%
Trainline Solutions 181 163 +11% +12%
Total Group 442 397 +11% +12%
Gross profit(13) (£m)
UK Consumer 147 122 +21%
International Consumer 34 31 +9%
Trainline Solutions 171 152 +12%
Total Group 352 305 +15%
FY2025 FY2024 YoY
Adjusted EBITDA(13) (£m)
UK Consumer 88 65 +36%
International Consumer (20) (20) +2%
Trainline Solutions 91 78 +17%
Total Group 159 122 +30%
UK Consumer
Net ticket sales grew 13% to £3.9 billion. This reflected the continued
market shift towards digital tickets, with industry eticket penetration
increasing from 47% to 52% of ticket sales in FY2025, the industry fare
increase and less impact from strikes than in the prior year(14).
Revenue grew 12% to £208 million. Increasing non-commission revenues,
including insurance and hotel bookings, helped largely offset the dilutive
effect of proportionally faster growth in shorter distance travel (commuter
and on-the-day bookings), which generates relatively lower rates of revenue
than longer-distance travel.
Gross profit grew 21% to £147 million, outpacing revenue growth primarily due
to a reduction in the rate of fulfilment that Trainline pays to the industry
when a customer uses a barcode ticket. Adjusted EBITDA of £88 million was 36%
higher, reflecting the benefit of operating leverage and disciplined cost
management.
International Consumer
Net ticket sales of £1.1 billion were 4% higher year-on-year(5). Spain, which
represents c.15% of International net ticket sales and has most widespread
carrier competition, grew 41%(15). France and Italy (c.70% of the
International portfolio) were broadly flat(15) as we await the arrival of
further carrier competition. Germany and the rest of Europe (c.15% of
International) are out of scope for marketing investment and were down 6%(15).
Note the portfolio sizes and growth rates encompass domestic and foreign
travel sales in each respective geography.
Net ticket sales growth continued to be led by Trainline's mobile App, which
in FY2025 represented 69% of International Consumer transactions, up from 62%
in FY2024. However, as previously disclosed, additional industry-wide changes
to the presentation of Google's search engine results further suppressed
organic search results while increasing the prominence of paid adverts, which
in turn has weighed on Web sales. The impact was most felt in foreign travel
sales, which declined -2% year-on-year. However, we are proactively responding
to these changes. This includes investing in brand and focusing on our
owned-channels to bring customers direct to our Website and App, as well as
increasing our use of affiliates and partnerships, particularly within foreign
travel.
Revenue was £53 million, growing 12% YoY(5), outpacing net ticket sales given
a step up in ancillary revenues, primarily hotel bookings. Given seasonality,
this was particularly evident in H1, with revenue up 16% year-on-year on a
pre-internal transaction fee basis, while in H2 growth was flat year-on-year.
Gross profit increased 9% to £34 million. Adjusted EBITDA loss was -£20
million (vs -£20 million last year). Excluding the internal transaction
fee(13), adjusted EBITDA was £2 million (vs -£1 million loss last year).
Trainline Solutions
Net ticket sales grew 20% to £941 million. B2B Distribution was the fastest
growing sub-segment, up 25%, within which international sales through our
Global API(11) was up 63%. White label carrier sales also performed strongly,
benefiting from improvements to core functionality from Platform One as well
as fewer strike days(14).
Revenue increased by 12% YoY(5) to £181 million. Most of Trainline Solutions'
revenue was generated by the internal transaction fee paid by UK Consumer and
International Consumer(13).
Gross profit was £171 million, 12% higher, while adjusted EBITDA was £91
million, 17% higher, reflecting the benefit of operating leverage and
disciplined cost management.
Operating profit
The Group reported operating profit of £86 million, up 54%. Operating
profit included:
· Depreciation and amortisation charges of £43 million (FY2024:
£42 million)
· Share-based payment charges of £21 million, reflecting the costs
of our all-employee share incentive plan (FY2024: £23 million)
· Exceptional items of £9 million, reflecting the one-off costs to
deliver the Group's previously communicated cost optimisation exercise in Q4
FY2025, which is set to reduce annual costs by £12 million from FY2026.
Profit after tax
Profit after tax was £58 million, up 72% year on year. Profit after tax
reflected operating profit of £86 million, net finance charges of £5
million, and a tax charge of £23 million. The effective tax rate of 28% was
above the UK corporation tax rate, primarily due to losses in overseas
entities that are not recognised for deferred tax.
Earnings per share (EPS)
Adjusted basic earnings per share was 19.2 pence vs 12.3 pence in FY2024.
Adjusted basic earnings per share adjusts for exceptional one-off items in the
period, any gains on the repurchase of convertible bonds, amortisation of
acquired intangibles, and share-based payment charges, together with the tax
impact of these items.
Basic earnings per share was 13.1 pence vs 7.3 pence in FY2024.
Operating free cash flow and net debt
Operating free cash flow was £110 million, up 20% year-on-year. Operating
free cash flow constituted adjusted EBITDA of £159 million, partly offset by
capital expenditure of £43 million, which almost entirely reflected the
Group's ongoing product and technology investment (£119 million capital
expenditure over past three years), and a working capital outflow of £7
million.
Net debt was £83 million at the end of February 2025, up from £64 million in
February 2024. The Group's leverage ratio was 0.5x adjusted EBITDA (Feb 24:
0.5x; Feb 23: 1.2x). This primarily reflected the generation of positive
operating free cash flow in FY2025, offset by £89 million of share
repurchases in the period under the Group's share buyback programme.
Capital allocation framework and share buyback programme
The Group's capital allocation framework is as follows:
· Trainline's primary use of capital is to invest behind its
strategic priorities - including enhancing the customer experience and
building demand for rail travel - 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.
In line with Trainline's capital allocation framework, on 17(th) March 2025
the Company launched a new share buyback programme to repurchase up to £75
million of shares in 12 months. The new programme commenced immediately
following the completion of the Group's prior £75 million buyback programme.
As at 30(th) April 2025, the Company had bought back and cancelled £29
million of shares under the new programme and £154 million in total (11% of
issued share capital) since launching its first buyback programme in September
2023.
Outlook and market guidance
Trainline enjoys significant long term growth opportunities, including a large
and growing rail market, growing awareness of the environmental benefits of
train travel and the continued shift towards digital ticketing. There are
clear signs of new entrant carrier competition expanding in Europe too, with
liberalised high-speed routes across France, Italy and Spain expected to be
worth €12 billion by 2030(9). This should provide the conditions required
for Trainline to scale as it positions itself as the market aggregator. In
addition, the business travel market in UK and European rail is estimated to
be worth c.€6 billion, giving Trainline significant headroom to grow its B2B
offering.
While the Group remains focused on its long-term growth priorities, in FY2026
we expect some headwinds as previously announced. These include Transport for
London's (TFL) phased expansion of their contactless travel zone and the
ongoing impact from Google's changes to its search engine results page. In
addition, recent global macroeconomic uncertainty may impact foreign travel.
