REG - Trainline PLC - Results for the six months ended 31 August 2025
Today 07:00
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RNS Number : 1964G Trainline PLC 05 November 2025
5 November 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Trainline plc
Results for the six months ended 31 August 2025
Strong operating performance from Europe's number one rail app
H1 FY2026 financial summary:
£m unless otherwise stated: H1 FY2026 H1 FY2025 % YoY % YoY CCY(5)
Net ticket sales(1) 3,250 3,001 +8% +8%
Revenue 235 229 +2% +2%
Adjusted EBITDA(2) 93 82 +14%
Operating profit 68 49 +38%
Adjusted basic earnings per share (pence)(3) 12.6 9.9 +27%
Basic earnings per share (pence)(3) 11.6 7.5 +54%
Adjusted free cash flow(4) 79 77 +2%
Financial highlights:
· Group net ticket sales up 8% year on year (YoY) to £3.2 billion;
revenue up 2% to £235 million given previously announced commission rate
reduction in UK(6)
· Adjusted EBITDA up 14% to £93 million, with cost savings more
than offsetting impact from commission rate reduction(6); operating profit up
38% to £68 million
· Basic earnings per share of 11.6p up 54%; adjusted basic earnings
per share of 12.6p, up 27%
· Adjusted free cash flow of £79 million up 2%, with working
capital movements offsetting growth in adjusted EBITDA
Strategic highlights:
· Europe's most downloaded rail app(7); total active customer base
of 27 million(8)
· Extending market leadership and deepening the competitive moat of
UK's #1 travel app(9):
o Launching flagship set of data and AI-driven features to navigate rail
disruption
o Digital railcard customers up 12% to 2.5 million; share of 16-30 railcard
users at 44%
o Brand consideration score at record level, significantly above other
online retailers(10)
· Deploying aggregation playbook on liberalising European
high-speed rail routes:
o 34% Q2 growth on SE French high-speed network(11); provides future
aggregation gateway to €11 billion French market(12) once carrier
competition expands nationwide
o #1 rail aggregator in Spain; now evolving balance between growth and
profitability
· Scaling Trainline Solutions' sales across UK & Europe through
our B2B Distribution business:
o B2B Distribution net ticket sales up 36%, with International sales up 55%
o Recently expanded partnership with AMEX GBT, the world's largest TMC
· DPAYG trial went live in September in UK - early feedback highly
positive and encouraging
Further improved profitability expectations(14):
In FY2026, we expect Trainline to generate:
· Net ticket sales growth YoY of between +6% and +9%
· Revenue growth YoY of between 0% and +3%
· Adjusted EBITDA growth YoY of between +10% and +13%, up from our
original guidance of +6% to +9%.
Share repurchase programme:
· Launched enhanced share repurchase programme on 22(nd) September
2025 of up to £150 million, following the completion of previous £75 million
programme.
· As at the end of October 2025, repurchased £15 million shares
under the new £150 million programme and £215 million shares in total since
launching first buyback programme in September 2023 (15% of issued share
capital(15))
Jody Ford, CEO of Trainline said:
"We are already Europe's number one most downloaded rail App and now we are
expanding our business travel sales too, with Trainline Solutions Distribution
business growing 55% in Europe. Each of our businesses are leaders in their
respective markets with significant scope for future growth as we innovate to
make travel simpler, better value and more sustainable for millions of people.
Given the strength of our first half performance, we are again raising our
EBITDA guidance for the full year."
Presentation of results
There will be a live audiocast presentation of the results to analysts and
investors at 08:30am GMT today (5 November 2025). Please register to
participate: https://webcast.openbriefing.com/trainline-hy26/
(https://webcast.openbriefing.com/trainline-hy26/)
If participants wish to ask a question, they can register to dial into the
telephone conference call using the details below:
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Access Code: 479413
The person responsible for arranging the release of this announcement on
behalf of Trainline is Martin McIntyre, Company Secretary.
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
Unaudited figures:
All figures in this document are unaudited.
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. Adjusted free cash flow reflects adjusted EBITDA (excluding
non-cash items), capitalised expenditure, net working capital movements, and
cash charges for net finance costs, taxation, lease repayments and treasury
share purchases, but excludes non-recurring expenditure primarily relating to
the Group's new office with the majority expected to be incurred in H2 FY2026.
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. 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 in UK, from 5% to 4.5%, partly offset by removal
of central industry costs of c.0.25% (reflected in cost of sales). These
changes were first announced in March 2022 and became effective from April
2025.
7. Trainline is the number one app versus rail focused peers as
per number of app downloads across Europe over the last 12 months as of August
2025, as sourced from Sensor Tower.
8. Number of customers across United Kingdom and Europe who have
transacted at least once over the last 12 months.
9. Trainline is the number one app in the UK versus major travel
peers as per daily average active user data in H1 FY2026, as sourced from
Sensor Tower.
10. Brand consideration reflects the proportion of survey respondents,
as sourced by YouGov, selecting Trainline as the brand from whom they would
most likely consider buying a train ticket.
11. Year on year growth in net ticket sales on Paris-Lyon and
Paris-Marseille.
12. OC&C analysis and internal estimates.
13. 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/)
14. Growth guidance figures are on a reported basis, not on a constant
currency basis.
15. Calculated by reference to the original number of shares in issue
at the start of Trainline's first share buyback programme in September 2023
(481 million shares).
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.
H1 FY2026 PERFORMANCE REVIEW
Group Overview
Group net ticket sales increased to £3.2 billion, 8% higher year on year,
tracking towards the upper end of Trainline's FY2026 guidance range for growth
of between 6% to 9%. The drivers of net ticket sales growth for each business
unit are provided overleaf.
Group revenue grew 2% to £235 million, tracking towards the upper end of
Trainline's FY2026 guidance range(14) of growth of between 0% to 3%. As
previously flagged, revenue growth was slower than net ticket sales, primarily
given a reduction in the headline commission rate in the UK(6), which was
announced as part of Memorandum of Understanding (MOU) agreement with Rail
Delivery Group (RDG) in 2022.
Gross profit grew 6% to £193 million, outpacing revenue growth given lower
cost of sales. This reflected step-reductions in the UK of central industry
system costs (also announced as part of the MOU agreement with RDG in 2022)
and of ticket fulfilment costs.
Adjusted EBITDA increased 14% to £93 million, reflecting the benefit of
Trainline's operating leverage and our cost optimisation exercise in H2
FY2025. This resulted in other administrative costs decreasing 7% to £60
million. Together with reduced cost of sales in the UK, our cost savings more
than offset the impact from the reduced headline commission rate in the UK.
Marketing costs increased 15% to £39 million in H1, reflecting the phasing of
brand marketing spend in European geographies and increased marketing activity
in South-East France.
H1 FY2026 Segmental performance
H1 FY2026 H1 FY2025 % YoY % YoY CCY(5)
Net ticket sales (£m)
UK Consumer 2,127 1,969 +8% +8%
International Consumer 594 583 +2% +2%
Trainline Solutions 529 449 +18% +18%
Total Group 3,250 3,001 +8% +8%
Revenue(16) (£m)
UK Consumer 107 106 - -
International Consumer 34 33 +2% +2%
Trainline Solutions 94 90 +5% +5%
Total Group 235 229 +2% +2%
Gross profit(16) (£m)
UK Consumer 80 74 +8%
International Consumer 23 23 +4%
Trainline Solutions 89 84 +6%
Total Group 193 181 +6%
Adjusted EBITDA(16) (£m)
UK Consumer 50 45 +11%
International Consumer (8) (5) -77%
Trainline Solutions 51 41 +23%
Total Group 93 82 +14%
UK Consumer
Net ticket sales were £2.1 billion, up 8% given continued strength in leisure
travel sales and ongoing digitisation of rail ticketing. It also reflected
further market recovery in commuter travel and reduced industrial action
compared to the prior year(17). As expected, Trainline's growth was partly
offset by the first phase of Project Oval(18), TFL's expansion of its
contactless payment network. We continue to expect the full impact of Project
Oval to put £150 million of UK Consumer net ticket sales at risk.
