REG - Trainline PLC - Results for the twelve months ended 28 Feb 2026
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RNS Number : 1322D Trainline PLC 06 May 2026
6 May 2026
Trainline plc
Results for the twelve months ended 28 February 2026
Trainline delivers robust operating performance in line with enhanced
expectations
FY2026 financial summary:
£m unless otherwise stated: FY2026 FY2025 % YoY % YoY CCY(5)
Net ticket sales(1) 6,319 5,907 +7% +7%
Revenue 453 442 +2% +2%
Adjusted EBITDA(2) 177 159 +11%
Operating profit 122 86 +43%
Adjusted basic earnings per share (pence)(3) 23.6 19.2 +23%
Basic earnings per share (pence)(3) 19.4 13.1 +48%
Adjusted free cash flow(4) 66 72 -9%
Financial highlights:
· Group net ticket sales up 7% year-on-year(5) to £6.3 billion;
revenue up 2%(5) to £453 million
· Adjusted EBITDA up 11% to £177 million, with operating leverage
and cost discipline more than offsetting impact from previously-flagged
commission rate reduction(6)
· Operating profit up 43% to £122 million
· Basic earnings per share up 48% to 19.4p; adjusted basic earnings
per share up 23% to 23.6p
· Adjusted free cash flow of £66 million, down £6 million given
timing effects on working capital movements
Strategic highlights:
· Europe's most downloaded rail app(7) with total active customer base
of 27 million(8)
· Leveraging tech and data strengths to deploy AI Strategy across the
business:
o Launched AI-powered rail disruption navigation features
o Market-leading share of GenAI citations; integrated Trainline App into
ChatGPT
o Transforming how we operate, including automation in customer service,
faster engineering workflows and scalable marketing content creation
· Strengthening position as UK's #1 travel app(9), including deepening
engagement with 18 million UK customer base(10):
o Digital railcard customers up 16% to 2.7 million(11); share of 16-30
railcard users at 45%(12)
o Strong double-digit % growth in hotel bookings and insurance sales
o Progress in challenging operator self-preferencing - Government committed
to allow 3(rd) party retailers to offer Delay Repay once Great British
Railways (GBR) launches
· Positioning ourselves as aggregator of choice in Europe:
o Sales in South-East France up 26% this year following operator
Trenitalia's expansion
o Improved International Consumer profitability; expected to breakeven in
FY2027(13):
· Supporting B2B travel as travel management companies (TMCs) increase
rail travel sales across Europe, with International B2B Distribution up 58%
Jody Ford, CEO of Trainline said:
"This has been a year of strong delivery for Trainline; with record net ticket
sales and revenue, and continued double-digit growth in profitability. As
carrier competition expands across Europe, we are positioning ourselves as the
market aggregator. This tailwind catalyses our top line growth and improves
profitability, with International Consumer set to breakeven for the first time
this year.
"We are leveraging AI to innovate at pace, launching AI-powered rail
disruption features, integrating our app into ChatGPT and increasingly using
tools and agents to transform how we operate.
"Ahead of the creation of GBR Online Retail in the UK, we are working closely
with Government to deliver on its commitment to deliver a fair and open
regulatory framework. We strongly welcome the recent decision to open Delay
Repay to independent retailers, our customers' number one ask."
Market guidance:
In FY2027 we expect to generate:
· Net ticket sales of £6.2 to £6.45 billion;
· Revenue of £440 to £455 million; and
· Adjusted EBITDA as a % of net ticket sales at c.2.9%, with
International Consumer expected to breakeven this year
Material progress against enhanced share buyback programme:
· As at the 30(th) of April 2026, Trainline repurchased £94
million of shares under the current £150 million programme
· £294 million of shares repurchased in total since launching first
buyback programme in September 2023 (23% of issued share capital(14))
Presentation of results
There will be a live webcast presentation of the results to analysts and
investors at 09:00am BST today (6 May 2026). Please register to participate at
the Company's investor website:
https://webcast.openbriefing.com/trainline-fy2026/
(https://webcast.openbriefing.com/trainline-fy2026/)
Enquiries
For investor enquiries, Andrew Gillian
investors@trainline.com
(mailto:investors@trainline.com)
For media enquiries, Nichola Johnson-Marshall
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. Adjusted free cash flow reflects adjusted EBITDA (excluding
non-cash items), capitalised expenditure excluding expenditure on business
combinations or trade and asset purchases, 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 incurred in H2 FY2026.
5. Constant currency ("CCY") year-on-year growth calculated for
International Consumer and Trainline Solutions using prior period average
€/£ exchange rate applied to current year reported numbers.
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
February 2026, as sourced from Sensor Tower.
8. Number of customers across the 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 FY2026, as sourced from Sensor
Tower.
10. Number of customers across United Kingdom who have transacted at
least once over the last 12 months.
11. Year-on-year growth of Trainline's digital railcard user base in
the United Kingdom to the 3(rd) January 2026.
12. Trainline's share of total 16-30 year-old railcard users in the
United Kingdom as at 3(rd) January 2026.
13. International adjusted EBITDA including the internal transaction
fee paid to Trainline Solutions to access Platform One.
14. 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.
FY2026 PERFORMANCE REVIEW
Group Overview
Group net ticket sales increased 7%(5) to £6.3 billion, within our FY2026
guidance range for growth of between 6% to 9%. The growth drivers for net
ticket sales by business unit are provided overleaf.
Group revenue grew 2%(5) to £453 million, towards the upper end of
Trainline's FY2026 guidance range for growth of between 0% to 3%. This was
supported by the continued growth of ancillary revenues, including hotel
bookings and insurance product sales; offset by a reduction in the headline
commission rate for UK Consumer as announced in 2022 (announced as part of the
Memorandum of Understanding agreement with Rail Delivery Group in 2022(6)).
Gross profit grew 6% to £374 million, outpacing revenue growth given lower
cost of sales. This included step-reductions of central industry system costs
(also announced as part of the MOU agreement in 2022(6)) and ticket fulfilment
costs in the UK, as well as efficiency savings in payment processing and
customer service across the Group.
Adjusted EBITDA increased 11% to £177 million, within our
previously-increased FY2026 guidance range for growth of between 10% to 13%.
This reflected the benefit of Trainline's operating leverage, our cost
optimisation exercise last year and our continued cost discipline. Marketing
costs decreased 6% to £67 million, reflecting a more focused and phased
approach to marketing spend, including balancing growth and profitability in
Spain. Other administrative costs increased 7% to £130 million, reflecting
higher legal and public affairs related costs as we engage with the GBR
process in the UK, as well as certain other operating items not expected to
recur.
FY2026 Segmental performance
FY2026 FY2025 % YoY % YoY CCY(5)
Net ticket sales (£m)
UK Consumer 4,135 3,912 +6% +6%
International Consumer 1,104 1,055 +5% +3%
Trainline Solutions 1,081 941 +15% +14%
Total Group 6,319 5,907 +7% +7%
Revenue(15) (£m)
UK Consumer 204 208 -2% -2%
International Consumer 60 53 +12% +10%
Trainline Solutions 189 181 +4% +4%
Total Group 453 442 +2% +2%
Gross profit(15) (£m)
UK Consumer 154 147 +4%
International Consumer 41 34 +20%
Trainline Solutions 179 171 +5%
Total Group 374 352 +6%
FY2026 FY2025 YoY
Adjusted EBITDA(15) (£m)
UK Consumer 87 88 -2
International Consumer (11) (20) +9
Trainline Solutions 101 91 +10
Total Group 177 159 +18
UK Consumer
Net ticket sales grew 6% to £4.1 billion. This reflected continued strength
in leisure travel sales and faster market growth in the commuter segment in
H1. As expected, Trainline's growth moderated in H2 given the impacts from
Project Oval(16), TFL's expansion of its contactless payment network, as well
as from UK Train Operating Companies (TOCs) self-preferencing their own online
retail channels. This included TOCs offering automated Delay Repay, a feature
third party retailers are expressly prohibited from providing to their
customers. We are engaging with Government stakeholders and the wider rail
industry to remove these restrictions and we have made some progress - in
March 2026, the UK Government announced that, once GBR is established,
passengers will be able to claim Delay Repay compensation from wherever they
purchased their ticket - including through Trainline. At the same time we are
strengthening customer loyalty and engagement, launching AI-powered disruption
features and scaling our digital railcard user base 16% year-on-year to 2.7
million(11).
Revenue decreased by 2% to £204 million. This was driven primarily by the
reduction in the headline commission rate in the UK from April 2025 (from 5.0%
to 4.5%, as previously announced in 2022)(6). Excluding the impact of the
commission rate cut, Trainline's revenue in FY2026 would have grown 7%,
outpacing net ticket sales growth as we continue to scale ancillary products
and features. This included double-digit percentage growth in hotel bookings
and insurance sales.
Gross profit grew 4% to £154 million, outpacing revenue growth due to
reductions in central industry system costs (as per our MOU agreement
announcement in 2022)(6) and the ticket fulfilment cost rate payable to TOCs,
alongside cost of sale efficiency savings in customer service and payment
processing. Adjusted EBITDA of £87 million was 2% lower reflecting higher
legal and public affairs costs relating to GBR, as well as certain other
operating items not expected to recur.
International Consumer
Net ticket sales grew 3%(5) to £1.1 billion (5% growth on a reported basis).