As a result, Trainline expects net ticket sales growth(12) in the range of 6%
to 9% for FY2026.
As we first announced in March 2022, the commission rate in the UK reduces
from April 2025.(16) As a result, we expect revenue growth to be slower than
net ticket sales, in the range of 0% to 3%(12) for FY2026. Despite that, we
expect adjusted EBITDA to grow broadly in line with net ticket sales, at a
rate of 6% to 9%(12), as we benefit from operating leverage and our cost
optimisation exercise. Assuming adjusted EBITDA grows in line with net ticket
sales, this implies adjusted EBITDA as a percentage of net ticket sales of
2.69%, at the top end of our previous guidance range for FY2026 (of 2.6% to
2.7%).
PROGRESS AGAINST OUR STRATEGIC PRIORITIES IN FY2025
To achieve our mission to make rail and coach travel easier for customers in
all our markets, we invest behind five strategic priorities for long-term
growth: growing supply, enhancing the user experience, building demand,
increasing customer lifetime value, and expanding Trainline Solutions. In
FY2025, we continued to make strong progress against these long-term strategic
growth priorities.
UK Consumer
Growing supply and enhancing the user experience
As the UK's number one travel app(17), we invest in our proposition to offer
all the carriers and fares in one place, as well as a comprehensive range of
value-saving products and features, helping customers unlock value when
booking rail travel. This includes SplitSave, which we expanded this year to
make it available on 88% of routes, helping more customers save £13 on
average per trip. It also includes digital railcards, where we grew users 9%
to 2.3 million, enabling those customers to save up to a third off rail
travel. Our share of 16- 25 and 26-30 (year old) railcard users reached 43%,
in part supported by Trainline's recent partnership with online bank Monzo.
This is notable given railcard users are typically amongst our most frequent
and loyal customers.
We continue to enhance our 4.9-star rated mobile App(18). We launched a new
App homescreen that makes it easier to search - with a personalised search
function - and quicker to book, leveraging machine learning and geo-location
technology to surface the most relevant route suggestions. This has reduced
time to purchase by 36% compared to our previous App interface. Alongside our
Best Price Guarantee, this is further encouraging customers to book travel
on-the-day through Trainline.
We are increasingly using AI to supercharge the customer experience, with the
launch of our personalised AI Travel Assistant. This provides customers an
in-app chat interface that gives rail travel advice and processes refunds
without human intervention. Our AI Travel Assistant is underpinned by a
scalable, agentic AI system. It is built on a multi-agent architecture, with
the main orchestrator agent handling the customer conversation and deciding
which specialist agents to use to accomplish the task at hand. The specialist
agents use sophisticated reasoning to solve multi-step problems autonomously
(e.g. processing refunds). As the AI Travel Assistant expands, we will build
more agents to handle more tasks on behalf of the customer.
Building demand
Under our flagship brand campaign 'Great journeys start with Trainline', we
offer a Best Price Guarantee, which assures customers booking on-the-day that
they won't find cheaper tickets elsewhere.
Our 'I Came by Train' initiative is raising public awareness of the benefits
of train travel while encouraging pride for those that make sustainable travel
choices. This year, we partnered with a selection of Premier League football
clubs and Glastonbury to promote more sustainable fan travel, providing
incentives, education, and rewards for those who came by train.
We are exploring how AI can help to build customer demand. We recently
partnered with OpenAI to integrate into the ChatGPT operator tool. While
serving a small sample size of users, the partnership offers a valuable
learning opportunity given the potential for generative engine optimisation
(GEO) to revolutionise organic search.
Increasing customer lifetime value
Over two years we have grown our UK customer base from 15 to 18 million(7).
Over the same period, we have increased the frequency in which customers
transact through Trainline - with monthly active customers transactions
increasing from 2.6 in FY2023 to 2.8 times per month(19). This includes
priming our mobile App to serve more short distance and commuter journeys,
with 69% of transactions now booked on-the-day (FY2024: 66%).
International Consumer
Significant headroom opportunity
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(9).
Greater market fragmentation increases complexity for the customer and the
need for an aggregator like Trainline to provide all the carriers and fares in
one simple-to-use and convenient mobile App. By honing our aggregation
playbook, we plan to position Trainline as the aggregator of choice. In doing
so, we can help more customers make the right choice when booking tickets,
while removing friction that can sometimes arise when travelling by train. We
can also use it as a launchpad to scale our International business, given
liberalised high-speed rail routes across Spain, France and Italy are
estimated to generate €12 billion of the €23 billion annual industry
passenger revenues by 2030(9).
High-speed rail market liberalisation in Europe
Following the liberalisation of high-speed rail routes in Spain, new entrant
carrier competition is also set to arrive in France and Italy over the next
few years.
Spain:
In Spain, carrier competition has already become widespread. Since 2021, Spain
has gone from one high speed carrier - the national incumbent Renfe - to now
four different carrier brands competing across its five largest high-speed
routes. This includes, in Q4 FY2025, SNCF Ouigo launching services on the
Spanish Southern Corridor (Madrid-Malaga-Seville). The top five high-speed
routes in Spain generate c.€1.5 billion of industry passenger revenue per
annum(10), and by 2030 are expected to generate around €2 billion per
annum(9).
Increased carrier competition has transformed the Spanish high speed rail
market. Average fares across the top five high speed routes have reduced by
45% compared to 2019 levels, while industry passenger volumes have increased
by almost 80%(10).
France:
Carrier competition is expected to expand across France over the next few
years in three waves, on routes that today generate over €4 billion of
industry passenger revenue per annum (expected to grow to c.€7 billion by
2030(9)).
In the first wave, Trenitalia will expand services on the South-East Network
(Paris-Lyon-Marseille) in 2025, followed by Renfe launching services
thereafter. We are seeing positive pre-launch demand on the network ahead of
Trenitalia commencing its new services. These routes today generate more than
€1 billion of industry passenger revenue per annum, around two-thirds the
size of the aggregated high speed rail market in Spain.
In the second wave, three new carrier brands (Illisto, Proxima and Le Train)
are set to launch high-speed services on domestic routes across France from
2027/28. This will connect major cities like Bordeaux, Nantes, Strasbourg and
Lille with Paris. These routes today represent a further c.€1.5 billion of
industry passenger revenue per annum(9).
In the third wave, carrier competition is set to arrive on the Channel Tunnel
by around 2029, with Trenitalia-Evolyn, Virgin and Gemini Trains all
announcing plans to launch competitor services to Eurostar. These routes
today generate around €1.7 billion of industry passenger revenue per
annum(9).
Italy:
Carrier competition is also expected to expand in Italy in the next few years.
SNCF are set to launch long-distance services in Italy from 2027, becoming the
third nationwide carrier in competition with Trenitalia and NTV Italo.