Revenue was flat at £107 million, reflecting a reduction in the headline
commission rate in the UK from April 2025(6) (from 5.0% to 4.5%, as per our
MOU agreement announcement in 2022), plus the mix effect of growing faster in
on-the-day travel, which generates relatively lower rates of revenue than
longer-distance travel.
Gross profit grew 8% to £80 million, outpacing revenue growth due to a
reduction in central industry system costs (as per our MOU agreement
announcement in 2022) and a lower fulfilment cost rate that Trainline pays to
train operating companies (TOCs) when a customer uses a barcode ticket.
Adjusted EBITDA of £50 million was 11% higher, reflecting the benefit of
operating leverage and the Group's cost optimisation exercise in H2 FY2025.
International Consumer
Net ticket sales were £594 million, up 2% as Trainline actively focused its
marketing investment on European high-speed routes with emerging carrier
competition. This notably included the French South-East high-speed network,
with Trainline's Q2 sales up 34% YoY(11) as Trenitalia expanded its services
from June 2025. The ongoing impact from changes to Google's search results
page and to demand from US tourists continued to weigh on foreign travel
sales(19), which were down 2%.
Net ticket sales across South-East France and Spain (c.22% of the
International portfolio) grew 11% YoY in H1, reflecting our investment in
those geographies, offset in part by downward pressure on fares in Spain.
Elsewhere in France and in Italy (c.65% of the International portfolio) net
ticket sales grew 3%, with these geographies in incubation phase as we await
the arrival of carrier competition. Net ticket sales in Germany and the rest
of Europe declined 16%, as we prioritised markets that are liberalising or set
to liberalise over the medium term. Note the portfolio sizes and growth rates
for each respective geography encompass both domestic and foreign travel
sales.
Revenue was £34 million, 2% higher than prior year. This reflected lower
foreign travel sales, which typically generate higher revenue per transaction
than sales to domestic customers, mitigated by Trainline's continued progress
in growing ancillary revenue, such as insurance sales.
Gross profit of £23 million was up 4%. Adjusted EBITDA loss was -£8 million
vs -£5 million last year. Excluding the internal transaction fee(16),
adjusted EBITDA was £4 million vs £7 million in the prior year. This
reflected differences in the phasing of brand marketing spend YoY and our
increased marketing activity in South-East France.
Trainline Solutions
Net ticket sales were £529 million, 18% higher than prior year. B2B
Distribution was the fastest growing sub-segment within Trainline Solutions,
up 36% YoY, reflecting strengthening business travel sales from travel
management company clients. This was particularly evident in Europe, where
international B2B sales through Trainline's Global API(13) were up 55%.
Revenue increased by 5% YoY to £94 million, with most of its revenue
generated by the internal transaction fee paid by UK Consumer and
International Consumer(16).
Gross profit was £89 million, 6% higher. Adjusted EBITDA was £51 million,
23% higher, reflecting the benefit of operating leverage and the Group's
recent cost optimisation exercise in H2 FY2025.
Operating profit
The Group reported operating profit of £68 million, up 38% or £19 million,
mostly driven by the increase in adjusted EBITDA of £11 million to £93
million. Operating profit included:
· Depreciation and amortisation charges of £20 million, slightly
lower year on year (H1 FY2025: £21 million) given a reduction in amortisation
of acquired intangibles
· Share-based payment charges of £5 million, down £6 million vs
prior year given a reduction in headcount following our cost optimisation
exercise in H2 FY2025 and the vesting of the Group's enhanced FY2023
Performance Share Plan in March 2025
Profit after tax
Profit after tax was £49 million, up 43% year on year. Profit after tax
reflected operating profit of £68 million, net finance charges of £2
million, and a tax charge of £17 million. Net finance charges were lessened
by FX movements in the half. The effective tax rate of 26% was slightly above
the UK corporation tax rate, primarily due to losses in overseas entities that
are not recognised for deferred tax.
Earnings per share (EPS)
Adjusted basic earnings per share was 12.6 pence, up 27%, vs 9.9 pence in H1
FY2025. Adjusted basic earnings per share adjusts for exceptional one-off
items in the period, amortisation of acquired intangibles, and share-based
payment charges, together with the tax impact of these items.
Basic earnings per share was 11.6 pence, up 54%, vs 7.5 pence in H1 FY2025.
Free cash flow and net debt
Adjusted free cash flow(4) was £79 million, up 2% or £2 million year on
year. Adjusted free cash flow included:
· Adjusted EBITDA of £93 million, up £11 million vs prior year
· Net Working Capital inflows of £26 million, down £13 million
year on year, reflecting timing effects including higher receivables due to
impact of additional weekend sales days
· Adjusted Capital expenditure(4) of £20 million, down £2 million
vs prior year following the completion of our cost optimisation exercise in H2
FY2025
· Other recurring cash costs of £21 million, down £2 million year
on year. This includes net finance costs, taxes, lease repayments, and
treasury share purchases.
Net debt was £111 million at the end of August 2025, up from £83 million in
February 2025. The Group's leverage ratio was 0.7x adjusted EBITDA over last
12 months, up from 0.5x in February 2025 (August 2024: 0.2x). This primarily
reflected the Group's repurchases of its own shares of £75 million over the
last six months and a 10-year lease for the Group's new office, to a large
degree offset by positive cash flow generation.
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 22nd September 2025
the Company launched a new, enhanced share buyback programme to repurchase up
to £150 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 31st October 2025, the Company had bought back and cancelled
£15 million of shares under the new programme and £215 million in total (15%
of issued share capital(15)) since launching its first buyback programme in
September 2023.
Market guidance(14)
Trainline delivered a strong operating performance in H1 FY2026. Net ticket
sales and revenue growth tracked towards the top end of their respective
guidance ranges for FY2026 (net ticket sales of +6% to +9% and revenue of 0%
to +3%).
Adjusted EBITDA growth of 14% in H1 tracked ahead of its full year guidance
range (+6% to +9%). In our Trading Update on 11(th) September 2025, we updated
our forecasted growth to the top end of the guidance range. Based on our
latest expectations, we are today further improving our guidance, estimating
adjusted EBITDA growth in the range of +10% and +13% in FY2026.
PROGRESS AGAINST OUR STRATEGIC PRIORITIES IN H1 FY2026
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 H1
FY2026, we continued to make strong progress against these long-term strategic
growth priorities.
UK Consumer
We are the UK's number one travel app(9), providing our 18 million active
customer base with access to all the rail carriers, ticket types and fares(20)
in our 4.9* rated mobile App(21), as well as a comprehensive range of
value-saving products and features. Trainline continues to invest in its
customer proposition, strengthening the loyalty and engagement of our customer
base and, in turn, deepening our competitive moat.
Growing supply and enhancing the user experience
In H1, we enhanced the way we help customers avoid or mitigate the impact of
travel disruption. We have developed a suite of data and AI-driven features
within the App to help customers navigate disruption on the rail network. This
includes a new Travel Forecast feature that provides customers with
personalised notifications if their journey is likely to be disrupted. It will
feature a map-view interface, powered by our Signalbox technology, so
customers can see the location of their train in real-time.
