Locate Technologies Ltd - Half Year Results

Locate Technologies Limited

Company Number 937 11 62

Interim report for the half-year period ended
31 December 2025

Contents

For the half-year period ended 31 December 2025


Consolidated statement of profit or loss and other comprehensive income 3
Consolidated statement of financial position 4
Consolidated statement of changes in equity 5
Consolidated statement of cash flows 6
Notes to the financial statements 7

Consolidated statement of profit or loss and other comprehensive income
For the half-year period ended 31 December 2025

Note 31 Dec 2025 ($) 31 Dec 2024 ($)

Revenue 3,508,646 3,511,553
Finance income 2,334 22,408
Other income 36,765 81,903
Total revenue 3,547,745 3,615,864
Expenses

Marketing expenses (83,429) (144,428)
Employee benefits expense (2,024,260) (2,038,244)
Other expenses 5 (2,520,697) (1,365,150)
Depreciation and amortisation expense (532,670) (700,060)
Finance costs (387,007) (302,430)
Total expenses (5,548,063) (4,550,312)

Loss before income tax expense (2,000,318) (934,448)

Income tax benefit / (expense) - (23)

Loss after income tax expense for the half-year (2,000,318) (934,471)

Other comprehensive income for the half-year,
net of tax
- -

Total comprehensive income attributable to
Members of the Parent entity
(2,000,318) (934,471)


Cents Cents
Earnings per share
(0.8) (0.5)

Consolidated statement of financial position
As at 31 December 2025

Note 31 Dec 2025 ($) 30 Jun 2025 ($)
Assets
Current assets
Cash and cash equivalents 1,604,983 1,945,761
Trade and other receivables 709,802 473,902
Bitcoin 6 1,885,115 1,770,215
Inventory 32,019 25,735
Other current assets 266,271 157,613
Total current assets 4,498,190 4,373,226

Non-current assets
Property, plant and equipment 7 128,526 132,796
Intangible assets 8 3,588,708 3,256,287
Total non-current assets 3,717,234 3,389,083

Total assets 8,215,424 7,762,309

Liabilities
Current liabilities
Trade and other payables 1,820,477 1,226,646
Borrowings 9 4,463,284 43,081
Other current liabilities 10 119,096 84,353
Employee benefits 345,650 304,260
Total current liabilities 6,748,507 1,658,340

Non-current liabilities
Borrowings 9 22,323 3,987,611
Employee benefits 60,714 36,820
Other non-current liabilities 10 433,518 331,162
Total non-current liabilities 516,555 4,355,593

Total liabilities 7,265,062 6,013,933

Net assets 950,362 1,748,376

Equity
Issued capital 11 29,002,670 25,330,125
Reserves 12 2,424,023 2,775,607
Accumulated losses (30,476,331) (26,357,356)
Total equity 950,362 1,748,376

Net tangible assets per share (cents) (1.5) (1.7)

Consolidated statement of changes in equity
For the half year period ended 31 December 2025

Consolidated
Issued
capital ($)
Accumulated
losses ($)
Reserves
($)
Total equity
($)

Balance at 1 July 2025 25,330,125 (26,357,356) 2,775,607 1,748,376

Loss after income tax expense for the
half-year
- (2,000,318) - (2,000,318)
Other comprehensive income for the
half-year, net of tax
- - (19,069) (19,069)
Total comprehensive income for the
half-year
-
(2,000,318) (19,069) (2,019,387)

Transactions with owners in their
capacity as owners:
Foreign currency translation reserve
1,919,519 (2,118,657) 208,891 9,753
Share based payments
- - 99,042 99,042
Cancellation of options
- - (640,448) (640,448)
Issue of ordinary shares
2,291,907 - - 2,291,907
Capital raising costs
(538,881) - - (538,881)
Balance at 31 December 2025
29,002,670 (30,476,331) 2,424,023 950,362


Consolidated
Issued
capital ($)
Accumulated
losses ($)
Reserves
($)
Total equity
($)

Balance at 1 July 2024
22,741,236 (24,943,758) 2,728,658 526,136

Loss after income tax expense for the
half-year
- (934,471) - (934,471)
Other comprehensive income for the
half-year, net of tax
- - - -
Total comprehensive income for the
half-year
- (934,471) - (934,471)