Our growth rate reflected our disciplined marketing investment focusing on
European high-speed routes with emerging carrier competition. Net ticket sales
grew 9% across South-East France and Spain, our most liberalised European
markets (c.22% of the International portfolio). This included 26% growth on
the French South-East network given Trenitalia's recent expansion of services
in the region. However, it was offset by moderating growth in Spain,
reflecting a rebalancing of growth and profitability and the recent impact
from a series of tragic rail accidents. Elsewhere in France and in Italy
(c.64% of the International portfolio) net ticket sales grew 2%, with these
geographies in incubation phase as we await the arrival of carrier
competition. Net ticket sales declined 6% in Germany and the rest of Europe
(14% of the International portfolio), as we prioritise markets that are
liberalising or set to liberalise over the medium term. The portfolio sizes
and growth rates for each respective geography encompass both domestic and
foreign travel sales.
Foreign travel net ticket sales reaccelerated in H2(17), up 5% year-on-year
(-2% in H1) as the business lapped the negative impact of changes to Google's
search results page while also benefiting from increasing generative AI sales
traffic.
Revenue was £60 million, 10% higher than prior year (12% on a reported
basis). This reflected higher carrier incentive payments and growing ancillary
revenues, benefiting from the recent rollout of a new trip insurance product,
as well as recovering foreign travel sales that generate relatively higher
levels of revenue than ticket sales to domestic customers.
Gross profit of £41 million was up 20%. The gross margin improvement
reflected the increase in carrier incentive payments and ancillary sales, as
well as efficiency savings in customer service and payment processing reducing
cost of sales.
Adjusted EBITDA loss reduced from -£20 million in the prior year to -£11
million, reflecting a reduction in marketing spend in Spain and in Italy. In
FY2027, we expect adjusted EBITDA for International Consumer will
breakeven(13).
Excluding the internal transaction fee(15), adjusted EBITDA in FY2026 was £11
million, up from £2 million in the prior year.
Trainline Solutions
Net ticket sales grew 14% (15% on a reported basis) to £1.1 billion. B2B
Distribution was the fastest growing sub-segment, up 36% year-on-year,
reflecting strengthening business travel sales from a growing number of travel
management company clients (including Amex GBT, Navan, Perk, Havas). This was
particularly evident in Europe, where international B2B sales through
Trainline's Global API were up 58%(18). Sales growth was partly offset by the
loss of Trainline's white label contract in the UK with rail operator
Cross-Country. In FY2027, we expect the loss of our white label contract with
ScotRail as it seeks to move to a new partner to bring its offline and online
sales more closely together. Over the long term, the rail industry anticipates
the replacement of TOC online retailing channels with GBR Online Retail.
Revenue increased 4% to £189 million. The majority of Trainline Solutions'
revenue was generated by the internal transaction fee paid by UK Consumer and
International Consumer(15).
Gross profit grew 5% to £179 million, while adjusted EBITDA grew 11% to £101
million, reflecting the benefit of operating leverage and our cost
optimisation exercise last year.
Operating profit
The Group reported operating profit of £122 million, up 43%. Operating profit
included:
· Depreciation and amortisation charges of £41 million (FY2025: £43
million);
· Share-based payment charges of £13 million, down £8 million vs prior
year due to the vesting of the Group's enhanced FY2023 Performance Share Plan
in March 2025 and updated assumptions of inflight employee share plans;
· No exceptional items were recognised in the year (FY2025: £9 million,
relating to one-off costs to deliver the Group's cost optimisation exercise)
Profit after tax
Profit after tax was £80 million, up 37% year-on-year. Profit after tax
reflected operating profit of £122 million, net finance charges of £8
million, and a tax charge of £35 million. Net finance charges increased in
the year, primarily driven by higher borrowing levels though partly offset by
foreign exchange gains. The effective tax rate of 30% was above the UK
corporation tax rate, primarily due to a reduction in the deferred tax asset
related to share-based payments.
Earnings per share (EPS)
Basic earnings per share was 19.4 pence vs 13.1 pence in FY2025. Adjusted
basic earnings per share was 23.6 pence vs 19.2 pence in 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.
Adjusted free cash flow and net debt
Adjusted free cash flow(4) was £66 million, down 9% or £6 million
year-on-year. Adjusted free cash flow included:
· Adjusted EBITDA of £177 million, up £18 million vs prior year
· Net Working Capital outflows of £30 million, vs £7 million in
the prior year. This primarily reflects timing effects, including the year-end
falling on a weekend, which resulted in a higher trade receivables balance at
year end
· Adjusted Capital expenditure(4) of £39 million, down £3 million
vs prior year following the completion of our cost optimisation exercise in H2
FY2025
· Other recurring cash costs of £42 million, up £4 million
year-on-year. This includes net finance costs, taxes, lease repayments, and
treasury share purchases
Net debt was £170 million at the end of February 2026, up from £76 million
in February 2025. The Group's leverage ratio was 1.0x adjusted EBITDA
(February 2025: 0.5x). This primarily reflected the Group repurchasing £147
million of its own shares over the last twelve months, partly offset by 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
· 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 22(nd) 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. In January 2026, the Company gained authority from
shareholders to buy 14.99% of shares over the subsequent 12-month period.
As at 30(th) April 2026, the Company had bought back and cancelled £94
million of shares under the current programme and £294 million in total (23%
of issued share capital(14)) since launching its first buyback programme in
September 2023.
Market guidance
Looking forward, we see significant growth opportunities for the business,
including increasing the value we derive from our 18 million customers in the
UK(10), the upcoming wave of carrier competition in Italy and France - with
aggregated routes across both countries expected to be worth €10 billion by
2030 - and growing B2B rail travel across the UK and Europe.
At the same time, we expect previously-flagged headwinds to weigh on near-term
growth. In the UK, they include Project Oval (TFL's expansion of its
contactless rail network), the Government's regulated fare freeze until
March 2027, and TOCs self-preferencing their own retail channels. In Europe,
they include a series of tragic rail accidents in Spain. In addition, the
effects of geopolitical tensions in the Middle East on inbound air traffic
into Europe is also weighing on foreign travel sales.
As a result, we expect net ticket sales of £6.2 to £6.45 billion in FY2027.
We expect revenue of £440 to £455 million in FY2027, with some impact on
refund fees arising from a tightening of industry refund rules in the UK from
April 2026, as well as mix effects from faster growth in International
Consumer and Trainline Solutions, which generate lower revenue as a percentage
of net ticket sales on a pre-transaction fee basis(15).
We expect adjusted EBITDA as a percentage of net ticket sales to be c.2.9% in
FY2027 (FY2026: 2.80%), reflecting our expectation that International Consumer
will break even this year.
PROGRESS AGAINST OUR STRATEGIC PRIORITIES IN FY2026
In FY2026, we continued to make strong progress against our strategic growth
priorities across our three business units.
UK Consumer
We are the UK's number one travel app(9), providing our 18 million active
customer base(10) with access to all the rail carriers, ticket types and fares
in our 4.9* rated mobile App(19), 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. This helps drive increased
demand for rail by delivering a simpler, smart and more value-led customer
experience.
Growing supply and enhancing the customer experience
Rail is a high frequency mode of transport. However, booking rail travel can
be complicated and journeys often face disruption. In this context, our App
is adept at meeting the needs of rail users. It delivers clear visual search
and journey planning, quick booking flow with stored payment cards, in-app
railcards, tickets downloaded directly to the App, on the go travel
information and self-serve refunds and change of journeys. It has therefore
become central to the Trainline customer experience and our core customer
touchpoint, delivering over 90% of our customer transactions in the UK(20).
In FY2026, we enhanced our App with the launch of AI-powered rail disruption
features, under the marketing banner 'The Way to Train'. The new features
provide end-to-end support to help customers navigate disruptions that might
arise on their rail journey. They include:
· Travel Forecast, which provides customers with personalised push
notifications if their journey is likely to be disrupted and a map-view
interface so they can see the location of their train in real-time;
· AI Travel Assistant, our in-app conversational support feature,
providing customers with rail information and agentic refund tools while on
the go; and
· Delay Repay notifications, which help customers claim
compensation in the event their train is delayed
More information on these features can be found in the AI strategy section on
Pages 12 to 13.
Building trust and loyalty and Increasing customer engagement
Trainline has cultivated strong brand affinity over many years, building
customer trust and loyalty. We are the most trusted brand in UK rail retailing
today and our brand consideration is at record levels, significantly ahead of
all other rail retailers(21). This has supported Trainline's continued growth
in the UK, even when faced with notable competition.
In FY2026, we took steps to further build the trust and loyalty of our
customers, while increasing their engagement with us. We scaled our digital
railcard user base 16% year-on-year to 2.7 million(11) through enhanced upsell
and renewals, as well as targeted partnerships. Given railcard users transact
four times more often than non-users(22), it is contributing towards our
upwards trajectory of transaction frequency in the UK. We have driven
particularly strong adoption among younger cohorts, with Trainline digital
railcards representing 45% of 16-30 year old railcard users(12).
We are increasing engagement with our 18 million customer base in the UK(10)
through our range of ancillary products and services. We have made these
services more prominent and visually engaging within the App, helping drive
strong double-digit growth in hotels and insurance sales in the UK. We
continue to broaden our ancillary product range, testing adjacent services
such as car hire to see which resonate with our customers.