The high-speed aggregated routes in Italy today generate around €2 billion
of industry passenger revenue per annum, and by 2030 are expected to generate
around €2.7 billion per annum(9).
Successfully honing our aggregation playbook
In Spain, as new entrant carriers entered the market and expanded services to
new routes, we have honed our aggregation playbook. This involves rapidly
adding new inventory while making it easy for customers to find the best
option, building demand and growing awareness while increasing customer
engagement. At the same time, we have begun to create the virtuous cycle of
the marketplace. As we increasingly add new supply, we become more attractive
for passengers and increasingly relevant for rail operators.
Rapidly adding new inventory while making it easy for customers to find best
option
We seek to aggregate all carriers, fares and options into our highly rated
mobile App. This brings clear benefits to our customers who can search all the
options to find best value, as well as stitch together different carriers for
return and multi-leg journeys through TopCombo.
It also brings distinct benefits for new entrant operators too, increasing
their passenger volumes and in turn accelerating payback on their investment.
This includes rapidly adding their inventory ahead of them launching services
of new routes. We are now exploring how we can increase the prominence of new
entrant brands within search results, helping increase their visibility with
new customers.
Building demand and growing awareness
We have found innovative ways to help grow our brand presence, including whole
train station takeovers as well as hosting and sponsoring music festivals. We
have also sponsored Real Betis, a Seville-based football team, growing
awareness in the region ahead of SNCF Ouigo's Madrid to Seville launch in
January 2025. Since we launched our first Spanish brand campaign in summer
2022, prompted brand awareness has grown from 8% to 31%. In April 2025, we
announced our intention to acquire Spanish online retailer Trenes.com (subject
to competition authority approval) as another channel in which to build
customer demand.
We took the decision in May 2023 to pause nationwide brand spend in France
until the arrival of more widespread carrier competition. However, we are now
deploying more marketing to the South-East network (Paris-Lyon-Marseille)
ahead of Trenitalia expanding their services over the next couple of months.
This includes our recent sponsorship of Lyon-based football team, Olympique
Lyonnais.
Increasing customer engagement
While positioning ourselves as aggregator of choice, we seek to deepen our
relationship with customers. This includes encouraging more customers to
download and use our mobile App, given its superior user experience and
transaction frequency benefits. In FY2025, 69% of all customer transactions
within International Consumer came through our App, up from 62% in FY2024.
As we grow our customer base, we are further increasing the frequency at which
our customers transact with us. In Spain, having added Cercanias urban travel,
transaction frequency(20) increased to 2.3 transactions a year, up from 2.0 in
the prior year. At the same time we are seeing our repeat customers grow, with
54% of customers in the year being repeat customers, up from 44% last year.
Confident we can recreate Spanish success in France and Italy
By positioning ourselves as the aggregator of choice in Spain, Trainline has
grown significantly on liberalised routes. In FY2025, Trainline's share of the
top five high speed routes increased to 12% on average(10), up from 5% two
years prior. This has resulted in overall Spanish net ticket sales almost
tripling over the past two years to €199 million(15).
With carrier competition expanding in France and Italy in the coming years, we
plan to increasingly deploy our aggregation playbook in these markets too.
We start in a strong position in France and Italy, given we have:
- An App that is well developed to aggregate new entrant carriers;
- A relatively large customer base (2.6 million in France and 2.1
million in Italy vs. 1.2 million in Spain);
- Strong trust scores and relatively good levels of brand
awareness (27% in France and 41% in Italy), meaning we do not have to start
from a low base, like we did in Spain a few years ago.
This gives us confidence we can scale quickly in France and Italy as more new
entrants arrive.
Trainline Solutions
In FY2025, we have taken further steps to support our travel partners,
leveraging the strength of our platform.
Within Trainline Solutions, we see the €6 billion business travel market
across the UK and Europe(9) as our biggest growth opportunity. We focus on
growing business travel sales, both through our own branded channels, as well
as our B2B Distribution business. Our B2B Distribution business helps travel
management companies (TMCs) retail train tickets to their business travel
customers. Primarily a UK business, our Global API(11) offers TMCs the ability
to retail rail across multiple European geographies through one simple,
seamless connection - rather than tackle the complexity of connecting to
multiple different carriers. Many of the world's largest TMCs and travel
platforms are now connected to our Global API, driving 63% growth in
International B2B distribution net ticket sales year on year.
We are bidding to participate in digital pay-as-you-go (dPAYG) trials
launching later this year in Yorkshire and the East Midlands. These trials
represent a strategic opportunity to demonstrate the benefits of our dPAYG
solution in a live environment. Our in-app solution leverages geo-location
technology developed through the Signalbox acquisition and can offer
capabilities beyond traditional tap-in/tap-out systems - including real-time
pricing visibility, integrated railcard discounts, and support for family
travel.
LEGAL, REGULATORY & POLICY DEVELOPMENTS
UK
The new UK Government has enacted legislation to nationalise the rail
operators, with carriers to be brought into public ownership over the next few
years as their contracts lapse.
In February 2025, the UK Government launched an industry consultation on the
Railways Bill as its next step to establish GBR as an arms-length governing
body. Within the wide-ranging consultation document was a clarification that -
once GBR is established following legislation - the UK Government is
considering how it might gradually replace the Department for Transport train
operator retail websites with a single public sector retail website and app.
However, the Government was unequivocal in its commitment to a fair, open and
competitive rail retail market, recognising the fundamental role that
independent retailers play in driving innovation and attracting more customers
to the railway.
Alongside other independent retailers, Trainline is taking an increasingly
assertive stance with the Government to deliver on its commitment to deliver a
fair, open and competitive future retail market. It is a case made strongly in
our response submitted to the consultation on the future market and in
parallel we are actively challenging where operators' self-preference their
own channels today.
At the highest level the Company expects level playing field safeguards for
independent retailers. Such safeguards, as recently supported by the CMA(21),
are typically seen in other regulated markets in the UK, including the
telecoms, water and energy sectors.
We expect the outcome of the public consultation to be published in late
summer/ early autumn, followed shortly thereafter by the beginning of the
legislative process.
International
The European Union (EU) has made enabling the growth of rail travel in Europe
a regulatory priority as it aims to triple passenger high speed passenger
volume by 2050. Liberalisation of the national rail and coach markets
continues to grow, promoted by a series of European Commission initiatives
aimed at encouraging competition across Europe's railways and facilitating
efficient cross-border transport systems. This includes the Fourth Railway
Package legislation to open domestic rail markets in the EU to competition.
Independent retailers facilitate emerging new entrant competition by
aggregating and showcasing the new operators on their respective platforms.
The European Commission is developing regulation for digital ticket booking to
help meet its growth and environmental goals. The regulation aims to drive
competition by addressing the challenges posed by incumbent rail operators and
improving consumer experiences in multimodal travel, including enhanced
transparency and remediation for disrupted journeys. Debate on the scope of
the regulation remains in early stages but is expected to expressly include
obligations for a fair, reasonable and non-discriminatory approach toward
ticket distribution.