Transactions with owners in their
capacity as owners:
Foreign currency translation reserve
246,136 (269,366) 30,948 7,718
Share based payments
- - 57,597 57,597
Issue of ordinary shares
21,536 - - 21,536
Balance at 31 December 2024 23,008,908 (26,147,595) 2,817,203 (321,484)

Consolidated statement of cash flows
For the half year period ended 31 December 2025



31 Dec 2025 ($) 31 Dec 2024 ($)
Cash flows from operating activities
Receipts from customers (inclusive of GST) 3,646,093 3,477,661
Payments to suppliers and employees (inclusive of GST) (3,912,348) (3,408,295)
Interest received 2,333 22,407
Interest and other finance costs paid (285,572) (151,941)
Receipt from grants 81,903
Income taxes (paid) / received - (23)
Net cash from / (used) in operating activities
(634,424) 21,712
Cash flows from investing activities
Purchase of Bitcoin (452,487) -
Payments for intangibles (600,234) (656,793)
Payments for property, plant and equipment (1,633) (23,951)
Net cash used in investing activities
(1,054,354) (680,744)
Cash flows from financing activities
Proceeds from issue of shares, net of transaction costs 1,630,529 -
Repayment of borrowings
(24,347) (12,686)
Payment of share issue transaction costs
(343,112) -
Net cash used in financing activities 1,263,070 (12,686)
Net (decrease) / increase in cash and cash equivalents (425,708) (671,718)
Cash and cash equivalents at the beginning of the financial half-year 1,945,761 2,258,271
Cash and cash equivalents at the end of the financial half-year 1,604,983 1,586,553

Notes to the financial statements
Note 1 Basis of preparation
On 16 December 2025, Locate Technologies Limited (the Company) acquired 100% of the issued share capital
of Locate Technologies Limited (incorporated in Australia) (the Australian Entity) by way of a one-for-one share
exchange.
The Company was incorporated on 11 September 2025 and completed an initial public offering on the New
Zealand Exchange (NZX) on 3 December 2025. As a result of the share exchange, the Company became the
holding company of the Australian Entity and the consolidated Group was formed.
The condensed interim financial statements comprise the Company and its subsidiaries (the Group) and are
presented for the six-month period ended 31 December 2025, with comparative information for the six-month
period ended 31 December 2024. The condensed interim financial statements, including comparative
information, have been prepared on the assumption that the Group restructure had been implemented for the
entirety of the current and comparative periods.
These condensed interim financial statements have been prepared in accordance with NZ IAS 34 Interim
Financial Reporting and comply with New Zealand Generally Accepted Accounting Practice (NZ GAAP).
The condensed interim financial statements do not include all the information and disclosures required in a full
set of annual financial statements prepared in accordance with New Zealand International Financial Reporting
Standards (NZ IFRS) and should be read in conjunction with the Group’s annual financial statements for the
year ending 30 June 2026.
The accounting policies applied in these condensed interim financial statements are intended to be consistent
with those that will be applied in the Group’s annual financial statements for the year ending 30 June 2026.
The condensed interim financial statements are presented in New Zealand dollars (NZD), which is the functional
and presentation currency of the Company. See note 14 for a condensed consolidated statement of profit or
loss and other comprehensive income for the period presented in Australian dollars (AUD).
The preparation of the condensed interim financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets
and liabilities, income and expenses. Actual results may differ from those estimates. These judgements and
estimates are consistent with those applied in the preparation of the Group’s annual financial statements, in
accordance with the requirements of NZ IAS 34.
Note 2 Business combinations
On 16 December 2025, the Company completed an internal group reorganisation under which the Company
was interposed as the parent entity of the Locate group, with the Australian Entity becoming a wholly owned
subsidiary of the Company.
This transaction was outside the scope of NZ IFRS 3 Business Combinations because it involved entities under
common control. In accordance with NZ IAS 8, the Group applied a predecessor basis of accounting. Assets
and liabilities were recognised at their existing carrying amounts and no goodwill was recognised.
Transaction costs not directly attributable to the issue of equity instruments were expensed as incurred. Costs
directly attributable to the issue of equity instruments were recognised in equity.