Our personalised AI Travel Assistant offers a live native chat function to
customers on the go, with real-time rail travel advice and agentic tools like
refund processing without human intervention. While still relatively new and
selectively deployed within the App, the AI Assistant has already garnered
strong engagement. So far it has handled over a million conversations, almost
a third of which were repeat users. It is answering most queries, with less
than 10% of conversations handed over to a customer service representative. We
plan to deploy the AI Assistant more widely across the App, while expanding
its real-time knowledge capabilities.
We beta-tested Delay-Repay notifications over the summer. These notifications
alert customers if they are entitled to Delay-Repay compensation, providing an
estimate of what they are owed and a punchout tool to the relevant TOC website
to complete their claim. Within the beta-test, we enabled the processing of
almost £1 million in compensation claims. Delay Repay Notifications represent
an interim solution until the UK rail industry allows third party retailers to
fully automate the claim process, which certain TOC apps are already
offering.
Building demand
Trainline has cultivated strong brand affinity over many years, building
strong trust and loyalty from our customers. We are the most trusted brand in
UK rail today and our brand consideration is at record levels, significantly
ahead of all other rail retailers(10). This has supported Trainline's
continued growth in the UK, even when faced with notable competition.
Increasing customer lifetime value
We continue to scale digital railcards, growing our user base by 12% YoY to
2.5 million. We are actively upselling digital railcards to new customers,
notifying non-railcard users within the booking flow how much they could save
if they also purchased a railcard as part of their transaction. This is
driving greater customer engagement and strengthening the loyalty of some of
our most frequent customers, given railcard users on average transact four
times more often than non-users. We are gaining strong traction particularly
amongst younger cohorts, with our digital railcards representing 44% of all
16-30 year-old railcards in the UK.
We are increasing the opportunity for customers to engage with Trainline,
broadening our range of ancillary products and services. Our investment in
recent years continues to support broader growth, including strong
double-digit percent revenue growth in hotels and insurance sales in the UK
YoY.
We are optimising how we monetise our products and services. In H1, we focused
on improving the placement of advertisements within the App as part of a
longer-term drive to increase advertising revenue. Likewise, we recently
began beta-testing SplitSave fees, which could present an option to over time
to supersede booking fees on journeys where Splitsave applies.
International Consumer
Trainline is well placed to scale in continental Europe, particularly in
Spain, France and Italy as carrier competition becomes more widespread over
the next few years. The three markets generate industry passenger revenues of
around €17 billion p.a., expected to grow to €23 billion by 2030(12).
Within those markets, routes that are expected to liberalise are estimated to
generate €12 billion of the €23 billion addressable market by 2030.
Competitive high-speed routes are expected to generate c.€7 billion p.a. in
France, with multiple new entrant carriers set to launch from 2027 onwards,
while in Italy they are expected to generate c.€3 billion, with SNCF set to
launch long-distance services from early 2027.
Greater market fragmentation increases the customer 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. We can help more customers make the
right choice when booking tickets, while removing friction that can arise when
travelling by train. At the same time, we are positioning ourselves as the
partner of choice for carriers, generating customer demand and supporting
their growth.
In H1, we deployed our aggregation playbook in South-East France, a c.€1
billion high-speed rail network(12) as Trenitalia significantly expanded their
services. Trenitalia almost doubled their daily return services between
Paris-Lyon from five to nine, with a further increase to 14 services by
December. In addition, Trenitalia launched five daily return services between
Paris-Marseille, helping average industry fares on the route to fall 27% year
on year(22).
Growing supply and enhancing the user experience
We are positioning ourselves as the aggregator of choice on the South-East
French high-speed rail network, leveraging our highly rated Mobile App(23) to
showcase all the fares from Trenitalia and SNCF's incumbent carrier brands.
Our App provides features that help customers make the right choice. This
includes Top Combo, which allows customers to stitch together different
carriers for return and multi-leg journeys, and our Travel Companion features
that offer customers on-the-go journey support.
Building demand
In May 2023, we decided to pause nationwide brand spend in France until the
arrival of more widespread carrier competition. We have now resumed brand
marketing in the South-East region given Trenitalia's recent expansion of
services. This includes sponsoring Lyon-based football team, Olympique
Lyonnais, as well as running large campaigns in online video and out-of-home.
We have driven a 12%-point increase YoY in brand awareness in Paris, Lyon and
Marseille to 48%, supporting our growth in the region.
We are seeing encouraging early signs of traffic building from generative
engines. We are the number one cited rail app in Chat GPT(24) across almost
all our core markets, and we are leading in citations from Google's AI
Overview module(24), significantly ahead of other rail aggregators. As a
result, sales from generative engines have grown exponentially - increasing
13-fold(24) since Q3 last year - albeit from a low base.
Increasing customer lifetime value
In Spain, we are evolving the balance between growth and profitability as we
transition to the next phase of our aggregation playbook. Over the past few
years, Spain has served as an ideal market in which to hone our aggregation
playbook as carrier competition became widespread across its €1.5 billion
high-speed rail network(12). We invested in our user experience and in
marketing to grow brand awareness, which has now reached 33%. In turn, we have
driven strong growth in net ticket sales, becoming the leading rail aggregator
by a considerable margin. We are now increasing our focus upon profitability,
normalising our marketing investment while placing more focus upon customer
engagement and transaction frequency. In addition, we launched Sponsored
Journeys in H1, which enables carriers to run paid campaigns to increase their
prominence within our App's search function.
Across International, ancillary revenue remains a growth opportunity. Having
made good progress in hotels last year, in H1 we bolstered our insurance
offering with the launch of our new Trip Insurance product. Together with our
existing 'Cancel For Any Reason' (CFAR) product for non-refundable tickets,
this drove a material increase in insurance revenue.
Trainline Solutions
Trainline Solutions was our fastest growing business unit in H1, up 18% YoY,
with annualised sales surpassing £1 billion. We are primarily focused on
growing business travel sales - c50% of Trainline Solutions sales - 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(13) 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. In H1, we grew B2B
distribution net ticket sales 36% overall, with international B2B sales
growing 55%. Our growth reflects many of the world's largest TMCs and travel
platforms now being connected to our Global API, and in September we expanded
our partnership with the world's largest TMC - Amex GBT. Our growing momentum
was recognised by the industry last month, with Trainline winning Business
Travel Partner of the year 2025 in the ground transport platform category at
the prestigious Business Travel Awards Europe.
Digital-Pay-As-You-Go
We launched our digital pay-as-you-go (DPAYG) trial on the East Midlands Rail
network in September 2025. Of the four trials awarded by RDG, the East
Midlands trial is arguably the most complex as it encompasses three different
cities - Derby, Nottingham and Leicester. The trial represents 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(25), and offers capabilities beyond
traditional tap-in/tap-out systems. This includes real-time pricing
visibility, integrated railcard discounts, and support for family travel.
While the Government has not outlined plans beyond the trials, early feedback
on our solution has been highly positive and encouraging.
LEGAL, REGULATORY & POLICY DEVELOPMENTS
In February 2025, the UK Government launched an industry consultation on the
Railways Bill as its next step to establish Great British Railways (GBR) as an
arms-length body responsible for rail services and infrastructure.
Within the wide-ranging consultation document was the clarification that -
once GBR is established following legislation - the UK Government intends to
consolidate the Department for Transport train operator retail sites into a
single public sector retail website and app. The Government committed 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. To deliver this, the UK Government has committed to
checks and balances to ensure a competitive market once GBR retail eventually
launches. Trainline would expect the Government to provide strong safeguards
as recently set out by the Competition and Markets Authority (CMA)(26) and
common to other regulated markets in the UK such as telecoms, water and
energy.
Alongside other independent retailers, Trainline has been taking an
increasingly assertive stance with the Government to deliver on its commitment
to fairness as the market operates today and in the future. It is a case made
strongly in our response submitted to the consultation on the future market.