In March 2025, the European Commission sent two sets of preliminary findings
to Alphabet for failing to comply with the Digital Markets Act (DMA),
informing Alphabet of its preliminary view that certain features and
functionalities of Google Search treat Alphabet's own services more favourably
compared to rival ones, thus not ensuring the transparent, fair and
non-discriminatory treatment of third-party services as required by the DMA.
This is an important step to ensure accountability for large companies like
Google and secure long-term market stability and contestability across Europe.
Footnotes:
12. Growth guidance figures are on a reported basis, not on a constant
currency basis.
13. A reassessment was performed of the internal transaction fee rate
in September 2024, payable by UK Consumer and International Consumer
businesses to Trainline Solutions in order to access Platform One. This
resulted in an upwards revision to the transaction fee. To aid comparability,
prior year figures also reflect this revision to the transaction fee.
14. 6 strike days in FY2025 with an estimated gross ticket sales
impact per strike day for UK Consumer of c.£3-4 million; 25 strike days in
FY2024 with an estimated gross ticket sales impact per strike day for UK
Consumer of c.£4 million.
15. Geographical split of growth in net ticket sales within
International Consumer based upon carrier location.
16. Trainline estimates a c.0.25% net reduction in commission rate,
effective 1 April 2025, resulting from a 0.5% reduction in the base B2C online
sales commission rate, from 5% to 4.5%, and an offsetting removal of central
industry costs of c.0.25%. This change was first announced in March 2022 and
confirmed in May 2023.
17. Excluding Northern Ireland.
18. iOS OS rating as at 30/04/25.
19. Monthly transaction frequency of customers that have purchased at
least one ticket in a month, averaged over the year.
20. Average Transaction frequency over the year.
21. CMA response to the UK Government's 'A railway fit for Britain's
future' consultation document
(https://assets.publishing.service.gov.uk/media/6807743892d50839757a616a/CMA_response_to__A_railway_fit_for_Britain_s_future__consultation.pdf)
published 23 April 2025
Consolidated income statement
For the year ended 28 February 2025
Notes
2025 2024
£'000 £'000
Continuing operations
Net ticket sales(1) 5,907,443 5,295,072
Revenue 442,095 396,718
Cost of sales (89,782) (91,433)
Gross profit 352,313 305,285
Administrative expenses (266,735) (249,706)
Adjusted EBITDA(1) 159,135 122,133
Exceptional items 3 (8,945) (2,263)
Depreciation and amortisation 7,8 (43,167) (41,662)
Share-based payment charges (21,445) (22,629)
Operating profit 85,578 55,579
Finance income 4 3,999 2,745
Finance costs 4 (8,692) (10,209)
Net finance costs 4 (4,693) (7,464)
Profit before tax 80,885 48,115
Income tax expense 5 (22,537) (14,129)
Profit after tax 58,348 33,986
Earnings per share (pence)
Basic earnings per ordinary share 6 13.09p 7.27p
Diluted earnings per ordinary share 6 12.66p 7.09p
( )
(1) Non-GAAP measure (unaudited) - see alternative performance measures
section on page 48.
Consolidated statement of comprehensive income
For the year ended 28 February 2025
Notes 2025 2024
£'000 £'000
Profit after tax 58,348 33,986
Items that may be reclassified to the income statement:
Re-measurements of defined benefit liability 13 17
Foreign exchange movement (947) (1,096)
Other comprehensive (loss), net of tax (934) (1,079)
Total comprehensive income 57,414 32,907
Consolidated balance sheet
At 28 February 2025
Notes
2025 2024
£'000 £'000
Non-current assets
Intangible assets 7 74,657 70,350
Goodwill 7 416,181 418,527
Property, plant and equipment 8 11,073 17,948
Deferred tax asset 5 13,427 24,853
515,338 531,678
Current assets
Cash and cash equivalents 76,757 91,085
Trade and other receivables 67,212 59,170
Current tax receivable 947 -
5
144,916 150,255
Current liabilities
Trade and other payables (217,973) (212,766)
Loans and borrowings 9 (83,030) (841)
Lease liabilities 9 (4,345) (4,992)
Current tax payable 5 - (3,201)
(305,348) (221,800)
Net current liabilities (160,432) (71,545)
Total assets less current liabilities 354,906 460,133
Non-current liabilities
Loans and borrowings 9 (68,100) (139,944)
Lease liabilities 9 (3,107) (7,336)
Provisions (952) (837)
(72,159) (148,117)
Net assets 282,747 312,016
Equity
Share capital 10 4,455 4,710
Share premium 10 - -
Foreign exchange reserve 10 1,285 2,232
Other reserves 10 (1,110,474) (1,112,724)
Retained earnings 10 1,387,481 1,417,798
Total equity 282,747 312,016
Consolidated statement of changes in equity
For the year ended 28 February 2025
Share capital Share premium Other reserves Foreign exchange reserve Retained earnings Total equity
Notes
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 March 2024 4,710 - (1,112,724) 2,232 1,417,798 312,016
Profit after tax - - - - 58,348 58,348
Other comprehensive (loss)/income - - - (947) 13 (934)
Acquisition of Treasury Shares 10 - - (17,143) - - (17,143)
Share-based payment charges(1) - - 19,808 - - 19,808
Purchase of own shares for cancellation 10 (255) - 255 - (89,348) (89,348)
Transfer between reserves(1) 10 - - (670) - 670 -
Balance as at 28 February 2025 4,455 - (1,110,474) 1,285 1,387,481 282,747
( )
( )
( )
For the year ended 29 February 2024
Share capital Share premium Other reserves Foreign exchange reserve Retained earnings Total equity
Notes
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 March 2023 4,807 1,198,703 (1,128,978) 3,328 212,784 290,644
Profit after tax - - - - 33,986 33,986
Other comprehensive (loss)/income - - - (1,096) 17 (1,079)
Acquisition of Treasury Shares 10 - - (7,500) - - (7,500)
Share-based payment charges(1) - - 23,823 - - 23,823
Purchase of own shares for cancellation 10 (97) - 97 - (27,858) (27,858)
Capital Reduction 10 - (1,198,703) - - 1,198,703 -
Transfer between reserves(1) 10 - - (166) - 166 -
Balance as at 29 February 2024 4,710 - (1,112,724) 2,232 1,417,798 312,016
( )
( )
(1) Share-based payment charges noted here are net of tax, share issues and
N.I 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.