Note 3 Going Concern

As at 31 December 2025, the Group had a net current asset deficiency of $2,250,317. During the period, the
Company’s debt facility with Pure Asset Management (Pure)
1
was moved from a non-current to a current liability,
as the facility, which originally had a 4-year term, is scheduled to terminate in November 2026. The Company
has commenced discussions with several financiers for the refinancing of the debt facility.


1
The obligations in relation to the Pure debt facility arose from the operations of the Australian entity prior to its acquisition. The principal
amount owing on the facility is AUD$4,000,000.

Excluding this debt facility (with an accounting balance of $4,371,330 as at 31 December 2025) from current
liabilities, the Group had a net current asset position as at 31 December 2025 of $2,121,013, including a cash
balance of $1,604,983 and Bitcoin with a market value of $1,885,115.

The Directors believe that the going concern basis of preparation remains appropriate and have prepared the
financial statements on this basis. The Group’s ability to continue its normal operations into the foreseeable
future is contingent on:
• Achieving projected revenue growth through the continued success of the Locate2u sales team, and in
particular the ability to secure new Enterprise customers for Locate2u, whilst stabilising the recent
revenue declines for the Zoom2u business;
• Managing and controlling operating costs;
• Generating positive cash flow from operations;
• Meeting its covenants in relation to the Pure debt facility; and
• Successfully refinancing the Pure debt facility prior to its termination in November 2026.

If the Group is unable to achieve these objectives, the going concern basis may no longer be appropriate. As a
result, the Group may have to realise its assets and extinguish its liabilities, other than in the ordinary course of
business, with amounts realised being different from those disclosed in the financial report. No allowance for
such circumstance has been made in the financial report.

The financial report has been prepared on a going concern basis as the Directors are confident that the above
objectives will be met. In addition, if these objectives are not met, the Group has access to a range of equity
and debt-raising possibilities to support its operations and ensure the continued viability of the Group. In
particular, the Company has an established At-the-Market (ATM) facility, which provides the ability to
progressively raise capital through the equity market in an efficient and flexible manner, subject to market
conditions. This facility allows the Company to potentially access funding as required without the need for a
single, large capital raising, thereby reducing execution risk and potential dilution. Consequently, the Directors
believe the Group has the ability to continue its normal operations into the foreseeable future.

Note 4 Operating segments

The consolidated entity derives revenue from contracts with its clients through its two operating segments:
• Zoom2u and 2u Enterprises; and
• Locate2u.

Zoom2u and 2u Enterprises provide delivery and tracking services to customers via an internally developed
platform which allows customers to arrange for the delivery of items which are allocated to the closest driver.
Fees earned include a fixed booking fee charged to some customers and a platform fee charged to drivers. This
segment also includes other revenue from the Shred2u business, ad hoc web development services and
bespoke distribution operations.

Locate2u derives most of its revenue from clients paying a monthly subscription fee for access to the Locate2u
SaaS product which allows clients to manage their own portfolio of drivers and optimise delivery routes. The
Talcasoft business is included in the Locate2u segment.

These operating segments are based on the internal reports that are reviewed and used by the Board of
Directors (who are identified as the Chief Operating Decision Makers (CODM)) in assessing performance and
in determining the allocation of resources. There is no aggregation of operating segments. The CODM reviews
revenue and net profit / (loss) before tax.

The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the
financial statements. The information reported to the CODM is reported on a monthly basis. The CODM does

not regularly review segment assets and segment liabilities. Refer to the statement of financial position for
Group assets and liabilities.