In addition, we are enhancing the way we advertise within the App, moving away
from ad slots and placements to integrated and contextual advertisements
through the customer journey. We believe this will provide customers with
insights into products and services they might value, while improving the
delivery of the objectives of our advertising partners.
International Consumer
Our core markets in Europe are Spain, France, Italy - markets that have
liberalised or are set to liberalise in the next couple of years. In
aggregate, these markets generate industry passenger revenues of around €17
billion per annum(23). Those revenues are expected to grow to €23 billion by
2030(23), €12 billion of which will come from routes with carrier
competition.
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. As carrier competition expands into each market, we are
positioning ourselves 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. Likewise, we are positioning ourselves as the
partner of choice for carriers, generating customer demand and supporting
their growth.
First wave of carrier competition - South East France and Spain
South East France
In FY2026, carrier competition expanded on the €1 billion high-speed
corridor in South-East France(23). Trenitalia almost tripled their
operations between Paris and Lyon to fourteen return services a day and
launched four daily return services between Paris and Marseille. This is
already having a notable impact, with average fares between Paris and
Marseille down 27% since Trenitalia's expansion(24).
We are positioning ourselves as the aggregator of choice in South-East France,
delivering 26% growth in net ticket sales in the region. We are leveraging our
highly-rated mobile App to showcase all the fares from all the high-speed
carriers. This includes sponsored search - a paid service that allows carriers
to increase their prominence within our search function. We also offer
features that unlock value for customers such as Top Combo, which allows
customers to stitch together different carriers for return and multi-leg
journeys.
We have resumed brand marketing in South East France given Trenitalia's
expansion, which includes running large online video and out-of-home
campaigns; hosting music festivals; and sponsoring Lyon-based football team,
Olympique Lyonnais. This has helped drive a 5-point increase year-on-year in
our brand awareness to 50% across Paris, Lyon and Marseille(25), supporting
our growth in the region.
Spain
Our success in South-East France builds on the aggregation playbook we
developed in Spain over recent years. Spain provided the ideal environment to
refine that playbook, as carrier competition rapidly expanded across its
€1.5 billion high-speed rail market(23). Investing in our user experience
and our brand awareness, we significantly scaled net ticket sales, giving us a
considerable lead versus other market aggregators.
While we continue to see runway for further growth in Spain, this year we
evolved our approach to strike more of a balance between growth and
profitability. This included normalising brand marketing investment and
placing more emphasis upon transaction frequency and monetisation, including
our recent launch of Sponsored Journeys. Adjusted EBITDA in Spain took a big
step towards breakeven in H2, particularly prior to recent rail disruption in
the market following a series of tragic rail accidents.
Second wave of carrier competition - Italy and rest of France
The second wave of carrier competition is set to commence from late 2027, with
SNCF's entry into Italy. This will be followed by several new entrants
launching in France from 2028 onwards. The new entrants are set to include
Proxima, operating under the Velvet brand, Le Train and Ilisto. In addition,
Trenitalia and Virgin Trains have both announced plans to launch competitor
services to Eurostar in 2029 and 2030 respectively, competing on the lucrative
cross-border route.
The second wave of European carrier competition will open a considerably
larger market for Trainline over the coming years. By 2030, the French and
Italian rail markets are set to be worth c.€20 billion(23), around c.€10
billion of which will be generated on aggregated high-speed routes.
Foreign travel
Alongside the aggregation opportunity in Europe, foreign travel represents a
large and attractive growth opportunity. Foreign travel comprises customers
travelling in Europe from the US, UK and the rest of the world, alongside
intra-EU cross-border travel. The global inbound market today is worth €4
billion(23) and offers significant headroom for growth. Foreign travel
benefits from favourable economics, with a less price elastic customer base
and a greater skew towards long-distance travel. Foreign travel sales are
relatively higher-margin, generating double-digit revenue take-rates,
supported by higher attach rates for ancillary products and carriers willing
to pay higher commission rates for inbound travellers.
Trainline is well positioned to capture the headroom opportunity in foreign
travel. We combine broad inventory coverage (including recently adding rail
supply from Ireland and Poland), with a consistent, high-quality user
experience across multiple European markets. We offer a broad range of
features tailored to international customers, including multi-language
support, multi-currency pricing and flexible payment options. Together with
our post-sales capabilities, this enables customers to plan, book and manage
their journeys seamlessly.
We see signals that emerging AI channels are playing an increasing role for
foreign travel, given its ability to inspire travel plans while compressing
journey research time. In terms of generative engine optimisation (GEO)
rankings, Trainline is the early market leader for ticket retailing, with GEO
channels contributing c.3% of our new foreign travel customers.
Disciplined approach driving improved International Consumer profitability
International Consumer profitability strengthened over the period. This
reflected a reacceleration in foreign travel sales in H2, continued strong
growth in ancillary revenue, a more balanced approach between growth and
profitability in Spain, and a disciplined approach to marketing more broadly.
Excluding the internal transaction fee(15), adjusted EBITDA increased to £11
million in FY2026 (FY2025: £2 million). We now expect International Consumer
to be breakeven for the first time on a post-transaction fee basis in
FY2027(13).
Trainline Solutions
Trainline Solutions was our fastest growing business unit in FY2026, with net
ticket sales growing 14% to surpass £1 billion. We primarily focus on growing
business travel, which now represents over 50% of its total sales, both
through our B2B Distribution business and our own branded channels.
B2B Distribution helps travel management companies (TMCs) retail train tickets
to their business travel customers. Primarily a UK business, our Global
API(18) 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 FY2026, we grew
B2B distribution net ticket sales 36%, within which international B2B sales
grew 58%. Our growth reflects many of the world's largest TMCs and travel
platforms now being connected to our Global API(18), including Amex GBT,
Navan, Perk and Havas.
Trainline Business, our branded online sales channel, performed well too.
Having invested in an enhanced experience for users and client companies over
the past few years, active business clients grew 47% this year to over 35,000.
Trainline's AI Strategy
At Trainline, we benefit from clear advantages when it comes to deploying our
AI strategy. These include unparalleled first-party data from our scaled user
base, an agile and scalable single global tech platform and a tech team of
over 500 people. In addition, we operate in an online rail retailing market
that is inherently complex, providing barriers to disintermediation.
Building on those advantages, our AI Strategy focuses on three core areas:
· AI-powered products and features: leveraging AI and proprietary data
to enhance the customer experience
· Extending distribution through emerging AI channels: meeting customers
where they are to drive incremental demand
· AI-enabled acceleration: enabling faster execution, greater agility
and more scalable innovation across the Group
AI-powered products and features
We increasingly use AI to enhance our App user experience, leveraging
first-party data from our 18 million UK customer base(10) alongside a breadth
of industry supply data. We have launched AI-powered features within the App
to help customers navigate disruption on the rail network. They include:
· Travel Forecast: provides personalised customer notifications if their
train is likely to be delayed or cancelled, alongside a live map-based
interface powered by our Signalbox technology that tracks trains in real
time(26). The feature is powered by a combination of LLMs and our proprietary
algorithms trained on complex rail datasets, and will continually improve as
it learns from real-world data across our platform. Since launch, Travel
Forecast has delivered updates to over 3 million users.
· AI Travel Assistant: provides in-app conversational support to customers,
with real-time travel information that is personalised to their specific
journey. It also allows customers to complete actions such as refund requests
without human intervention. Our AI Assistant has handled over two million
conversations since launch, reducing workloads of our customer service
teams.
· Delay Repay notifications: alert customers when they are entitled to
compensation for a delayed train, calculating an estimate of the amount they
are owed in real-time and then redirecting them directly to the relevant train
operator to complete their claim. Since launch, we've redirected one million
customers to complete their claim.
Extending distribution through emerging AI channels
Emerging AI channels represent a new way for Trainline to engage with
customers and to drive incremental demand for our products and services.
We have made a strong start. We are the number one cited rail app in Google AI
Search (i.e. Google AI Overviews, AI mode and Gemini) across all our core
markets, as well the number one in ChatGPT in all core markets except France.
Our strong early progress reflects our ongoing leadership in search engine
optimisation (SEO), positive sentiment within public forum sites and high
brand awareness and brand trust scores.
In March 2026, Trainline launched an integrated app within the ChatGPT
ecosystem. Through ChatGPT, users can now seamlessly search for routes and
compare options - all within a conversational interface - before completing
their booking within Trainline. This is an early deployment and we will
continue to iterate the experience, with a focus on conversion, customer
engagement and long-term monetisation potential.
While we engage with the new AI channels, sales traffic from generative AI
remains low, representing less than 1% of International new customers (N.B.
data does not capture new customer acquisition from Google's AI Overviews and
AI Mode). However, GEO is delivering c.3% of our new foreign travel customers
in International, with generative AI appearing to be more popular for journeys
that customers are less familiar with, given its ability to provide journey
inspiration and compress research time.
AI-enabled acceleration
AI-enabled acceleration is becoming a core capability. It is enabling faster
execution, greater agility and more scalable innovation across the Group.
Our software development teams are increasingly using AI to code and
accelerate auxiliary tasks, such as updating documentation, test generation
and code review. The focus of teams is now shifting towards agents, moving
from experimentation phase to scaling AI agent capabilities.