Consolidated statement of cash flow
For the year ended 28 February 2025
Notes 2025 2024
£'000 £'000
Cash flows from operating activities
Profit before tax 80,885 48,115
Adjustments for:
Depreciation and amortisation 7,8 43,167 41,662
Write-off of assets 765 -
Net finance costs 4 4,693 7,464
Share-based payment charges 21,445 22,629
Non-cash exceptionals 3,752 -
154,707 119,870
Changes in working capital:
Trade and other receivables (10,920) 970
Trade and other payables 3,447 8,945
Cash generated from operating activities 147,234 129,785
Taxes paid (12,988) (10,677)
Interest received 3,951 2,621
Net cash generated from operating activities 138,197 121,729
Cash flows from investing activities
Payments for intangible assets (40,870) (37,030)
Payments for acquisition of subsidiary entities, net of cash acquired (358) (866)
Payments for property, plant and equipment (1,441) (2,853)
Net cash flow from investing activities (42,669) (40,749)
Cash flows from financing activities
Purchase of treasury shares (17,143) (7,500)
Purchase of own shares for cancellation (89,348) (27,858)
Proceeds from revolving credit facility 180,000 90,000
Repayment of revolving credit facility and other borrowings (170,000) (90,000)
Issue costs and fees (813) (58)
Payments of lease liabilities (4,906) (4,013)
Payment of interest on lease liabilities (287) (215)
Interest paid (6,578) (5,925)
Net cash flow from financing activities (109,075) (45,569)
Net (decrease)/increase in cash and cash equivalents (13,547) 35,411
Cash and cash equivalents at beginning of the year 91,085 57,337
Effect of exchange rate changes on cash (781) (1,663)
Closing cash and cash equivalents 76,757 91,085
Notes
(Forming part of the Financial Statements)
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 120
Holborn, London EC1N 2TD.
The Group Financial Statements for the year ended 28 February 2025 were
approved by the Directors on 7 May 2025.
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.
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 2024
to 28 February 2025.
(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.
Notes (continued)
1. Material accounting policy information (continued)
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 2025 and 28
February 2026, 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.
Positive adjusted EBITDA(1) of £159.1 million was earned in the year (FY2024:
£122.1 million) and net debt at 28 February 2025 was £83.4 million (FY2024:
£63.9 million) resulting in a consistent Net debt/adjusted EBITDA leverage
ratio from 0.52 at 29 February 2024 to 0.52 at 28 February 2025. As at 28
February 2025 the Group was in a net current liability position of £160.4
million driven by the negative working capital cycle whereby ticket sales
amounts are received before amounts due are paid by carriers (FY2024: £71.5
million net current liability position). The Group has in place bank
guarantees of £167.0 million (FY2024: £183.4 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 £88.0 million additional funds under its revolving credit
facility (FY2024: £81.6 million) with the £167.0 million (FY2024: £183.4
million) bank guarantees covering the rail creditor liability. As such the
Group has sufficient liquidity to cover the net current liability position. An
option to extend the existing revolving credit facility was exercised in
FY2025 extending the maturity date to November 2026. The facility offers
optionality of a further 1-year extension after the current maturity date. The
convertible bond is due to be repaid in January 2026. This has been factored
into Management's going concern assessment.
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 13% increase in Group
marketing and other administrative expenses; and (2) a 1% 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 and repay the
convertible bond 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 2025 and 28 February 2026 test
dates.
(1) Non-GAAP measure - see alternative performance measures section on page
48.
Notes (continued)
1. Material accounting policy information (continued)
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.
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.
Notes (continued)
1. Material accounting policy information (continued)
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 7 - Goodwill impairment test: key assumptions underlying
recoverable amounts
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. 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 cash-generating units ("CGUs"). Details of
the impact of reasonably possible changes to the future cash flows and timing
of these are evaluated in Note 7 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 7 - 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 38 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 £40.3 million (FY2024: £37.5
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
A number of new standards are effective from 1 March 2024, but they do not
have a material effect on the Group's Financial Statements.
The following adopted IFRSs have been issued but have not been applied by the
Group in these consolidated Financial Statements. Their adoption is not
expected to have material effect on the Financial Statements unless otherwise
indicated:
· Lease Liability in a Sale-and-Leaseback - Amendments to IFRS 16
(effective date 1 January 2024);
Notes (continued)
1. Material accounting policy information (continued)
i) New standards and interpretations adopted
(continued)
· Classification of Liabilities as Current or Non-current and
Non-current Liabilities with Covenants - Amendments to IAS 1 (effective date 1
January 2024);
· Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
(effective date 1 January 2024);
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(1) - 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.
(1) The Group's technology platform, UK Trainline Solutions and International
Trainline Solutions are collectively referred to as 'Trainline Solutions'
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;
and
· 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.
During FY2025, there was a reassessment of the appropriateness of the platform
reallocation due to a re-platforming in respect of the B2B business. The
platform was upgraded to provide an improved value proposition to corporate
customers similar to that offered to consumer customers. Owing to this,
management decided that a revision to the transaction charge was required to
reflect this improved value proposition. This has been reflected within this
note. In order to aid comparability, the prior year operating segments note
has been presented on the same basis as FY2025. As such, the presentation is
different to that which was presented in the prior year signed Financial
Statements. The change in transaction fee has impacted the allocation of
revenue and other administrative expenses by segment which in turn has
impacted the gross profit and adjusted EBITDA by segment.
Notes (continued)
2. Operating segments (continued)
In UK Consumer, the revised revenue figures for FY2024 are lower than those
previously presented as a result of the change in transaction fee (FY2024:
£23.6 million decrease). The revised other administrative expenses figures
for FY2024 are also lower than those previously presented (FY2024: £3.0
million decrease). In International Consumer, the revised revenue figures for
FY2024 are lower than those previously presented as a result of the change in
transaction fee (FY2024: £4.3 million decrease). The revised other
administrative expenses figures for FY2024 are also lower than those
previously presented (FY2024: £0.6 million decrease).
In Trainline Solutions, the revised revenue figures for FY2024 are higher than
those previously presented as a result of the change in transaction fee
(FY2024: £27.9 million increase). The revised other administrative expenses
figures for FY2024 are also higher than those previously presented (FY2024:
£3.6 million increase). There has been no impact at a Group level. There has
been no change to the three operating and reporting segments or the CODM
review.
Segmental analysis for the year ended 28 February 2025:
UK Consumer International Consumer Trainline Solutions Total Group
£'000 £'000 £'000 £'000
Net ticket sales(1) 3,911,711 1,054,993 940,739 5,907,443
Revenue 207,611 53,227 181,257 442,095
(60,388) (18,885) (10,509) (89,782)
Cost of sales
147,223 34,342 170,748 352,313
Gross profit
(27,138) (42,973) (791) (70,902)
Marketing costs
(31,735) (11,480) (79,061) (122,276)
Other administrative expenses
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
(1) Non-GAAP measure (unaudited) - see alternative performance measures
section on page 48.