In parallel, we are actively challenging where operators self-preference their
retail channels currently, including:
· TOCs deploying features like automated Delay-Repay or branded
loyalty schemes, where third party retailers like Trainline are effectively
locked out.
· Restrictions on our ability to advertise in stations and on
trains, as well as not having parity of access to promotional fares. We have
made progress here, with the DFT writing to TOCs earlier this year stating
that third party retailers should not be discriminated against on both points.
The UK Government is expected to publish today the output from its industry
consultation and the Railways Bill.
Footnotes:
16. The internal transaction fee is recorded as a contra-revenue in
segmental reporting for UK Consumer and International Consumer, and eliminated
on consolidation so does not form part of total Group revenues. This fee is
charged to UK Consumer and International Consumer businesses by Trainline
Solutions in order to access Platform One.
17. 6 strike days in H1 FY2025 with an estimated gross ticket sales
impact per strike day for UK Consumer of c.£3-4 million.
18. Transport for London Project Oval contactless payment zone
expansion, as previously disclosed, is expected to put c.£150 million of its
annualised net ticket sales at risk.
19. Reflects sales from customers based outside of France, Italy,
Spain or Germany.
20. Excluding Northern Ireland.
21. iOS rating in UK app store as at 27/10/25.
22. Based on average ticket prices for Paris-Marseille journeys
purchased on the Trainline platform between 1 March and 21 June 2025, compared
with the same period in 2024.
23. iOS OS rating in French app store as at 27/10/25.
24. Trainline share of ChatGPT citations versus rail peers from July -
September 2025, as sourced from Profound and the number of Google AI Overview
citations as sourced from AccuRanker (includes Spain, Italy & the US).
13-fold increase in Trainline International Consumer sales from traffic driven
by AI-powered search and discovery tools (excludes Google).
25. Trainline acquired Signalbox in 2023. The Signalbox technology has
a patent application pending in relation to a method used for train
identification, which is used to enable features including Delay Repay
notifications, personalised travel information and live train maps.
26. 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.
Statement of Directors' responsibilities in respect of the results for half
year FY2026
The Directors confirm that these condensed consolidated Interim Financial
Statements have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority and that the interim management report includes a fair
review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the
first six months and their impact on the condensed set of Financial
Statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· material related-party transactions in the first six months and
any material changes in the related-party transactions described in the last
annual report.
The Directors of Trainline plc are listed in the Trainline plc Annual Report
for 28 February 2025. A list of current directors is maintained on the
Trainline plc website: https://www.trainlinegroup.com/
By order of the Board:
Peter Wood
Chief Financial Officer
5 November 2025
Condensed consolidated income statement
Six months ended Six months ended
31 August 31 August Year ended 28 February
2025 2024 2025
Unaudited Unaudited Audited
Note(s) £'000 £'000 £'000
Continuing operations
Net ticket sales(1) 1d 3,249,939 3,001,364 5,907,443
Revenue 2 234,733 229,097 442,095
Cost of sales 2 (41,813) (47,721) (89,782)
Gross profit 2 192,920 181,376 352,313
Administrative expenses (125,028) (132,195) (266,735)
Adjusted EBITDA(1) 1d 93,195 81,912 159,135
Exceptional items 3 - - (8,945)
Depreciation and amortisation (20,024) (21,395) (43,167)
Share-based payment charges (5,279) (11,336) (21,445)
Operating profit 67,892 49,181 85,578
Finance income 4 4,266 2,161 3,999
Finance costs 4 (5,921) (4,852) (8,692)
Net finance costs 4 (1,655) (2,691) (4,693)
Profit before tax 66,237 46,490 80,885
Income tax expense 5 (17,427) (12,474) (22,537)
Profit after tax 48,810 34,016 58,348
Earnings per share (pence)
Basic 6 11.56p 7.52p 13.09p
Diluted 6 11.38p 7.31p 12.66p
( )
(1) Non-GAAP measures - see note 1d.
The notes on pages 18 to 36 form part of the condensed consolidated Interim
Financial Statements.
Condensed consolidated statement of other comprehensive income
Six months Six months
ended ended Year ended
31 August 31 August 2024 28 February 2025
2025 Unaudited Audited
Unaudited
£'000 £'000 £'000
Profit after tax 48,810 34,016 58,348
Items that may be reclassified to the income statement:
Re-measurements of defined benefit obligations - - 13
Foreign exchange movement 744 (433) (947)
Other comprehensive income/(loss), net of tax 744 (433) (934)
Total comprehensive income 49,554 33,583 57,414
The notes on pages 18 to 36 form part of the condensed consolidated Interim
Financial Statements.
Condensed consolidated balance sheet
At At At
31 August 2025 31 August 28 February
Unaudited 2024 2025
Unaudited Audited
Note(s) £'000 £'000 £'000
Non-current assets
Intangible assets 7 77,786 72,960 74,657
Goodwill 7 419,307 417,496 416,181
Property, plant and equipment 8 39,497 14,460 11,073
Deferred tax asset 5 11,531 23,881 13,427
548,121 528,797 515,338
Current assets
Cash and cash equivalents 57,131 120,626 76,757
Trade and other receivables 97,115 69,434 67,212
Current tax receivable 5 - - 947
154,246 190,060 144,916
Current liabilities
Trade and other payables (276,485) (263,331) (217,973)
Loans and borrowings 9 (82,963) (904) (83,030)
Lease liabilities 9 (2,840) (4,839) (4,345)
Current tax payable 5 (8,007) (6,788) -
(370,295) (275,862) (305,348)
Net current liabilities (216,049) (85,802) (160,432)
Total assets less current liabilities 332,072 442,995 354,906
Non-current liabilities
Loans and borrowings 9 (46,815) (139,925) (68,100)
Lease liabilities 9 (32,366) (5,167) (3,107)
Provisions (2,611) (918) (952)
(81,792) (146,010) (72,159)
Net assets 250,280 296,985 282,747
Equity
Share capital 10 4,179 4,569 4,455
Share premium 10 - - -
Foreign exchange reserve 10 2,029 1,799 1,285
Other reserves 10 (1,107,074) (1,115,645) (1,110,474)
Retained earnings 10 1,351,146 1,406,262 1,387,481
Total equity 250,280 296,985 282,747
The notes on pages 18 to 36 form part of the condensed consolidated Interim
Financial Statements.
Condensed consolidated statement of changes in equity
For the six months ended 31 August 2025:
Share Capital Share Premium Other reserves Foreign exchange reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000
At 1 March 2025 4,455 - (1,110,474) 1,285 1,387,481 282,747
Audited
Profit after tax - - - - 48,810 48,810
Other comprehensive income - - - 744 - 744
Acquisition of treasury shares - - (9,631) - - (9,631)
Share-based payments - - 4,579 - - 4,579
Purchase of own shares for cancellation (276) - 276 - (76,969) (76,969)
Transfer between reserves - - 8,176 - (8,176) -
At 31 August 2025 4,179 - (1,107,074) 2,029 1,351,146 250,280
Unaudited
For the six months ended 31 August 2024 and year ended 28 February 2025:
Share Capital Share Premium Other reserves Foreign exchange reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000
At 1 March 2024 4,710 - (1,112,724) 2,232 1,417,798 312,016
Audited
Profit after tax - - - - 34,016 34,016
Other comprehensive loss - - - (433) - (433)
Acquisition of treasury shares
- - (12,300) - - (12,300)
Share-based payments - - 9,945 - - 9,945
Purchase of own shares for cancellation (141) - 141 - (46,259) (46,259)
Transfer between reserves - - (707) - 707 -
At 31 August 2024 4,569 - (1,115,645) 1,799 1,406,262 296,985
Unaudited
Profit after tax - - - - 24,332 24,332
Other comprehensive (loss)/income - - - (514) 13 (501)
Acquisition of treasury shares - - (4,843) - - (4,843)
Share-based payments - - 9,863 - - 9,863
Purchase of own shares for cancellation (114) - 114 - (43,089) (43,089)
Transfer between reserves - - 37 - (37) -
At 28 February 2025 4,455 - (1,110,474) 1,285 1,387,481 282,747
Audited
The notes on pages 18 to 36 form part of the condensed consolidated Interim
Financial Statements.