Within Creative Marketing, AI agents are now generating around 20% of in-house
studio content, creating and applying imagery and copywriting that are aligned
with Trainline brand's tone and voice. It has enabled Trainline to scale the
production of performance marketing ads to 19 times our previous output using
traditional design methods.
In Customer Service, we will soon rollout Voice AI in partnership with
ElevenLabs to help manage enquiries more efficiently, with further iterations
planned through the year to progressively automate enquiry handling. We have
also introduced Zendesk, a new CRM system providing AI Agent tools and
insights, as well as AI language translation.
LEGAL, REGULATORY & POLICY DEVELOPMENTS
UK
GBR Online Retail and future market design
Major focus points for investors are the UK Government's intention to launch
GBR Online Retail - its consolidated app and website - and the design of the
future retail market.
In November 2025, the UK Government published the output from its industry
consultation on the Railways Bill(27). This represented a further step towards
the establishment of Great British Railways (GBR) as an arm's-length body
responsible for rail services and infrastructure. The document included key
points around rail retailing, providing more clarity around the Government's
commitment to a fair, open and competitive future market design, most notably:
· The separation of governance of third-party rail retailing from
GBR's own commercial retailing arm
· A commitment to develop for the first time a 'code of practice',
codifying how GBR should interact with third-party retailers
· A strengthened role for the Office of Rail and Road (ORR), who will
provide independent oversight and binding enforcement of the code
The Railways Bill is currently progressing through Parliament and the ORR has
begun developing GBR's code of practice in consultation with third-party
retailers like Trainline. In our engagement with this process, we are
maintaining an assertive stance with the Government for it to deliver on its
commitment to an open, fair and competitive future retail market.
In late 2025, the UK Government announced a preliminary market engagement
exercise to deliver GBR Online Retail(28). Trainline has engaged with this
exercise thus far, however the full procurement process is yet to begin. The
Government intends to award a procurement contract from January 2027, and
thereafter hold two phases of work under the GBR Online Retail project:
· Phase 1: build phase for GBR Online Retail (app and website)
· Phase 2: TOC integration - over up to 12 months post-launch to
integrate capabilities, across all Department for Transport (DfT) publicly
owned operators
Rectifying TOC self-preferencing
We are actively challenging instances where operators self-preference their
retail channels. Key examples include TOCs deploying features like automated
Delay Repay or branded loyalty schemes, where third-party retailers like
Trainline are effectively locked out. In March 2026, the UK Government
announced that, for the first time, once GBR is established passengers will be
able to claim Delay Repay compensation from wherever they purchased their
ticket(29). This will include independent retailers such as Trainline. While
this change may take a couple of years to come into effect, it represents a
positive signal from the UK Government of their commitment to a fair and
level rail retailing market.
Protecting and growing UK rail industry revenues
We are taking steps to prevent fraud and protect industry revenues. Over the
past year, we have blocked over £40 million of fraudulent ticket purchases,
while our real-time machine learning has contributed towards us preventing
over £20 million of fraudulent refunds. We are sharing our data with TOCs
through bespoke agreements, supporting their revenue recovery and revenue
protection resource deployment, and are trialling a railcard validation
service in partnership with Greater Anglia to prevent fraudulent railcard use.
We continue to innovate to grow UK rail. We are pleased with the performance
of our digital pay-as-you-go (DPAYG) trial on the East Midlands Railway
network, which is due to end in the summer. Of the three trials awarded by the
DfT, the East Midlands trial is arguably the most complex as it encompasses
three different cities - Derby, Nottingham and Leicester.
Europe
The European Commission is expected to publish a formal proposal as part of
its upcoming Mobility Package, aimed at making cross-border rail travel
simpler, more transparent and more passenger-friendly by improving access to
tickets. While details of the proposal are not yet available, it is expected
to address the role of distribution, including reducing operator control over
retail channels. This may include measures to ensure incumbent operators
provide access to timetables, fares and real-time data on a fair, reasonable
and non-discriminatory (FRAND) basis, remunerate intermediaries appropriately,
and potentially make third-party inventory available through their own digital
channels. Following publication, the proposal will be subject to negotiation
in the European Parliament and Council, with implementation likely to be
phased over several years.
In a similar vein, in April 2026 the French Senate adopted an amendment to
existing transport legislation that would introduce obligations on SNCF
Connect to distribute competitor tickets, alongside broader requirements to
provide access to rail content on FRAND terms. The legislative process remains
at an early stage, with material uncertainty around both timing and final
scope.
Footnotes:
15. 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.
16. Trainline continues to expect the full impact of Project Oval to
put c.£150 million of UK Consumer net ticket sales at risk.
17. Reflects sales from customers based outside of France, Italy,
Spain or Germany.
18. 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/)
19. iOS rating in UK app store as at 30 April 2026.
20. Mobile app share of UK Consumer transactions in FY2026.
21. Brand consideration reflects the proportion of respondents
selecting the brand from whom they would most likely consider purchasing a
train ticket (respondents are nationally representative, sourced by YouGov).
22. Railcard users who have held a digital railcard for more than one
year.
23. OC&C 2024 analysis and internal estimates.
24. Based on average ticket prices for Paris-Marseille journeys
purchased on the Trainline platform between 1 March 2025 and 21 June 2025 for
travel scheduled between 15 June 2025 and 31 December 2025.
25. Three month average prompted brand awareness.
26. 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.
27. UK Government response to the "A railway fit for Britain's future"
consultation on the Railways Bill, published November 2025.
28. UK Government notice: "GBR Online Retail - Market Engagement",
published on Find a Tender, December 2025.
29. UK Government announcement: "Delay Repay changes will make rail
travel easier under Great British Railways", published March 2026.
Consolidated income statement
For the year ended 28 February 2026
Notes
2026 2025
£'000 £'000
Continuing operations
Net ticket sales(1) 6,319,160 5,907,443
Revenue 452,684 442,095
Cost of sales (78,810) (89,782)
Gross profit 373,874 352,313
Administrative expenses (251,447) (266,735)
Adjusted EBITDA(1) 176,648 159,135
Exceptional items 3 - (8,945)
Depreciation and amortisation 7, 8 (40,814) (43,167)
Share-based payment charges (13,407) (21,445)
Operating profit 122,427 85,578
Finance income 4 4,002 3,999
Finance costs 4 (12,114) (8,692)
Net finance costs 4 (8,112) (4,693)
Profit before tax 114,315 80,885
Income tax expense 5 (34,502) (22,537)
Profit after tax 79,813 58,348
Earnings per share (pence)
Basic earnings per ordinary share 6 19.42p 13.09p
Diluted earnings per ordinary share 6 19.13p 12.66p
( )
(1) Non-GAAP measure (unaudited) - see alternative performance measures
section on page 49.
Consolidated statement of comprehensive income
For the year ended 28 February 2026
Notes 2026 2025
£'000 £'000
Profit after tax 79,813 58,348
Items that may be reclassified to the income statement:
Re-measurements of defined benefit liability 13 13
Foreign exchange movement 977 (947)
Other comprehensive profit/(loss), net of tax 990 (934)
Total comprehensive income 80,803 57,414
Consolidated balance sheet
At 28 February 2026
Notes
2026 2025
£'000 £'000
Non-current assets
Intangible assets 7 80,968 74,657
Goodwill 7 420,208 416,181
Property, plant and equipment 8 47,794 11,073
Deferred tax asset 2,057 13,427
551,027 515,338
Current assets
Cash and cash equivalents 59,703 76,757
Trade and other receivables 88,925 67,212
Current tax receivable 5 - 947
148,628 144,916
Current liabilities
Trade and other payables (223,849) (217,973)
Current tax payable 5 (6,321) -
Loans and borrowings 9 (600) (83,030)
Lease liabilities 9 (2,480) (4,345)
Provisions (1,358) -
(234,608) (305,348)
Net current liabilities (85,980) (160,432)
Total assets less current liabilities 465,047 354,906
Non-current liabilities
Loans and borrowings 9 (226,529) (68,100)
Lease liabilities 9 (32,337) (3,107)
Provisions (1,812) (952)
(260,678) (72,159)
Net assets 204,369 282,747
Equity
Share capital 10 3,854 4,455
Share premium 10 - -
Foreign exchange reserve 10 2,262 1,285
Other reserves 10 (1,108,497) (1,110,474)
Retained earnings 10 1,306,750 1,387,481
Total equity 204,369 282,747
Consolidated statement of changes in equity
For the year ended 28 February 2026
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 2025 4,455 - (1,110,474) 1,285 1,387,481 282,747
Profit after tax - - - - 79,813 79,813
Other comprehensive income - - - 977 13 990
Acquisition of Treasury Shares 10 - - (14,631) - - (14,631)
Share-based payment charges(1) - - 11,812 - - 11,812
Deferred tax on share-based payments 5 - - (4,057) - - (4,057)
Purchase of own shares for cancellation(2) 10 (601) - 601 - (152,305) (152,305)
Transfer between reserves(1) 10 - - 8,252 - (8,252) -
Balance as at 28 February 2026 3,854 - (1,108,497) 2,262 1,306,750 204,369
For the year ended 28 February 2025
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) - - 20,461 - - 20,461
Deferred tax on share-based payments 5 - - (653) - - (653)
Purchase of own shares for cancellation(2) 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
( )
(1) Share-based payment charges noted here are exclusive of National Insurance
Charge. Transfer between reserves relates to the difference between the share
price at grant date of the exercised shares and the actual cost of the
treasury shares purchased to fulfil the share-based payment.