Notes (continued)
2. Operating segments (continued)
Segmental analysis for the year ended 29 February 2024 (updated to reflect
revision to transaction charge):
UK Consumer International Consumer Trainline Solutions Total Group
£'000 £'000 £'000 £'000
Net ticket sales(1) 3,469,170 1,040,500 785,402 5,295,072
Revenue 185,242 48,810 162,666 396,718
(63,472) (17,364) (10,597) (91,433)
Cost of sales
121,770 31,446 152,069 305,285
Gross profit
(26,237) (40,574) (621) (67,432)
Marketing costs
(30,433) (11,341) (73,946) (115,720)
Other administrative expenses
Adjusted EBITDA(1) 65,100 (20,469) 77,502 122,133
Depreciation and amortisation (41,662)
Exceptional Items (2,263)
Share-based payment charges (22,629)
Operating profit 55,579
Net finance costs (7,464)
Profit before tax 48,115
Income tax expense (14,129)
Profit after tax 33,986
(1) Non-GAAP measure (unaudited) - see alternative performance measures
section on page 48.
3. Exceptional Item
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 or are not considered to be part of the Group's underlying trading
performance.
2025 2024
£'000 £'000
Restructuring Costs 8,945 2,263
Exceptional items 8,945 2,263
Restructuring Costs
Restructuring costs incurred in FY2024 related to projects being undertaken to
improve operating efficiency. The projects were completed by the end of
FY2024. These costs relate to consultancy fees and people costs in relation to
the project and are non-recurring and incremental in nature.
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 have been recognised in FY2025.
Notes (continued)
4. Net finance costs
Net finance costs comprise bank interest income and interest expense on
borrowings and lease liabilities, as well as foreign exchange losses.
On 26 July 2022, the Group entered into a £325.0 million revolving credit
facility (refer to Note 9 for further disclosure).
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.
2025 2024
£'000 £'000
Bank interest income 3,999 2,745
Finance income 3,999 2,745
Interest and fees on bank loans (6,919) (7,080)
Net foreign exchange loss (584) (1,839)
Interest and fees on convertible bonds (827) (830)
Interest on lease liability (360) (429)
Other interest (2) (31)
Finance costs (8,692) (10,209)
Net finance costs recognised in the income statement (4,693) (7,464)
5. 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 credit 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.
Notes (continued)
5. Taxation (continued)
(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 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.
Notes (continued)
5. Taxation (continued)
Amounts recognised in the income statement
2025 2024
£'000 £'000
Current tax charge
Current year corporation tax 13,888 10,855
Adjustment in respect of prior years (2,151) (2,749)
Total current tax charge 11,737 8,106
Deferred tax charge
Current year deferred tax 8,990 2,734
Adjustment in respect of prior years 1,810 3,199
Effect of tax rate change on deferred tax - 90
Total deferred tax charge 10,800 6,023
Tax charge 22,537 14,129
UK corporation tax was calculated at 25% (FY2024: 24.5%) 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
£22.5 million (FY2024: charge of £14.1 million) is made up of a current
corporation tax charge of £11.7 million (FY2024: charge of £8.1 million)
arising in the UK, and a deferred tax charge of £10.8 million (FY2024: charge
of £6.0 million).
Included within the adjustments in respect of prior years is a release of a
deferred tax asset relating to share-based employee incentives. These relate
to awards that have either vested or did not settle and are therefore no
longer eligible to be carried forward as a deferred tax asset.
Included in the current year deferred tax charge is predominantly the unwind
of the deferred tax credit following the utilisation of UK tax losses.
Notes (continued)
5. Taxation (continued)
2025 2024
£'000 £'000
Profit before tax 80,885 48,115
Tax on profit at standard UK rate of 25% (FY2024: 24.5%) 20,221 11,788
Effect of:
Expenses not deductible/income not deductible (755) 527
Amounts not recognised(1) 1,003 1,033
Effect of changes in tax rates - 89
Adjustment in respect of prior years (342) 449
Share Options 2,384 410
Other 26 (167)
Total tax charge 22,537 14,129
Effective tax rate 28% 29%
( )
(1) Primarily relates to unrecognised losses which are either not expected to
be recoverable or utilised in the short-term and therefore not recognised as
deferred tax assets.
The consolidated tax rate for FY2025 was 25% which is in line with the UK
corporation tax rate of 25% (FY2024: 24.5%).
Tax debtor/(creditor) per the consolidated balance sheet:
2025 2024
£'000 £'000
Current tax receivable/(payable) 947 (3,201)
Notes (continued)
5. Taxation (continued)
Deferred tax (liability)/asset as at 28 February 2025:
Acquired intangible assets Tangible assets and other Share- based payments Losses carried 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 (liability)/asset as at 29 February 2024:
Acquired intangible assets Tangible assets and other Share- based payments Losses carried forward Total
£'000 £'000 £'000 £'000 £'000
At 1 March 2023 (2,673) (3,974) 5,275 28,322 26,950
Adjustment in respect of prior years 21 (3,723) 503 - (3,199)
Adjustments posted through equity - 34 3,892 - 3,926
Credit/(charge) to consolidated income statement 1,497 3,752 2,834 (10,907) (2,824)
At 29 February 2024 (1,155) (3,911) 12,504 17,415 24,853
Notes (continued)
6. 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, gain on convertible bonds
buyback, share-based payment charges, amortisation of acquired intangibles and
the 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, gain on convertible bond
buyback, share-based payment charges, amortisation of intangibles and the 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 2025 At 29 February 2024
Weighted average number of ordinary shares:
Ordinary shares 458,379,661 477,817,773
Treasury shares (13,338,038) (10,697,997)
Contingently issuable shares 594,773 223,323
Weighted number of ordinary shares 445,636,396 467,343,099
Dilutive impact of share options outstanding 15,197,117 12,034,501
Weighted number of dilutive shares 460,833,513 479,377,600
Notes (continued)
6. Earnings per share (continued)
2025 2024
£'000 £'000
Profit after tax 58,348 33,986
Earnings attributable to equity holders 58,348 33,986
Adjusted earnings(1) 85,331 57,311
2025 2024
Pence pence
Profit per share
Basic 13.09p 7.27p
Diluted 12.66p 7.09p
Adjusted profit per share
Basic 19.15p 12.26p
Diluted 18.52p 11.96p
(1) Refer to the alternative performance measures section for the calculation
of adjusted earnings.
7. 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.
Notes (continued)
7. Intangible assets and goodwill (continued)
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.
Notes (continued)
7. Intangible assets and goodwill (continued)
Intangible assets and goodwill as at 28 February 2025:
Software development(1) Brand Customer Total
valuation(3) Lists Goodwill
£'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(2) - - - (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(4) (676) - 676 - -
Exchange differences(2) - - - 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
( )
(1) Total software development includes £27.8 million of assets which
represent work in progress and which are not yet depreciating (FY2024: £13.3
million).
(2) Revaluation at balance sheet date.
(3) At FY2025, the remaining useful economic life was one month for brand
valuation assets.