Condensed consolidated cash flow statement
Six months ended Six months ended
31 August 31 August Year ended
2025 2024 28 February
Unaudited Unaudited 2025
Audited
Note(s) £'000 £'000 £'000
Cash flows from operating activities
Profit before tax 66,237 46,490 80,885
Adjustments for:
Depreciation and amortisation 20,024 21,395 43,167
Write-off of assets - 1,078 765
Net finance costs 4, 9 1,655 2,691 4,693
Share-based payment charges 5,279 11,336 21,445
Non-cash exceptionals - - 3,752
93,195 82,990 154,707
Changes in working capital:
Trade and other receivables (29,891) (10,183) (10,920)
Trade and other payables 56,057 49,302 3,447
Cash generated from operating activities 119,361 122,109 147,234
Taxes paid (6,582) (7,920) (12,988)
Interest received 1,230 2,067 3,951
Net cash generated from operating activities 114,009 116,256 138,197
Cash flows from investing activities
Payments for intangible assets (18,860) (20,651) (40,870)
Payments for acquisition of subsidiary entities, net of cash acquired (232) - (358)
Payments for property, plant and equipment (1,049) (1,008) (1,441)
Net cash flows from investing activities (20,141) (21,659) (42,669)
Cash flows from financing activities
Purchase of treasury shares (9,631) (12,300) (17,143)
Purchase of own shares for cancellation (75,209) (46,259) (89,348)
Proceeds from Revolving Credit Facility 130,000 60,000 180,000
Repayment of Revolving Credit Facility and other borrowings (150,000) (60,000) (170,000)
Issue costs and fees (3,275) (770) (813)
Payments of lease liabilities (2,182) (2,312) (4,906)
Payment of interest on lease liabilities (346) (163) (287)
Interest paid (3,603) (2,698) (6,578)
Net cash flows from financing activities (114,246) (64,502) (109,075)
Net (decrease)/increase in cash and cash equivalents (20,378) 30,095 (13,547)
Cash and cash equivalents at beginning of the period 76,757 91,085 91,085
Effect of exchange rate changes on cash 752 (554) (781)
Closing cash and cash equivalents 57,131 120,626 76,757
The notes on pages 18 to 36 form part of the condensed consolidated Interim
Financial Statements.
Notes
(Forming part of the Interim Financial Statements)
1. 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.
These Interim Financial Statements for the six months ended 31 August 2025
were approved by the Directors on 5 November 2025. The Interim Financial
Statements have been reviewed, not audited.
These condensed consolidated interim financial statements do not comprise
statutory accounts within the meaning of section 434 of the Companies Act
2006. Statutory accounts for the year ended 28 February 2025 were approved by
the board on 7 May 2025 and delivered to the Registrar of Companies. The
report of the auditors on those accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement under section
498 of the Companies Act 2006.
a) Basis of preparation
The Interim Financial Statements have been prepared in accordance with
UK-adopted International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority.
These Interim Financial Statements do not include all of the notes of the type
normally included in an Annual Report. Accordingly, these Interim Financial
Statements are to be read in conjunction with the Annual Report and Group
Financial Statements for the year ended 28 February 2025, which have been
prepared in accordance with UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006, and any public
announcements made by Trainline plc during the interim reporting period.
The accounting policies adopted are consistent with those of the previous
financial year and corresponding interim reporting period.
The following amendments and interpretations became applicable for the current
reporting period, but do not have a material impact on the Interim Financial
Statements:
• lack of exchangeability - amendments to IAS 21 effective for
periods beginning on or after 1 January 2025.
The Interim 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").
In adopting this basis of preparation, the Directors have considered the
Group's forecast cash flows, liquidity, borrowing facilities and covenant
requirements for at least 12 months from the date of signing of these Interim
Financial Statements. These have been considered in light of the expected
operational activities and principal risks and uncertainties of the Group.
Notes (continued)
1. General information (continued)
During H1 FY2026 the Group has delivered positive adjusted EBITDA and retained
a strong cash position. Positive adjusted EBITDA of £93.2 million was earned
in the period (FY2025: positive adjusted EBITDA of £159.1 million, H1 FY2025:
positive adjusted EBITDA of £81.9 million) and net debt at 31 August 2025 was
£110.8 million (FY2025: £83.4 million, H1 FY2025: £32.1 million).
On 25 July 2025, the Group entered into a new £450 million revolving credit
facility with an initial maturity date of 25 July 2028, with the option to
extend for a further two, one-year periods to 25 July 2030. This facility
replaced the previous £325 million revolving credit facility which was due to
mature on 30 November 2026. As part of the detailed going concern assessment,
the Directors have considered the covenants associated with the Group's
revolving credit facility at the next covenant dates on 28 February 2026 and
31 August 2026, being the two relevant dates in this going concern assessment
period.
As at 31 August 2025 the Group was in a net current liability position of
£216.0 million driven by the negative working capital cycle (FY2025: £160.4
million net current liability position, H1 FY2025: £85.8 million net current
liability position). The Group had in place bank guarantees of £187.3 million
that could be utilised to settle trade creditor balances (FY2025: £167.0
million, H1 FY2025: £192.4 million). Bank guarantees are issued by lenders
under the Group's revolving credit facility and therefore reduce the Group's
remaining available facility. The remaining available facility at 31 August
2025 was £212.6 million (FY2025: £88.0 million, H1 FY2025: £72.6 million).
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 12% 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 28 February 2026 and 31 August 2026 test
dates.
Following the assessment described above, the Directors are confident that the
Group has adequate resources to continue to meet its liabilities as they fall
due and to remain in operation for the going concern assessment period. The
Board have therefore continued to adopt the going concern basis in preparing
the Interim Financial Statements.
b) Basis of measurement
The Interim Financial Statements have been prepared on a historical cost basis
except for the following:
• Financial instruments at fair value through the income statement
are measured at fair value.
Notes (continued)
1. General information (continued)
c) Use of judgements and estimates
In preparing the Interim 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 is
recognised prospectively.
The following estimate is deemed significant as it has been identified by
management as one which is subject to a high degree of estimation uncertainty:
· Goodwill impairment test: key assumptions underlying recoverable
amounts;
The Group tests goodwill for impairment annually, or more frequently if there
are indications that goodwill might be impaired. In the six months to 31
August 2025 no such indications were identified.
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:
· 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 period, the Group has capitalised
internal development costs amounting to £19.1 million (FY2025: £40.3
million, H1 FY2025: £19.8 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.
d) Non-GAAP Measures
When discussing and assessing performance of the Group, management use certain
measures which are not defined under IFRS, referred to as 'Non-GAAP measures'.
These measures are used on a supplemental basis as they are considered to be
indicators of the underlying performance and success of the Group.
Notes (continued)
1. General information (continued)
The Non-GAAP measures used within these Interim Financial Statements are:
(i) Net Ticket Sales (1)
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 believes 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.
(1) Net ticket sales is not subject to external review as it is a
non-statutory measure.
(ii) Adjusted EBITDA
The Group believes that adjusted EBITDA is a meaningful measure of the Group's
operating performance and debt servicing ability without regard to
amortisation and depreciation methods as well as share-based payment charges
which can differ significantly.