(2) Total purchase of own shares for cancellation in the period was £152.3
million inclusive of stamp duty and broker's fees (FY2025: £89.3 million), of
which £5.7 million (FY2025: £nil) relates to shares purchased but not paid
for at the reporting date.
Consolidated statement of cash flows
For the year ended 28 February 2026
Notes 2026 2025
£'000 £'000
Cash flows from operating activities
Profit before tax 114,315 80,885
Adjustments for:
Depreciation and amortisation 7,8 40,814 43,167
Write-off of assets - 765
Net finance costs 4 8,112 4,693
Share-based payment charges 13,407 21,445
Non-cash exceptionals - 3,752
176,648 154,707
Changes in working capital:
Trade and other receivables (25,255) (10,920)
Trade and other payables (4,553) 3,447
Cash generated from operating activities 146,840 147,234
Taxes paid (15,900) (12,988)
Interest received 2,079 3,951
Net cash generated from operating activities 133,019 138,197
Cash flows from investing activities
Payments for intangible assets (36,626) (40,870)
Payments for acquisition of subsidiary entities, net of cash acquired (232) (358)
Payments for property, plant and equipment (16,846) (1,441)
Net cash flow from investing activities (53,704) (42,669)
Cash flows from financing activities
Purchase of treasury shares (14,631) (17,143)
Purchase of own shares for cancellation (146,576) (89,348)
Proceeds from revolving credit facility 400,000 180,000
Repayment of revolving credit facility (240,000) (170,000)
Issue costs and fees (4,105) (813)
Net cash flows for payments of lease liabilities (1,010) (4,906)
Payment of interest on lease liabilities (200) (287)
Interest paid (7,976) (6,578)
Repayment of convertible bonds (82,700) -
Net cash flow from financing activities (97,198) (109,075)
Net (decrease)/increase in cash and cash equivalents (17,883) (13,547)
Cash and cash equivalents at beginning of the year 76,757 91,085
Effect of exchange rate changes on cash 829 (781)
Closing cash and cash equivalents 59,703 76,757
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, 1
Stonecutter Street, EC4A 4AH (https://maps.app.goo.gl/CrXEGgJSmbp9txGMA) .
The Group Financial Statements for the year ended 28 February 2026 were
approved by the Directors on 5 May 2026.
The Group Financial Statements of Trainline plc have been prepared in
accordance with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under those standards.
The accounting policies set out in the sections below have, unless otherwise
stated, been applied consistently to all periods presented within the
Financial Statements and have been applied consistently by all subsidiaries.
b) Basis of consolidation
The Group Financial Statements consolidate those of the Company and its
subsidiaries (together referred to as the "Group").
The Financial Statements presented herein are for the year from 1 March 2025
to 28 February 2026.
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. The Financial Statements of subsidiaries
are included in the Consolidated Financial Statements from the date on which
control commences until the date on which control ceases. Control is achieved
when the Group (i) has power over the investee; (ii) is exposed or has rights
to variable returns from its involvement with the investee; and (iii) has the
ability to use its power to affect the returns.
(ii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses
arising from intra-group transactions, are eliminated.
c) Basis of measurement
The Group and Parent Company Financial Statements are prepared on the
historical cost basis except for the following:
• Financial instruments at fair value through the income statement
are measured at fair value.
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 2026 and 28
February 2027, being the two relevant dates in this period.
The UK Corporate Governance Code requires the Board to assess and report on
the prospects of the Group and whether the business is a going concern. The
Directors have undertaken a rigorous assessment of going concern and
liquidity, taking into account financial forecasts and any key uncertainties
and sensitivities.
On 25 July 2025, the Group entered into a new £450.0 million revolving credit
facility with an initial maturity date of 25 July 2028, with the option to
extend for a further two, one-year periods to 25 July 2030. On 18 February
2026, the Group extended the revolving credit facility by a further £150.0
million to a total available facility of £600.0 million, with no amendments
to pre-existing covenants or securitisation requirements. The convertible bond
of £82.7 million was repaid in January 2026.
The Group generated positive adjusted EBITDA(1) in the year and reported an
increase in net debt(1) at 28 February 2026; however, it remained in
compliance with its financial covenants associated with the revolving credit
facility (refer to Note 9) with significant headroom at the reporting date. As
at 28 February 2026, the Group was in a net current liability position of
£86.0 million driven by the negative working capital cycle whereby ticket
sales amounts are received before amounts due are paid to carriers (FY2025:
£160.4 million net current liability position), significant movement
year-on-year relates to the repayment of the convertible bond in January 2026
utilising the Group's borrowing facility. The Group has in place bank
guarantees of £148.2 million (FY2025: £167.0 million) that can be utilised
to settle trade creditor balances. Bank guarantees are issued by lenders under
the Group's revolving credit facility and therefore reduce the Group's
remaining available facility. Despite the net current liability position, the
Group has access to £221.8 million additional funds under its revolving
credit facility (FY2025: £88.0 million). As such the Group has sufficient
liquidity to cover the net current liability position.
The Directors performed a detailed going concern review using Board-approved
forecasts (the 'base case') as well as considering two severe but plausible
downside scenarios in isolation, without any mitigations, and their potential
impact on the Group's forecast. The severe but plausible downside scenarios
modelled were: (1) a 15% reduction in forecast Group adjusted EBITDA caused by
a circa 7% reduction in Group revenue, or a circa 15% increase in Group
marketing and other administrative expenses; and (2) a 1.5% increase above the
forecast SONIA interest rate benchmark.
Notes (continued)
1. Material accounting policy information (continued)
In the base case and both severe but plausible downside scenarios, the Group
is able to continue in operation and meet its liabilities as they fall due,
with significant excess liquidity. This includes complying with the net debt
to adjusted EBITDA and the interest coverage covenant requirements at the 31
August 2026 and 28 February 2027 test dates.
Following the assessment described above, the Directors are confident that the
Group has adequate resources to continue to meet its liabilities as they fall
due and to remain in operation for the going concern assessment period. The
Board has therefore continued to adopt the going concern basis in preparing
the Consolidated Financial Statements.
(1) Non-GAAP measure (unaudited) - see alternative performance measures
section on page 49.
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 (CGUs). An
unfavourable change in any of these assumptions could result in a significant
change in headroom. As such each of these constitute estimates in the
assessment of the recoverable amount of goodwill in respect of both the UK
consumer and International consumer CGUs. Details of the impact of reasonably
possible changes to the future cash flows and timing of these are evaluated in
Note 10 to the Financial Statements.
Critical Accounting Judgements
Critical accounting judgements are those that the Group has made in the
process of applying the Group's accounting policies and that have the most
significant effect on the amounts recognised in the Financial Statements:
· Note 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 £37.8 million (FY2025: £40.3
million). While the Group makes judgements in determining the basis for
recognition of these internally developed assets, these judgements are formed
in the context of robust systems and controls.
i) New standards and interpretations adopted
A new standard is effective from 1 March 2025 but does not have a material
effect on the Group's Financial Statements.
The following adopted IFRS has been issued but has not been applied by the
Group in these consolidated Financial Statements. The adoption is not
expected to have a material effect on the Financial Statements unless
otherwise indicated:
· Lack of Exchangeability - Amendments to IAS 21 The Effects of
Changes in Foreign Exchange Rates (effective date 1 January 2025)
Notes (continued)
1. Material accounting policy information (continued)
i) New standards and interpretations adopted
(continued)
IFRS 18 Presentation and Disclosure in Financial Statements becomes effective
for annual reporting periods beginning on or after 1 January 2027 and will
replace IAS 1 Presentation of Financial Statements. The standard will be
applied retrospectively. IFRS 18 introduces a more structured statement of
profit or loss, requiring income and expenses to be classified into operating,
investing, financing, income taxes and discontinued operations, and introduces
new defined subtotals, including operating profit and profit before financing
and income taxes. There is no change to recognition and measurement
requirements and, accordingly, no expected impact on profit after tax.
The standard requires disclosure of management-defined performance measures
("MPMs") in a single note, including a reconciliation to the most directly
comparable IFRS subtotal. IFRS 18 also introduces enhanced guidance on
aggregation and disaggregation and will change the classification of certain
items in the statement of cash flows, including presenting interest received
and interest paid within investing and financing activities, respectively. The
Group is currently assessing the impact of IFRS 18 on its Consolidated
Financial Statements.
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.
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 year ended 28 February 2026:
UK Consumer International Consumer Trainline Solutions Total Group
£'000 £'000 £'000 £'000
Net ticket sales(1) 4,134,731 1,103,522 1,080,907 6,319,160
Revenue 204,134 59,582 188,968 452,684
(50,384) (18,528) (9,898) (78,810)
Cost of sales
153,750 41,054 179,070 373,874
Gross profit
(27,441) (38,491) (939) (66,871)
Marketing costs
(39,652) (13,367) (77,336) (130,355)
Other administrative expenses
Adjusted EBITDA(1) 86,657 (10,804) 100,795 176,648
Depreciation and amortisation (40,814)
Share-based payment charges (13,407)
Exceptional items -
Operating profit 122,427
Net finance costs (8,112)
Profit before tax 114,315
Income tax expense (34,502)
Profit after tax 79,813
(1) Non-GAAP measure (unaudited) - see alternative performance measures
section on page 49.