(4) Reclassification of prior year amortisation between customer lists and
software development. This has a net nil impact on the carrying amounts of
intangible assets.
Notes (continued)
7. Intangible assets and goodwill (continued)
Intangible assets and goodwill as at 29 February 2024:
Software development(1) Brand Customer Total
valuation(3) Lists Goodwill
£'000 £'000 £'000 £'000 £'000
Cost:
At 1 March 2023 161,528 51,738 92,701 445,905 751,872
Additions 37,532 - 1,309 - 38,841
Disposals (11,689) - - - (11,689)
Exchange differences(2) - - - (2,183) (2,183)
At 29 February 2024 187,371 51,738 94,010 443,722 776,841
Accumulated amortisation and impairment:
At 1 March 2023 (105,307) (41,134) (92,699) (25,195) (264,335)
Amortisation (29,330) (5,167) (821) - (35,318)
Disposals 11,689 - - - 11,689
At 29 February 2024 (122,948) (46,301) (93,520) (25,195) (287,964)
Carrying amounts:
At 29 February 2024 64,423 5,437 490 418,527 488,877
(1) Total software development includes £13.3 million of assets which
represent work in progress and which are not yet depreciating (FY2023: £11.1
million)
(2) Revaluation at balance sheet date.
(3) At FY2024, the remaining useful economic life was one year for brand
valuation assets.
Of the amortisation charge for the year, £5.6 million (FY2024: £6.0 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 £30.3 million (FY2024: £29.3 million) related to
internally developed and purchased intangible assets recognised at historical
cost.
Disposals in the year of £7.6 million (FY2024: £11.7 million) include £7.4
million (FY2024: £11.7 million) of fully amortised internally developed
software assets which were no longer in use.
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 £416.2
million (FY2024: £418.5 million) which was initially recognised upon
acquisition of the following of Trainline.com Limited and Trainline SAS
(formerly Capitaine Train SAS).
Notes (continued)
7. Intangible assets and goodwill (continued)
CGU's are allocated on a more granular level than the operating segments.
Impairment reviews were conducted on these revised CGUs as summarised
below:
CGUs 2025 2024
£'000 £'000
UK Consumer 351,271 351,271
International Consumer 64,910 67,256
UK Trainline Partner Solutions - -
International Trainline Partner Solutions - -
Total goodwill 416,181 418,527
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:
2025 2024 2025 2024
UK Consumer UK Consumer International International
Consumer Consumer
Pre-tax discount rate(1) 15.3% 12.3% 12.3% 12.1%
Terminal growth rate(2) 2.5% 2.5% 2.5% 2.5%
Number of years forecasted before terminal growth rate applied 5 5 5 5
(1) 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.
(2) 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.
There has been no impairment charge for any CGU during the year (FY2024: 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.
Notes (continued)
7. Intangible assets and goodwill (continued)
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 core assumptions in the cash flow forecasts used in the impairment testing
for the UK Consumer CGU were: continued sales growth, driven by ongoing
investment in the Trainline platform, the digitisation of ticketing and
supported by modal shift tailwinds; for the International Consumer CGU: strong
continued sales growth driven by investment in marketing and continued
development in the user experience.
The Group's cashflow 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. As 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.
As the International Consumer CGU is currently loss making, the cash flows are
more sensitive to a change in assumptions in the initial five-year forecast
period than the UK Consumer CGU.
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 table below.
Notes (continued)
7. Intangible assets and goodwill (continued)
2025 2024 2025 2024
UK Consumer UK Consumer International International
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 15% 15% 15% 15%
each year
None of the individual reasonably possible scenarios listed above resulted in
an impairment charge to any of the CGUs.
8. 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 7). There were no additional indicators of
specific impairment identified during the year relating to PPE (FY2024: no
indicators).
( )
Notes (continued)
8. Property, plant and equipment (continued)
Property, plant and equipment as at 28 February 2025:
Plant and equipment Leasehold improvements Right-of-use 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
Notes (continued)
8. Property, plant and equipment (continued)
Property, plant and equipment as at 29 February 2024
Plant and equipment Leasehold improvements Right-of-use assets Total
£'000 £'000 £'000 £'000
Cost:
At 1 March 2023 7,729 6,835 27,875 42,439
Additions 1,866 - 1,255 3,121
Disposals (364) (1) (297) (662)
At 29 February 2024 9,231 6,834 28,833 44,898
Accumulated depreciation and impairment:
At 1 March 2023 (4,443) (3,358) (13,449) (21,250)
Depreciation (1,421) (835) (4,088) (6,344)
Disposals 364 - 280 644
At 29 February 2024 (5,500) (4,193) (17,257) (26,950)
Carrying amounts:
At 29 February 2024 3,731 2,641 11,576 17,948
9. 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. In
FY2024, loans and borrowings included lease liabilities. This has been split
out in the current year to support the users of the Financial Statements.
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.
Notes (continued)
9. Loans, borrowings and lease liabilities (continued)
2025 2024
£'000 £'000
Non-current liabilities
Revolving credit facility(1) 68,100 58,292
Convertible bonds(2) - 81,652
Lease liabilities 3,107 7,336
Total non-current liabilities 71,207 147,280
Current liabilities
Accrued interest on secured bank loans 828 841
Convertible bonds(2) 82,202 -
Lease liabilities 4,345 4,992
Total current liabilities 87,375 5,833
(1)Included within the revolving credit facility is the principal amount of
£70.0 million (FY2024: £60.0 million) and directly attributable transaction
costs of £1.9 million (FY2024: £1.7 million).
(2)Included within the convertible bonds is the principal amount of £82.7
million (FY2024: £82.7 million) and directly attributable transaction costs
of £0.5 million (FY2024: £1.0 million). The fair value of this convertible
bond, as determined by the price on the Frankfurt Stock Exchange at 28
February 2025 is £79.0 million (FY2024: £74.7 million). The carrying value
is £82.2 million.
Terms and repayment schedule as at 28 February 2025
Agreement Interest rate Year of maturity Face value Carrying amount
£'000 £'000
Revolving credit facility SONIA 2026(2) 70,000 68,100
+ 1.2%-1.3%
Convertible bonds 1.0% 2026 82,700 82,202
Lease liabilities Various(1) Various 7,452 7,452
Total borrowings 160,152 157,754
( )
(1) The average interest rate of lease liabilities is 4.1%
(2) Not including 1-year extension clause
Notes (continued)
9. Loans, borrowings and lease liabilities (continued)
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 cash flows Less than 1 year Between 1 and 2 years(1) Between 2 and 5 years Over 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
( )
(1) Not including 1-year extension clause per the revolving credit facility
Revolving credit facility
The revolving credit facility became effective on 26 July 2022, and the total
facility amount is £325.0 million.