Adjusted EBITDA is calculated as profit after tax before net financing
income/(expense), tax, depreciation and amortisation, exceptional items and
share-based payment charges. Exceptional items are excluded as management
believes their nature could distort trends in the Group's underlying earnings.
This is because they are often one-off in nature or not related to
underlying trade. Share-based payment charges are also excluded as they can
fluctuate significantly period-on-period.
(iii) 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 items.
Adjusted earnings is calculated as profit after tax with share-based payments
charged in administrative expenses, exceptional items, gain on convertible
bond buyback and amortisation of acquired intangibles added back, together
with the tax impact of these adjustments also added back.
Exceptional items are excluded as management believes their nature could
distort trends in the Group's underlying earnings. Share-based payment charges
are also excluded as they can fluctuate significantly period-on-period 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.
Notes (continued)
1. General information (continued)
(iv) 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, borrowings and lease liabilities as disclosed in
Note 9 (excluding accrued interest on bank loans) and associated directly
attributable transaction costs after taking into account cash held by the
Group.
(v) Adjusted free cash flow
The Group uses adjusted free cash flow as a supplementary measure of
liquidity. Adjusted free cash flow has been added as a Non-GAAP measure in
FY2026 as management believe it is a more accurate reflection of cash flows
available to shareholders than operating free cash flow.
The Group defines adjusted free cash flow as cash generated from operating
activities after adding back cash exceptional items and one-off cash items.
Cash flows in relation to the purchase of property, plant and equipment and
intangible assets, excluding those acquired through business combinations or
trade and asset purchases, and cash flows in relation to taxes, interest,
lease payments and treasury share purchases are also deducted. One-off cash
items in the period relate to the purchase of property, plant and equipment
for new office leases.
Notes (continued)
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 platform 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 recharges a cost
to the UK Consumer and International Consumer segments.
(1) The Group's technology platform, UK Trainline Partner Solutions and
International Trainline Partner Solutions are collectively referred to as
'Trainline Solutions'.
The CODM reviews discrete information by segment disaggregated to adjusted
EBITDA to better assess performance and to assist in resource-allocation
decisions.
· The CODM monitors the three operating segments results at the
level of net ticket sales, revenue, gross profit and adjusted EBITDA as shown
in this disclosure.
· No results at a profit before/after tax level or in relation to
the statement of financial position are reported to the CODM at a lower level
than the consolidated Group.
Notes (continued)
2. Operating Segments (continued)
Segmental analysis for the six months ended 31 August 2025:
UK Consumer International Consumer Trainline Total Group
£'000 £'000 Solutions £'000
£'000
Net ticket sales(1) 2,126,580 593,993 529,366 3,249,939
106,859 33,555 94,319 234,733
Revenue
Cost of sales (26,644) (10,064) (5,105) (41,813)
Gross profit 80,215 23,491 89,214 192,920
Marketing costs (14,207) (24,701) (319) (39,227)
Other administrative expenses (15,729) (6,851) (37,918) (60,498)
Adjusted EBITDA 50,279 (8,061) 50,977 93,195
Depreciation and amortisation (20,024)
Share-based payment charges (5,279)
Operating profit 67,892
Net finance costs (1,655)
Profit before tax 66,237
Income tax expense (17,427)
Profit after tax 48,810
(1 ) Non - GAAP measures - see note 1d.
Notes (continued)
2. Operating Segments (continued)
Segmental analysis for the six months ended 31 August 2024
UK Consumer International Consumer Trainline Total Group
£'000 £'000 Solutions £'000
£'000
Net ticket sales(1) 1,969,416 582,601 449,347 3,001,364
106,445 32,942 89,710 229,097
Revenue
Cost of sales (32,032) (10,374) (5,315) (47,721)
Gross profit 74,413 22,568 84,395 181,376
Marketing costs (13,304) (20,548) (323) (34,175)
Other administrative expenses (15,960) (6,586) (42,743) (65,289)
Adjusted EBITDA 45,149 (4,566) 41,329 81,912
Depreciation and amortisation (21,395)
Share-based payment charges (11,336)
Operating profit 49,181
Net finance costs (2,691)
Profit before tax 46,490
Income tax expense (12,474)
Profit after tax 34,016
(1 ) Non - GAAP measures - see note 1d.
Segmental analysis for the year ended 28 February 2025
UK Consumer International Consumer Trainline Total Group
£'000 £'000 Solutions £'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 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 measures - see note 1d.
Notes (continued)
3. Exceptional Items
Exceptional items are costs or credits that, by virtue of their nature and
incidence, have been disclosed separately in order to improve a reader's
understanding of the Financial Statements. Exceptional items are one-off in
nature or are not considered to be part of the Group's underlying trading
performance.
Six months ended Six months ended
31 August 2025 31 August 2024 Year ended 28 February 2025
£'000 £'000 £'000
Restructuring Costs - - 8,945
Exceptional items - - 8,945
Restructuring Costs
Costs incurred in FY2025 related to a cost optimisation exercise which
included a reduction in headcount. The majority of these costs are cash items
which have now been paid but also includes non-cash share-based payment
charges. All of the costs as part of this project were recognised in FY2025.
4. Net finance costs
Net finance costs comprise bank interest income and interest expense on
borrowings and lease liabilities, as well as foreign exchange gains/losses.
On 25 July 2025, the Group entered into a new £450.0 million revolving credit
facility which replaced the Group's previous £325.0 million revolving credit
facility due to mature on 30 November 2026 (refer to Note 9 for further
disclosure). Transaction costs of £1.5 million incurred in relation to the
Group's former £325.0 million facility and not yet amortised upon
cancellation of this facility of 25 July 2025 were charged as finance cost in
the period.
Six months ended Six months ended
31 August 2025 31 August 2024 Year ended 28 February 2025
£'000 £'000 £'000
Bank interest income 1,653 2,161 3,999
Net foreign exchange gain 2,613 - -
Finance income 4,266 2,161 3,999
Interest and fees on bank loans (5,117) (3,436) (6,919)
Net foreign exchange loss - (804) (584)
Interest and fees on convertible bonds (417) (417) (827)
Interest on lease liabilities (387) (195) (360)
Other interest - - (2)
Finance costs (5,921) (4,852) (8,692)
Net finance costs (1,655) (2,691) (4,693)
Notes (continued)
5. Taxation
Six months ended Six months ended
31 August 31 August Year Ended 28 February
2025 2024 2025
£'000 £'000 £'000
Current tax charge 15,531 11,502 11,737
Deferred tax charge 1,896 972 10,800
Tax charge 17,427 12,474 22,537
Effective tax rate % 26% 27% 28%
Deferred tax asset 11,531 23,881 13,427
Current tax (payable)/receivable (8,007) (6,788) 947
UK corporation tax was calculated at 25% (FY2025: 25%, H1 FY2025: 25%) of the
taxable profit for the period. Taxation for territories outside of the UK was
calculated at the rates prevailing in the respective jurisdictions. The income
tax expense was recognised based on management's best estimate of the annual
income tax rate expected for each jurisdiction for the full financial year
applied to profit before tax for the interim period. As such, the effective
tax rate in the interim Financial Statements may differ from management's
estimate of the effective tax rate for the annual Financial Statements.
The total tax charge of £17.4 million (FY2025: £22.5 million charge, H1
FY2025: £12.5 million charge) consists a current corporation tax charge of
£15.5 million (FY2025: £11.7 million charge, H1 FY2025: £11.5 million
charge) arising in the UK, and a deferred tax charge of £1.9 million (FY2025:
£10.8 million charge, H1 FY2025: £1.0 million charge).