Notes (continued)
2. Operating segments (continued)
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 49.
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 and are not considered to be part of the Group's underlying trading
performance.
2026 2025
£'000 £'000
Restructuring Costs - 8,945
Exceptional items - 8,945
Restructuring Costs
Costs incurred in FY2025 relate to a cost optimisation exercise which includes
a reduction in headcount. The majority of these costs are cash items which
have now been paid but also includes non-cash share-based payment charges. All
of the costs as part of this project were recognised in FY2025.
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 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 (refer to Note 14 for full detail). Transaction costs of £1.5
million incurred in relation to the Group's former £325.0 million facility
and not yet amortised upon cancellation of this facility of 25 July 2025 were
charged as finance cost in the period.
Accounting policy
Interest income and expense is recognised as it accrues in the income
statement, using the effective interest method. Foreign exchange gains and
losses are recognised in the income statement in accordance with the policy
for foreign currency transactions set out in Note 1g.
2026 2025
£'000 £'000
Bank interest income 2,353 3,999
Net foreign exchange gain 1,649 -
Finance income 4,002 3,999
Interest expense on borrowings including amortisation of transaction costs (9,973) (6,919)
Net foreign exchange loss - (584)
Interest and fees on convertible bonds (728) (827)
Interest on lease liability (1,291) (287)
Unwind of provision (122) (65)
Other interest - (10)
Finance costs (12,114) (8,692)
Net finance costs recognised in the income statement (8,112) (4,693)
Notes (continued)
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 charge for the year.
The deferred tax section provides information on expected future tax charges
and sets out the assets and liabilities held across the Group.
Accounting policy
Income tax expense comprises current and deferred tax. It is recognised in the
income statement except to the extent that it relates to a business
combination, or items recognised directly in equity or in other comprehensive
income.
(i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable
income or loss for the year and any adjustment to tax payable or receivable in
respect of previous years. It is measured using tax rates enacted or
substantively enacted at the reporting date.
(ii) Deferred tax
Deferred tax is recognised in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. Deferred tax is not recognised
for:
• temporary differences on the initial recognition of assets or liabilities
in a transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss;
• temporary differences related to investments in subsidiaries, to the
extent that the Group can control the timing of the reversal of the temporary
differences and it is probable that they will not reverse in the foreseeable
future; and
• taxable temporary differences arising on the initial recognition of
goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits
and deductible temporary differences to the extent that it is probable that
future taxable profits will be available against which they can be used before
their expiry. Deferred tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the related tax
benefit will be realised.
Amounts will be recognised first to the extent that taxable temporary
differences exist and it is considered probable that they will reverse and
give rise to future taxable profits against which losses or other assets may
be utilised before their expiry. Assets will then be recognised to the
extent that forecasts or other evidence support the availability of future
profits against which assets may be realised.
Notes (continued)
5. Taxation (continued)
Deferred tax is measured at the tax rates that are expected to be applied to
temporary differences when they reverse, using tax rates enacted or
substantively enacted at the reporting date. The measurement of deferred tax
reflects the tax consequences that would follow from the manner in which the
Group expects, at the reporting date, to recover or settle the carrying amount
of its assets and liabilities. Deferred tax assets and liabilities are offset
only if certain criteria are met.
The Group recognises a deferred tax asset in respect of share-based payment
awards based on the expected tax deduction, measured as the intrinsic value of
the awards at the reporting date. The deferred tax asset is recognised over
the vesting period, consistent with the recognition of the related IFRS 2
charge, and is remeasured at each reporting date based on the Group's share
price. To the extent that the tax deduction on exercise exceeds the cumulative
IFRS 2 charge, the excess tax benefit is recognised directly in equity. Where
the tax deduction is lower than the cumulative IFRS 2 charge, any shortfall is
recognised in the income statement. Current tax deductions arising on the
exercise of share-based payment awards are recognised in the income statement
except to the extent that they relate to amounts previously recognised in
equity.
The Group is currently not within the scope of the OECD Pillar Two framework
implementing the qualified domestic minimum top-up tax. No adjustments or
disclosures related to Pillar Two income taxes are required in the Financial
Statements. The Group will continue to monitor the applicability of Pillar Two
rules in future years.
Amounts recognised in the income statement
2026 2025
£'000 £'000
Current tax charge
Current year corporation tax 27,718 13,888
Adjustment in respect of prior years (529) (2,151)
Total current tax charge 27,189 11,737
Deferred tax charge
Current year deferred tax 6,217 8,990
Adjustment in respect of prior years 1,096 1,810
Total deferred tax charge 7,313 10,800
Tax charge 34,502 22,537
UK corporation tax was calculated at 25% (FY2025: 25%) of the taxable profit
for the year. Taxation for territories outside of the UK was calculated at the
rates prevailing in the respective jurisdictions. The total tax charge of
£34.5 million (FY2025: £22.5 million) is made up of a current corporation
tax charge of £27.2 million (FY2025: £11.7 million) and a deferred tax
charge of £7.3 million (FY2025: £10.8 million).
Notes (continued)
5. Taxation (continued)
Included in the current year deferred tax charge is the unwind of the deferred
tax credit following the utilisation of UK tax losses. It also includes the
unwind of the deferred tax asset in relation to the share-based payment
incentive due to the decrease in the share price.
2026 2025
£'000 £'000
Profit before tax 114,315 80,885
Tax on profit at standard UK rate of 25% (FY2025: 25%) 28,579 20,221
Effect of:
Expenses not deductible/income not deductible (940) (755)
Amounts not recognised (883) 1,003
Adjustment in respect of prior years 567 (342)
Share-based payments 7,055 2,384
Other 124 26
Total tax charge 34,502 22,537
Effective tax rate 30% 28%
( )
The total tax charge in FY2026 of £34.5 million is higher than the tax charge
in FY2025. This increase is primarily driven by higher taxable profits in the
current year, together with a reduction in the deferred tax asset in respect
of share-based payments.
The decrease in the deferred tax asset reflects a reduction in the Company's
share price compared to the prior year, alongside revised vesting assumptions,
resulting in a partial unwind of the deferred tax asset recognised in relation
to share options.
Tax (payable)/receivable per the consolidated balance sheet:
2026 2025
£'000 £'000
Current tax (payable)/receivable (6,321) 947
Notes (continued)
5. Taxation (continued)
Deferred tax (liability)/asset as at 28 February 2026:
Acquired intangible assets Tangible assets and other Share- based payments Losses carried forward Total
£'000 £'000 £'000 £'000 £'000
At 1 March 2025 (251) (902) 11,701 2,879 13,427
Adjustment in respect of prior years (2,203) 301 806 (1,096)
Adjustments posted through equity - - (4,057) - (4,057)
Credit/(charge) to consolidated income statement 251 1,907 (5,347) (3,028) (6,217)
At 28 February 2026 - (1,198) 2,598 657 2,057
Deferred tax (liability)/asset as at 28 February 2025:
Acquired 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 is recognised in accordance with IAS 12. Deferred tax liabilities
are recognised in full on all taxable temporary differences, while deferred
tax assets are recognised only to the extent that it is probable that future
taxable profits will be available against which the temporary differences can
be utilised.
The decrease in the deferred tax asset in respect of share-based payments
reflects a reduction in the share price together with revised assumptions
applied to the valuation of the relevant schemes.
A prior year adjustment has been recognised through the income statement and
equity in relation to share-based payments, in order to correct the opening
position.
The deferred tax asset relating to tax losses has decreased as a result of the
utilisation of losses in the UK, partially offset by the recognition of losses
within Trainline SAS.
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, share-based payment
charges, amortisation of acquired intangibles and the current and deferred tax
impact of these items; divided by the weighted average number of ordinary
shares outstanding during the year, adjusted for treasury shares held.
(iv) Adjusted diluted earnings per share
Earnings attributable to ordinary equity holders of the Group for the year,
adjusted to remove the impact of exceptional items, share-based payment
charges, amortisation of intangibles and the current and deferred tax impact
of these items; divided by the weighted average number of shares outstanding
used in the basic earnings per share calculation adjusted for the effects of
all dilutive 'potential ordinary shares'.
At 28 February 2026 At 28 February 2025
Weighted average number of ordinary shares:
Ordinary shares 416,768,671 458,379,661
Treasury shares (7,119,853) (13,338,038)
Contingently issuable shares(1) 1,416,078 594,773
Weighted number of ordinary shares 411,064,896 445,636,396
Dilutive impact of share options outstanding 6,196,273 15,197,117
Weighted number of dilutive shares 417,261,169 460,833,513
(1) Contingently issuable shares relate to vested but unexercised share-based
payment awards as at the balance sheet date.