The facility in place during the year allows draw downs in cash or non-cash to
cover bank guarantees. At 28 February 2025 the cash drawn amount is £70.0
million (FY2024: £60.0 million), the non-cash bank guarantee drawn amount is
£167.0 million (FY2024: £183.4 million) and the undrawn amount on the
facility is £88.0 million (FY2024: £81.6 million). An option to extend the
existing revolving credit facility was exercised in FY2025 extending the
maturity date to November 2026. The facility offers optionality of a further
1-year extension after the current maturity date.
The facility in place during the year was secured by a fixed and floating
charge over certain assets of the Group. Interest payable on the £325.0
million facility was at a margin of 1.2% to 1.3% above SONIA.
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 £325.0 million
facility entered into on 26 July 2022: (1) net debt to adjusted EBITDA must be
no more than 3.00:1; and (2) adjusted EBITDA to net finance charges must be no
less than 4.00:1.
Convertible bonds
On 7 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 14 January 2021.
The total bond offering of £150.0 million covers a five-year term beginning
on 14 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 50% above share price on 7 January 2021 (£4.4447).
Notes (continued)
9. Loans, borrowings and lease liabilities (continued)
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.
As at the balance sheet date, the Group had convertible bonds with a principal
amount of £82.7 million in issuance (FY2024: £82.7 million).
10. 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 2025
Number £'000
Ordinary shares - £0.01 445,465,480 4,455
Shareholding at 29 February 2024
Number £'000
Ordinary shares - £0.01 471,032,086 4,710
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. The total number of shares bought
back in FY2025 was 25,566,606 shares with a nominal value of £255,666
(FY2024: £96,484) representing 6% (FY2024: 2%) of the ordinary shares in
issue (excluding shares held in treasury). All shares bought back in FY2025
were cancelled.
On 13 March 2025 Trainline plc formally announced the commencement of a share
buyback programme for up to a maximum consideration of £75.0 million.
The shares were acquired on the open market at a total consideration
(excluding costs) of £88.8 million (FY2024: £27.7 million). The maximum and
minimum prices paid were £4.42 (FY2024: £3.36) and £2.93 (FY2024: £2.32)
per share respectively. The average price paid was £3.47 (FY2024: £2.87).
Costs incurred on the purchase of own shares in relation to stamp duty and
broker expenses were £534,134 (FY2024: £166,878).
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.
Notes (continued)
10. Capital and reserves (continued)
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 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.
Other reserves
Merger reserve Treasury reserve Share-based payment reserve Capital Redemption Reserve Total other reserves
£'000 £'000 £'000 £'000 £'000
At 1 March 2023 (1,122,218) (26,728) 19,968 - (1,128,978)
Addition of treasury shares - (7,500) - - (7,500)
Allocation of treasury shares to fulfil share-based payment - 4,466 (4,444) - 22
Share-based payment charge - - 19,909 - 19,909
Deferred tax on share-based payment - - 3,892 - 3,892
Purchase of own share for cancellation - - - 97 97
Transfer to retained earnings(1) - - (166) - (166)
At 29 February 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 share 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)
( )
(1) 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.
Notes (continued)
10. Capital and reserves (continued)
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 2025 the Group's EBT held 13.1 million
shares (FY2024: 11.5 million) which have a historical cost of £38.1 million
(FY2024: £29.8 million).
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.
11. 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 £8,524,526 (FY2024: £3,593,819);
post-employment benefits £62,074 (FY2024: £58,111); and ongoing share-based
payment schemes £3,778,778 (FY2024: £3,033,999). No other long-term benefits
or termination benefits were paid (FY2024: £nil). The highest paid director
received: short term employee benefits £5,050,822 (FY2024: £1,980,067);
post-employment benefits £38,250 (FY2024: £35,304); and ongoing share-based
payment schemes £2,562,309 (FY2024: £2,172,523). There were no directors
to whom retirement benefits were accruing under defined contribution schemes
(FY2024: nil).
At 28 February 2025 key management personnel held 673,700 shares in Trainline
plc (FY2024: 449,625 shares).
12. 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 2025 are £nil (FY2024:
£nil).
Notes (continued)
13. Post balance sheet events
In order to optimise capital allocation to create greater value for its
shareholders, on 13 March 2025 Trainline plc formally announced the
commencement of a share buyback programme for up to a maximum consideration of
£75.0 million. In April 2025, we announced our intention to acquire Spanish
online retailer Trenes.com (subject to competition authority approval) as
another channel in which to build customer demand. There have been no other
post balance sheet events.
Alternative performance measures
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 1 (#_ftn1)
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 believe 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.
Alternative performance measures (continued)
A reconciliation of operating profit to adjusted EBITDA is as follows:
Notes 2025 2024
£'000 £'000
Operating profit 85,578 55,579
Adjusting items:
Depreciation and amortisation 7,8 43,167 41,662
Share-based payment charges 21,445 22,629
Exceptional items 3 8,945 2,263
Adjusted EBITDA 159,135 122,133
Adjusted earnings
Adjusted earnings are 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 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.
A reconciliation from the profit after tax to adjusted earnings it as follows:
Notes 2025 2024
£'000 £'000
Profit after tax 58,348 33,986
Earnings attributable to equity holders 58,348 33,986
Adjusting items:
Exceptional items 3 8,945 2,263
Amortisation of acquired intangibles(1) 7 5,605 5,988
Share-based payment charges 21,445 22,629
Tax impact of the above adjustments (9,012) (7,555)
Adjusted earnings 85,331 57,311
(1) This consists of the amortisation of brand valuation of £5.2 million
(FY2024: £5.2 million), customer valuation of £0.4 million (FY2024: £0.8
million) and software development of £nil (FY2024: £nil).
Alternative performance measures (continued)
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
aggregate amount of loans and borrowings as disclosed in Note 9 (excluding
accrued interest on secured 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:
Notes 2025 2024
£'000 £'000
Loans and borrowings(1) 9 (160,152) (155,028)
Cash and cash equivalents 76,757 91,085
Net debt (83,395) (63,943)
( )
(1) This amount is the aggregate amount of loans and borrowings as disclosed
in Note 9 amounting to £157.8 million (FY2024: £152.3 million) and the
capitalised finance charges amounting to £2.4 million (FY2024: £2.7
million).
Operating free cash flow
The Group use operating free cash flow as a supplementary measure of
liquidity.
The Group defines operating free cash flow as cash generated from operating
activities, adding back cash exceptional items, and deducting cash flow in
relation to purchase of property, plant and equipment and intangible assets,
excluding those acquired through business combinations or trade and asset
purchases.
The calculation of operating free cash flow is as follows:
2025 2024
£'000 £'000
Cash generated from operating activities 147,234 129,785
Cash exceptional items 5,193 2,263
Purchase of property, plant and equipment and intangible assets (42,669) (40,749)
Operating free cash flow 109,758 91,299
(#_ftnref1) 1 Net ticket sales is not subject to audit as it is a
non-statutory measure.
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