Deferred tax has been recognised at the tax rates that are expected to be
applied to temporary differences when they are realised or unwound, based on
the tax rates enacted or substantively enacted at the reporting date. The
deferred tax charge in H1 FY2026 relates to the unwinding of deferred tax
liabilities arising on acquired intangibles, and other fixed asset balances,
as well as an increase of deferred tax asset with respect to equity settled
share-based payment charges, and an unwind of the deferred tax asset arising
on historical tax losses. The deferred tax asset has been calculated at a rate
of 25% which reflects the expected rate that will prevail on the date the
liability will unwind.
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.
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 period,
divided by the weighted average number of ordinary shares outstanding during
the period, adjusted for treasury shares held.
(ii) Diluted earnings per share
Earnings attributable to ordinary equity holders of the Group for the period,
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 period,
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 period, adjusted for treasury shares
held.
(iv) Adjusted diluted earnings per share
Earnings attributable to ordinary equity holders of the Group for the period,
adjusted to remove the impact of exceptional items, gain on repurchase of
convertible bonds, 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 31 August 2025 At 31 August 2024 At 28 February 2025
Weighted average number of ordinary shares:
Ordinary shares 429,218,765 463,548,486 458,379,661
Treasury shares (7,635,803) (12,094,199) (13,338,038)
Contingently issuable shares 565,084 729,643 594,773
Weighted number of ordinary shares 422,148,046 452,183,930 445,636,396
Dilutive impact of share options outstanding 6,783,206 13,195,556 15,197,117
Weighted number of dilutive shares 428,931,252 465,379,486 460,833,513
Notes (continued)
6. Earnings per share (continued)
Six months ended 31 August 2025 Six months ended 31 August 2024 Year ended 28 February 2025
£'000 £'000 £'000
Profit after tax 48,810 34,016 58,348
Earnings attributable to equity holders 48,810 34,016 58,348
Exceptional items - - 8,945
Amortisation of acquired intangibles 454 2,820 5,605
Share-based payment charges 5,279 11,336 21,445
Tax impact of the above adjustments (1,449) (3,547) (9,012)
Adjusted earnings 53,094 44,625 85,331
Earnings per share (pence)
Basic 11.56p 7.52p 13.09p
Diluted 11.38p 7.31p 12.66p
Adjusted earnings per share (pence)
Basic 12.58p 9.87p 19.15p
Diluted 12.38p 9.59p 18.52p
(
)
7. Intangible assets and goodwill
Intangible assets
There were total additions to intangible assets of £19.1 million during the
six months ended 31 August 2025 (FY2025: £40.3 million, H1 FY2025: £19.8
million). Total amortisation of intangible assets was £16.0 million during
the six months ended 31 August 2025 (FY2025: £35.9 million, H1 FY2025: £17.8
million). Total additions during the six months ended 31 August 2025 included
£19.1 million of internally developed intangible assets (FY2025: £40.3
million, H1 FY2025: £19.8 million).
Goodwill
The carrying amount of goodwill as at 31 August 2025 amounted to £419.3
million (FY2025: £416.2 million, H1 FY2025: £417.5 million). No impairment
loss was recognised during the six months ended 31 August 2025 (FY2025: £nil,
H1 FY2025: £nil).
Notes (continued)
7. Intangible assets and goodwill (continued)
The Group's policy is to test non-financial assets for impairment annually, or
if events or changes in circumstances indicate that the carrying amount of
these assets may not be recoverable. The Group has considered whether there
have been any indicators of impairment during the six months ended 31 August
2025, which would require an impairment review to be performed. The Group has
considered indicators of impairment with regard to a number of factors,
including those outlined in IAS 36 Impairment of Assets. Based upon this
review, the Group has concluded that there are no such indicators of
impairment as at 31 August 2025.
The Group concluded that there has been no material deterioration in any of
the key assumptions made during the last annual impairment review based on
current strategy and financial projections for any of the cash-generating
units (CGUs) to which goodwill is allocated.
8. Property, plant and equipment
There were total additions to property, plant and equipment of £32.3 million
during the six months ended 31 August 2025 (FY2025: £1.4 million, H1 FY2025:
£1.1 million). Additions in the year primarily relate to a 10-year office
lease which commenced in H1 FY2026. Total depreciation of property, plant and
equipment was £4.0 million during the six months ended 31 August 2025
(FY2025: £7.3 million, H1 FY2025: £3.5 million). Total write-offs during the
six months ended 31 August 2025 included £1.9 million of plant and equipment
assets at cost value (FY2025: £1.0 million, H1 FY2025: £1.1 million).
9. Loans, borrowings and lease liabilities
This note details a breakdown of the various loans and borrowings of the
Group.
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)
At At At
28 February 2025
31 August 2025 31 August
2024
£'000 £'000 £'000
Non-current liabilities
Revolving credit facility(1) 46,815 57,992 68,100
Convertible bonds(2) - 81,933 -
Lease liabilities 32,366 5,167 3,107
79,181 145,092 71,207
Current liabilities
Accrued interest on bank loans 476 904 828
Convertible bonds(2) 82,487 - 82,202
Lease liabilities 2,840 4,839 4,345
85,803 5,743 87,375
1 Included within the revolving credit facility is the principal
amount of £50.0 million (FY2025: £70.0 million, H1 FY2025: £60.0 million)
and directly attributable transaction costs of £3.2 million (FY2025: £1.9
million, H1 FY2025: £2.0 million).
2 Included within the convertible bonds at 31 August 2025 is the
principal amount of £82.7 million (FY2025: £82.7 million, H1 FY2025 £82.7
million) and directly attributable transaction costs of £0.2 million (FY2025:
£0.5 million, H1 FY2025: £0.8 million). The fair value of this convertible
bond, as determined by the price on the Frankfurt Stock Exchange at 31 August
2025 is £81.2 million (FY2025: £79.0 million, H1 FY2025: £77.1 million).
The carrying value is £82.5 million (FY2025: £82.2 million, H1 FY2025:
£81.9 million).
On 25 July 2025, the Group entered into a new £450.0 million revolving credit
facility with an initial maturity date of 25 July 2028, with the option to
extend for a further two, one-year periods to 25 July 2030. This facility
replaced the previous £325.0 million revolving credit facility which was due
to mature on 30 November 2026.
Both facilities in place during the period allow draw downs in cash or
non-cash to cover bank guarantees. At 31 August 2025 the cash drawn amount is
£50.0 million (FY2025: £70.0 million, H1 FY2025: £60.0 million), the
non-cash bank guarantee drawn amount is £187.3 million (FY2025: £167.0
million, H1 FY2025: £192.4 million) and the undrawn amount on the facility is
£212.6 million (FY2025: £88.0 million, H1 FY2025: £72.6 million).
The £450.0 million facility in place during the period was unsecured. The
previous £325.0 million facility in place during the period was secured by a
fixed and floating charge over certain assets of the Group. During the period,
interest payable on the £450.0 million facility was at a margin of 1.1% above
SONIA, and the interest payable on the £325.0 million facility was at a
margin of 1.3% above SONIA.
Notes (continued)
9. Loans, borrowings and lease liabilities (continued)
The Group was subject to bank covenants, all of which have been met during the
period. In relation to the facility of £450.0 million: (1) net debt to
adjusted EBITDA must be no more than 3.0:1.0; and (2) adjusted EBITDA to net
finance charges must be no less than 4:0:1.0. In relation to the £325.0
million facility entered into on 26 July 2022: (1) net debt to adjusted EBITDA
must be no more than 3.0:1.0; and (2) adjusted EBITDA to net finance charges
must be no less than 4.0:1.0. The test dates for these covenants are at the
reporting period end dates i.e. 28 February and 31 August.