Notes (continued)
6. Earnings per share (continued)
2026 2025
£'000 £'000
Profit after tax 79,813 58,348
Earnings attributable to equity holders 79,813 58,348
Adjusted earnings(1) 96,895 85,331
2026 2025
Pence Pence
Profit per share
Basic 19.42p 13.09p
Diluted 19.13p 12.66p
Adjusted profit per share
Basic 23.57p 19.15p
Diluted 23.22p 18.52p
(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 2026:
Software development(1) Brand Customer Total
valuation Lists Goodwill
£'000 £'000 £'000 £'000 £'000
Cost:
At 1 March 2025 220,097 51,738 93,778 440,172 805,785
Additions 37,750 - - - 37,750
Disposals (6,173) - - - (6,173)
Exchange differences - - - 5,515 5,515
At 28 February 2026 251,674 51,738 93,778 445,687 842,877
Accumulated amortisation and impairment:
At 1 March 2025 (146,437) (51,468) (93,051) (23,991) (314,947)
Amortisation (30,739) (270) (430) - (31,439)
Disposals 6,173 - - - 6,173
Exchange differences - - - (1,488) (1,488)
At 28 February 2026 (171,003) (51,738) (93,481) (25,479) (341,701)
Carrying amounts:
At 28 February 2026 80,671 - 297 420,208 501,176
( )
(1) Total software development includes £35.0 million of assets which
represent work in progress and which are not yet amortising (FY2025: £27.8
million).
Of the amortisation charge for the year, £0.7 million (FY2025: £5.6 million)
related to the amortisation of intangible assets which were recognised on the
Group's acquisition of Trainline.com Limited, Trainline SAS and Signalbox
Technologies Limited, while £30.7 million (FY2025: £30.3 million) related to
internally developed and purchased intangible assets recognised at historical
cost.
Disposals in the year of £6.2 million (FY2025: £7.6 million) include £6.2
million (FY2025: £7.4 million) of fully amortised internally developed
software assets which were no longer in use.
Notes (continued)
7. Intangible assets and goodwill (continued)
Intangible assets and goodwill as at 28 February 2025:
Software development(1) Brand Customer Total
Valuation(2) 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 - - - (3,550) (3,550)
At 28 February 2025 220,097 51,738 93,778 440,172 805,785
Accumulated amortisation and impairment:
At 1 March 2024 (122,948) (46,301) (93,520) (25,195) (287,964)
Amortisation (30,273) (5,167) (438) - (35,878)
Disposals 7,368 - 231 - 7,599
Write-offs 92 - - - 92
Amortisation reclass(3) (676) - 676 - -
Exchange differences - - - 1,204 1,204
At 28 February 2025 (146,437) (51,468) (93,051) (23,991) (314,947)
Carrying amounts:
At 28 February 2025 73,660 270 727 416,181 490,838
(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) At FY2025, the remaining useful economic life was one month for brand
valuation assets.
(3) Reclassification of prior year amortisation between customer lists and
software development. This has a net £nil impact on the carrying amounts of
intangible assets.
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.
Notes (continued)
7. Intangible assets and goodwill (continued)
Goodwill acquired in a business combination is allocated on acquisition to the
cash-generating units ("CGUs") that are expected to benefit from that business
combination. The Group has a carrying value of goodwill totalling £420.2
million (FY2025: £416.2 million) which was initially recognised upon
acquisition of Trainline.com Limited and Trainline SAS (formerly Capitaine
Train SAS).
CGUs are allocated on a more granular level than the operating segments.
Impairment reviews were conducted on these revised CGUs as summarised
below:
CGUs 2026 2025
£'000 £'000
UK Consumer 351,271 351,271
International Consumer 68,937 64,910
UK Trainline Partner Solutions - -
International Trainline Partner Solutions - -
Total goodwill 420,208 416,181
For all CGUs, the recoverable amount was determined by measuring
their value-in-use.
Assumptions
The key value-in-use assumptions for the goodwill impairment assessment were:
2026 2025 2026 2025
UK Consumer UK Consumer International International
Consumer Consumer
Pre-tax discount rate(1) 15.0% 15.3% 14.9% 12.3%
Terminal growth rate(2) 2.0% 2.5% 2.0% 2.5%
Number of years forecasted before terminal growth rate applied 5 5 5 5
(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 (FY2025:
£nil).
As noted above, the key assumptions that form part of the value-in-use
assessment are the pre-tax discount rate, the terminal growth rate, the number
of years forecasted before terminal growth rate is applied and the underlying
cash forecasts. The pre-tax discount rate was determined based upon the
weighted average cost of capital reflecting specific principal risks and
uncertainties. The discount rate takes into account the risk-free rate of
return, the market risk premium and beta factor reflecting the average beta
for the Group and comparator companies which are used in deriving the cost of
equity. Further to this, the terminal growth rate was determined based on the
future inflation rates in conjunction with forecast growth rates and reflects
the long-term natural price growth.
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 used in the cash flow forecasts for impairment testing
were as follows. For the UK Consumer CGU, sales growth over the forecast
period is driven by ongoing investment in the Trainline platform, the
monetisation of additional revenue streams, and the continued digitisation of
ticketing, supported by favourable modal shift trends. For the International
Consumer CGU, strong ongoing sales growth is driven by targeted investment in
marketing and continued enhancements to the user experience.
The Group's cash flow forecasts include the assumption that the addressable
rail market across the UK and continental Europe will benefit from increased
investment in high-speed rail and further liberalisation, as well as greater
consumer awareness of its environmental benefits. 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.
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)
2026 2025 2026 2025
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 10). There were no additional indicators of
specific impairment identified during the year relating to PPE (FY2025: no
indicators).
( )
Notes (continued)
8. Property, plant and equipment (continued)
Property, plant and equipment as at 28 February 2026:
Plant and equipment Leasehold improvements Right-of-use assets(1) Total
£'000 £'000 £'000 £'000
Cost:
At 1 March 2025 9,709 6,834 28,641 45,184
Additions 2,580 13,099 30,299 45,978
Disposals (1,718) - (970) (2,688)
Effects of foreign exchange 116 - 310 426
At 28 February 2026 10,687 19,933 58,280 88,900
Accumulated depreciation and impairment:
At 1 March 2025 (7,374) (5,279) (21,458) (34,111)
Depreciation (1,507) (1,311) (6,557) (9,375)
Disposals 1,718 - 962 2,680
Effects of foreign exchange (82) - (218) (300)
At 28 February 2026 (7,245) (6,590) (27,271) (41,106)
Carrying amounts:
At 28 February 2026 3,442 13,343 31,009 47,794
(1) Additions in the year primarily relate to a 10-year office lease which
commenced in FY2026.
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
9. Notes (continued)
Loans, borrowings and lease liabilities (continued)
This note details a breakdown of the various loans and borrowings of the
Group. It also provides the terms and repayment dates of each of these.
Accounting policy
Borrowings are recognised initially at fair value less attributable
transaction costs incurred. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost using the effective
interest method. At the date borrowings are repaid, any attributable
transaction costs are released as finance costs.
2026 2025
£'000 £'000
Non-current liabilities
Revolving credit facility(1) 226,529 68,100
Lease liabilities 32,337 3,107
Total non-current liabilities 258,866 71,207
Current liabilities
Accrued interest on revolving credit facilities 600 828
Convertible bonds - 82,202
Lease liabilities 2,480 4,345
Total current liabilities 3,080 87,375
( )
( )
(1) Included within the revolving credit facility is the principal amount of
£230.0 million (FY2025: £70.0 million) and directly attributable transaction
costs of £3.5 million (FY2025: £1.9 million).
Terms and repayment schedule as at 28 February 2026
Agreement Interest rate Year of maturity Face value Carrying amount
£'000 £'000
Revolving credit facility SONIA 2028(2) 230,000 226,529
+ Margin(1)
Lease liabilities Various(3) Various(4) 34,817 34,817
Total borrowings 264,817 261,346
( )
(1) Interest is paid at SONIA plus 1.10% to 2.35% dependent on the Group's
leverage.
(2) Not including extension clauses.
(3) The average interest rate of lease liabilities is 4.89%.
(4) The lease terms are between 2026 - 2035.
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 Between 2 and 5 years Over 5 years
£'000 £'000 £'000 £'000 £'000
Revolving credit facility 256,560 10,720 11,011 234,828 -
Lease liabilities 44,347 2,333 4,548 15,963 21,502
Total cash flows 300,907 13,053 15,559 250,791 21,502
( )
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(3) 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.
(3) The lease terms are between 2025 - 2030.
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.
Notes (continued)
9. Loans, borrowings and lease liabilities (continued)
Revolving credit facility
On 25 July 2025, the Group entered into a new £450.0 million revolving credit
facility with an initial maturity date of 25 July 2028, with the option to
extend for a further two, one-year periods to 25 July 2030. On 18 February
2026, the Group extended the revolving credit facility by a further £150.0
million to a total available facility of £600.0 million. 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 year allow draw downs in cash or non-cash
to cover bank guarantees. At 28 February 2026, the cash drawn amount is
£230.0 million (FY2025: £70.0 million), the non-cash bank guarantee drawn
amount is £148.2 million (FY2025: £167.0 million) and the undrawn amount on
the facility is £221.8 million (FY2025: £88.0 million). The £600.0 million
facility in place during the period was unsecured. The previous £325.0
million facility in place during the year was secured by a fixed and floating
charge over certain assets of the Group. Interest on the £600.0 million
facility is payable at a margin of between 1.10% and 2.35% above SONIA, while
interest on the £325.0 million facility was payable at a margin of between
1.20% and 2.55% above SONIA, in each case depending on the Group's leverage.