Additions to lease liabilities in the year relate to a 10-year office lease
which commenced in H1 FY2026.
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 31 August 2025
Number £'000
Ordinary shares - £0.01 417,910,256 4,179
417,910,256 4,179
Shareholding at 31 August 2024
Number £'000
Ordinary shares - £0.01 456,949,480 4,569
456,949,480 4,569
Shareholding at 28 February 2025
Number £'000
Ordinary shares - £0.01 445,465,480 4,455
445,465,480 4,455
In September 2023, the Company commenced a share buyback programme to purchase
its own ordinary shares. In May 2024, the Company announced an additional
share buyback programme to purchase its own ordinary shares following the
completion of the September 2023 programme.
In March 2025, the Company announced a further additional share buyback
programme to purchase its own ordinary shares following the completion of the
May 2024 programme. The total number of shares bought back in H1 FY2026 was
27,555,224 shares (FY2025: 25,566,606 shares, H1 FY2025: 14,082,606 shares)
with a nominal value of £275,552 (FY2025: £255,666, H1 FY2025: £140,826)
representing 7% (FY2025: 6%, H1 FY2025: 3%) of the ordinary shares in issue
(excluding shares held in treasury). All shares bought back in H1 FY2026 were
cancelled.
Notes (continued)
10. Capital and reserves (continued)
The shares were acquired on the open market at a total consideration
(excluding costs) of £76.5 million (FY2025: £88.8 million, H1 FY2025: £46.0
million). The maximum and minimum prices paid were £3.15 (FY2025: £4.42, H1
FY2025: £3.92) and £2.48 (FY2025: £2.93, H1 FY2025: £2.93) per share
respectively. The average price paid was £2.77 (FY2025: £3.47, H1 FY2025:
£3.27). Costs incurred on the purchase of own shares in relation to stamp
duty and broker expenses were £0.5 million (FY2025: £0.5 million , H1
FY2025: £0.3 million).
Share premium
Share premium represents the amount over the nominal value which was received
by the Group upon the sale of the ordinary shares. Upon the date of listing
the nominal value of shares was £1.00 (subsequently reduced to £0.01 in
FY2020) but the initial offering price was £3.50.
Share premium is stated net of any direct costs relating to the issue of
shares.
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
period.
Foreign exchange
The foreign exchange reserve represents the net difference on the translation
of the balance sheets and income statements of foreign operations from
functional currency into reporting currency over the period such operations
have been owned by the Group.
Notes (continued)
10. Capital and reserves (continued)
Other reserves
Merger reserve Treasury reserve Share-based payment reserve Capital Redemption Reserve Total other reserves
£'000 £'000 £'000 £'000 £'000
At 1 March 2024 (1,122,218) (29,762) 39,159 97 (1,112,724)
Addition of treasury shares - (12,300) - - (12,300)
Allocation of treasury shares to fulfil share-based payment - 3,167 (3,167) - -
Share-based payment charge - - 9,945 - 9,945
Purchase of own shares for cancellation - - - 141 141
Transfer to retained earnings(1) - - (707) - (707)
At 31 August 2024 (1,122,218) (38,895) 45,230 238 (1,115,645)
Addition of treasury shares - (4,843) - - (4,843)
Allocation of treasury shares to fulfil share-based payment - 5,646 (5,646) - -
Share-based payment charge - - 10,516 - 10,516
Deferred tax on share-based payment - - (653) - (653)
Purchase of own shares for cancellation - - - 114 114
Transfer to retained earnings(1) - - 37 - 37
At 28 February 2025 (1,122,218) (38,092) 49,484 352 (1,110,474)
Addition of treasury shares - (9,631) - - (9,631)
Allocation of treasury shares to fulfil share-based payment - 28,830 (28,830) - -
Share-based payment charge - - 4,579 - 4,579
Purchase of own shares for cancellation - - - 276 276
Transfer to retained earnings(1) - - 8,176 - 8,176
At 31 August 2025 (1,122,218) (18,893) 33,409 628 (1,107,074)
( )
(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 their relating rights did not change as part
of this transaction and 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 in 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 Trust ('EBT'). At 31 August 2025 the Group's EBT held 6.8 million
shares (FY2025: 13.1 million, H1 FY2025: 13.8 million) which have a historical
cost of £18.9 million (FY2025: £38.1 million, H1 FY2025: £38.9 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.
11. Related parties
During the period, 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 period, Key Management Personnel have received the following
compensation, including ongoing long-term share scheme incentives, £3,133,983
(FY2025: £12,365,378, H1 FY2025: £3,551,601).
12. Principal risks and uncertainties
The principal risks and uncertainties that the Group faces for the rest of the
financial year are consistent with those previously reported and are
summarised below:
· Regulatory and political environment: Trainline's operations
could be affected by policy and legislative changes enacted by governments and
regulators.
· Macroeconomic and external market conditions: Though Trainline is not
significantly exposed to inflation and interest spikes directly, adverse
economic conditions may impact the spending power of our customers and may
therefore affect our financial results.
Notes (continued)
12. Principal risks and uncertainties (continued)
· Technology Operations and Security: Significant disruptions to
our online products and services, including potential security incidents as
well as outages at our key third-party technology service providers could
significantly impact our financial results and reputation.
· Competitive landscape: Failure to ensure that our technology and
user experience meet the needs of our customers and that Trainline's offering
remains ahead of competitor products could have an adverse impact on our
results.
· People: Inability to attract and retain critical engineering
skills and capabilities could hinder our ability to deliver on our strategic
objectives.
· Compliance: Should Trainline not comply with licences,
legislation, regulatory requirements or other such frameworks, this could
affect the Group's ability to conduct business operations and its reputation
with customers.
· Supply and partnership: A unilateral termination or amendment by
a rail or coach carrier of the contractual and licence terms, including a
significant reduction in our commissions or the availability of timely carrier
data, would have a material impact on our operations and financial results.
13. Post balance sheet events
In order to optimise capital allocation to create greater value for its
shareholders, on 11 September 2025 Trainline plc formally announced the
commencement of a share buyback programme for up to a maximum consideration of
£150.0 million. There have been no other post balance sheet events.
Independent review report to Trainline plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Trainline plc's condensed consolidated interim financial
statements (the "interim financial statements") in the Results for the six
months ended 31 August 2025 of Trainline plc for the 6 month period ended
31 August 2025 (the "period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
The interim financial statements comprise:
· the Condensed consolidated balance sheet as at 31 August 2025;
· the Condensed consolidated income statement and Condensed
consolidated statement of other comprehensive income for the period then
ended;
· the Condensed consolidated cash flow statement for the period
then ended;
· the Condensed consolidated statement of changes in equity for the
period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the Results for the six months
ended 31 August 2025 of Trainline plc have been prepared in accordance with UK
adopted International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the Results for the six months
ended 31 August 2025 and considered whether it contains any apparent
misstatements or material inconsistencies with the information in the interim
financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Results for the six months ended 31 August 2025, including the interim
financial statements, is the responsibility of, and has been approved by the
directors. The directors are responsible for preparing the Results for the six
months ended 31 August 2025 in accordance with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority. In preparing the Results for the six months ended 31 August 2025,
including the interim financial statements, the directors are responsible for
assessing the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Results for the six months ended 31 August 2025 based on our
review. Our conclusion, including our Conclusions relating to going concern,
is based on procedures that are less extensive than audit procedures, as
described in the Basis for conclusion paragraph of this report. This report,
including the conclusion, has been prepared for and only for the company for
the purpose of complying with the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority and for no
other purpose. We do not, in giving this conclusion, accept or assume
responsibility for any other purpose or to any other person to whom this
report is shown or into whose hands it may come save where expressly agreed by
our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
Reading
5 November 2025
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