The actual margin applied during the year ranged from 1.10% to 1.30%.
The Group was subject to bank covenants and required to comply half-yearly,
all of which have been met during the year. In relation to the facility
entered into on 25 July 2025: (1) net debt (inclusive of lease liabilities) to
adjusted EBITDA must be no more than 3.0:1.0; and (2) adjusted EBITDA to net
finance charges must be no less than 4.0:1.0. In relation to the £325.0
million facility entered into on 26 July 2022: (1) net debt (inclusive of
lease liabilities) to adjusted EBITDA must be no more than 3.0:1.0; and (2)
adjusted EBITDA to net finance charges must be no less than 4.0:1.0. The test
dates for these covenants are at the reporting period end dates i.e. 28
February and 31 August.
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).
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.
On 14 January 2026, the Group's convertible bond was redeemed in full at
maturity. Accordingly, there were no convertible bonds outstanding subsequent
to this date. As at the balance sheet date, the Group had no convertible bonds
in issuance (FY2025: £82.7 million).
Lease liabilities
Additions to lease liabilities in the year relate to a 10-year office lease
commencing in FY2026.
Notes (continued)
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 2026
Number £'000
Ordinary shares - £0.01 385,409,753 3,854
Shareholding at 28 February 2025
Number £'000
Ordinary shares - £0.01 445,465,480 4,455
In September 2023, the Company commenced a share buyback programme to purchase
its own
ordinary shares. In May 2024, the Company announced an additional share
buyback programme
to purchase its own ordinary shares following the completion of the September
2023 programme.
In March 2025, Trainline plc announced the commencement of a share buyback
programme for up to a maximum consideration of £75.0 million following
completion of the May 2024 programme. In September 2025, the Company announced
a further share buyback programme to purchase its own ordinary shares
following the completion of the March 2025 programme for up to a maximum
consideration of £150.0 million. The total number of shares bought back in
FY2026 was 60,055,727 shares (FY2025: 25,566,606 shares) with a nominal value
of £600,557 (FY2025: £255,666) representing 16% (FY2025: 6%) of the ordinary
shares in issue (excluding shares held in treasury). All shares bought back in
FY2026 were cancelled.
The shares were acquired on the open market at a total consideration
(excluding costs) of £151.4 million (FY2025: £88.8 million). The maximum and
minimum prices paid were £3.15 (FY2025: £4.42) and £1.87 (FY2025: £2.93)
per share respectively. The average price paid was £2.52 (FY2025: £3.47).
Costs incurred on the purchase of own shares in relation to stamp duty and
broker expenses were £909,642 (FY2025: £534,134).
Share premium
Share premium represents the amount over the nominal value which was received
by the Group upon the sale of the ordinary shares. Upon the date of listing
the nominal value of shares was £1.00 (subsequently reduced to £0.01 in
FY2020) but the initial offering price was £3.50.
Share premium is stated net of any direct costs relating to the issue of
shares.
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.
Notes (continued)
10. Capital and reserves (continued)
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 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)
Addition of treasury shares - (14,631) - - (14,631)
Allocation of treasury shares to fulfil share-based payment - 31,853 (31,853) - -
Share-based payment charge - - 11,812 - 11,812
Deferred tax on share-based payment - - (4,057) - (4,057)
Purchase of own share for cancellation - - - 601 601
Transfer to retained earnings(1) - - 8,252 - 8,252
At 28 February 2026 (1,122,218) (20,870) 33,638 953 (1,108,497)
( )
(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.
Merger reserve
Prior to the initial public offering (IPO), the ordinary shares of the pre-IPO
top company, Victoria Investments S.C.A., were acquired by Trainline plc. As
the ultimate shareholders and their relating rights did not change as part of
this transaction, this was treated as a common control transaction under IFRS.
The balance of the merger reserve represents the difference between the
nominal value of the reserves from the Victoria Investments S.C.A. Group and
the value of reserves in Trainline plc prior to the restructure.
Treasury reserve
Treasury shares reflect the value of shares held by the Group's Employee
Benefit Trusts ("EBT"). At 28 February 2026, the Group's EBT held 8.2 million
shares (FY2025: 13.1 million) which have a historical cost of £20.9 million
(FY2025: £38.1 million).
Notes (continued)
10. Capital and reserves (continued)
Share-based payment reserve
The share-based payment reserve is built up of charges in relation to
equity-settled share-based payment arrangements which have been recognised
within the profit and loss account.
Capital redemption reserve
The capital redemption reserve represents the nominal value of shares bought
back and cancelled.
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 £4,559,411 (FY2025: £8,524,526);
post-employment benefits £64,698 (FY2025: £62,074); and ongoing share-based
payment schemes £2,566,424 (FY2025: £3,778,778 ). No other long-term
benefits or termination benefits were paid (FY2025: £nil). The highest paid
director received: short term employee benefits £2,340,071 (FY2025:
£5,050,822); post-employment benefits £39,912 (FY2025: £38,250); and
ongoing share-based payment schemes £1,572,372 (FY2025: £2,562,309). There
were no directors to whom retirement benefits were accruing under defined
contribution schemes (FY2025: nil).
At 28 February 2026 key management personnel held 1,535,637 shares in
Trainline plc (FY2025: 673,700 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 2026 are £1.2 million (FY2025:
£nil). These relate to final fit out costs for the new London Office.
13. Post balance sheet events
There have been no material post balance sheet events between 28 February 2026
and the date of approval of these Financial Statements.
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 believes that adjusted EBITDA is a meaningful measure of the Group's
operating performance and debt servicing ability without regard to
amortisation and depreciation methods as well as share-based payment charges
which can differ significantly.
Adjusted EBITDA is calculated as profit after tax before net financing
income/(expense), tax, depreciation and amortisation, exceptional items and
share-based payment charges. Exceptional items are excluded as management
believe their nature could distort trends in the Group's underlying earnings.
This is because they are one-off in nature or not related to underlying trade.
Share-based payment charges are also excluded as they can fluctuate
significantly year-on-year.
Alternative performance measures (continued)
A reconciliation of operating profit to adjusted EBITDA is as follows:
Notes 2026 2025
£'000 £'000
Operating profit 122,427 85,578
Adjusting items:
Depreciation and amortisation 7,8 40,814 43,167
Share-based payment charges 13,407 21,445
Exceptional items 3 - 8,945
Adjusted EBITDA 176,648 159,135
Adjusted earnings
Adjusted earnings is a measure used by the Group to monitor the underlying
performance of the business, excluding certain non-cash and exceptional costs.
Adjusted earnings is calculated as profit after tax with share-based payment
charges in administrative expenses, exceptional items and amortisation of
acquired intangibles added back, together with the current and deferred tax
impact of these adjustments also added back.
Exceptional items are excluded as management believe their nature could
distort trends in the Group's underlying earnings. Share-based payment charges
are also excluded as they can fluctuate significantly year-on-year and are a
non-cash charge to the business. Amortisation of acquired intangibles is a
non-cash accounting adjustment relating to previous acquisitions and is not
linked to the ongoing trade of the Group.
A reconciliation from the profit after tax to adjusted earnings is as follows:
Notes 2026 2025
£'000 £'000
Profit after tax 79,813 58,348
Earnings attributable to equity holders 79,813 58,348
Adjusting items:
Exceptional items 3 - 8,945
Amortisation of acquired intangibles(1) 7 700 5,605
Share-based payment charges 13,407 21,445
Tax impact of the above adjustments 2,975 (9,012)
Adjusted earnings 96,895 85,331
(1) This consists of the amortisation of brand valuation of £0.3 million
(FY2025: £5.2 million) and customer valuation of £0.4 million (FY2025:
£0.4 million).
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
lease liabilities and accrued interest on bank loans) and associated directly
attributable transaction costs after taking into account cash held by the
Group.
The calculation of net debt is as follows:
Notes 2026 2025(1)
£'000 £'000
Loans and borrowings(2) 9 (230,000) (152,700)
Cash and cash equivalents 59,703 76,757
Net debt (170,297) (75,943)
( )
(1) Prior year represented to follow current year presentation, excluding
lease liabilities of £34.8 million (FY2025: £7.5 million)
(2) This amount is the aggregate amount of loans and borrowings as disclosed
in Note 14 amounting to £226.5 million (FY2025: £150.3 million) and the
capitalised finance charges amounting to £3.5 million (FY2025: £2.4
million).
Adjusted free cash flow
The Group uses adjusted free cash flow as a supplementary measure of
liquidity. Adjusted free cash flow has been added as a Non-GAAP measure in
FY2026 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 year relate to the purchase of property, plant and equipment for
new office leases.
The calculation of adjusted free cash flow is as follows:
2026 2025
£'000 £'000
Cash generated from operating activities 146,840 147,234
Cash one-off 14,085 5,193
Purchase of property, plant and equipment, and intangible assets (53,472) (42,311)
Net cash paid on taxes and interest (21,797) (15,615)
Cash paid on lease liabilities and interest on lease liabilities(1) (5,220) (5,193)
Cash paid on treasury share purchases (14,631) (17,143)
Adjusted free cash flow 65,805 72,165
( 1) Cash outflows for payments of lease liabilities,
excluding lease incentive inflow of £4.0 million.
(#_ftnref1) 1 Net ticket sales is not subject to audit as it is a
non-statutory measure.
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