Operating segment information


Zoom2u and 2u
Enterprises
Locate2u Total

31 Dec
2025 ($)
31 Dec
2024 ($)
31 Dec
2025 ($)
31 Dec
2024 ($)
31 Dec
2025 ($)
31 Dec
2024 ($)

Revenue from
external customers
1,626,427 2,054,746 1,882,219 1,456,807 3,508,646 3,511,553
Segment result 899,971 1,084,568 (278,190) (897,107) 621,781 187,461

Unallocated
corporate expenses
(2,237,426) (841,887)
Net finance costs (384,673) (280,022)
Net loss before tax (2,000,318) (934,448)


Note 5 Other expenses


31 Dec 2025 ($)
31 Dec 2024 ($)
Cost of sales - 2u Enterprises 14,475 109,038
Cost of sales - Locate2u and Talcasoft 138,082 91,638
Merchant fees and credit checks 39,916 44,671
Consulting and professional fees 740,341 109,538
Office and related expenses 93,383 88,996
Bitcoin revaluation loss 451,257 -
Telecommunications and internet expenses 383,299 108,601
Software and subscription expenses 241,628 469,853
Insurance 100,903 114,877
Sundry expenses 317,413 227,938
Total other expenses 2,520,697 1,365,150

Note 6 - Bitcoin


31 Dec 2025
($)
30 Jun 2025
($)
Opening Balance 1,770,215 -
Purchases
1
452,487 1,751,146
Revaluation
2
(337,587) 19,069
Closing balance 1,885,115 1,770,215

1. During the year ended 30 June 2025, the Company acquired 10.1 Bitcoin at an average price (including transaction fees) of
A$161,195 In the half year ended 31 December 2025, the Company acquired 2.21 Bitcoin at an average price (including transaction
fees) of A$182,190
2. As the Group’s Bitcoin holding up to 31 December 2025 was acquired in Australian dollars, whilst the financial statements are
presented in New Zealand dollars, the fair value of Bitcoin at each reporting date is translated into New Zealand dollars using the spot
exchange rate at that date, with movements arising from both changes in Bitcoin prices and foreign currency exchange rates reflected
in the revaluation of the asset in accordance with NZ IAS 38 and NZ IAS 21 “The Effects of Changes in Foreign Exchange Rates”.

Accounting for Bitcoin

Bitcoin uses an open-source software-based online system where transactions are recorded in a public ledger
(blockchain) using its own unit of account. Bitcoin is an emerging technology and asset class, and as such there
are no specific accounting standards that cover the treatment, rather Bitcoin is assessed by applying existing
accounting standards in conjunction with guidance released by the accounting standard setting bodies such as
the IASB.

Accounting Framework

The Group considers that the accounting treatment of Bitcoin is governed by NZ IAS 38 'Intangible Assets'.
Bitcoin is classified as an intangible asset due to its lack of physical substance and its ineligibility to be
recognised as a financial asset under NZ IFRS 9. It does not give rise to a contractual right to receive cash or
another financial asset, nor does it constitute inventory under NZ IAS 2 as it is not held for sale in the ordinary
course of business. Accordingly, the Group recognises Bitcoin as an intangible asset with an indefinite useful
life.

Initial Recognition and Measurement

In accordance with NZ IAS 38, intangible assets acquired separately are measured initially at cost. Cost is
defined under NZ IAS 38 as the purchase price plus any directly attributable costs of preparing the asset for its
intended use. Given this definition, the Group has capitalised transaction fees associated with the acquisition
of Bitcoin. This treatment reflects the direct nature of the fees in securing ownership of the digital asset.

Subsequent Measurement and Impairment

After initial recognition at cost, NZ IAS 38 allows an entity to choose either the cost model or the revaluation
model for subsequent measurement of intangible assets. Under the cost model, intangible assets with finite
useful lives are carried at cost less accumulated amortisation and impairment losses. However, intangible
assets with indefinite useful lives, such as Bitcoin, are not amortised, but are instead tested for impairment
annually. Under the revaluation model, intangible assets with indefinite useful lives, such as Bitcoin, are carried
at a revalued amount (i.e., fair value at the date of revaluation). They are not amortised but are tested for
impairment annually or more frequently if indicators of impairment exist.

Active market

The revaluation model under NZ IAS 38 may only be applied to an intangible asset if there is an active market
for that asset. While NZ IAS 38 does not define the term explicitly, the concept is addressed in NZ IFRS 13
Appendix A, which defines an active market as “a market in which transactions for the asset or liability take
place with sufficient frequency and volume to provide pricing information on an ongoing basis.” The Group

considers this definition appropriate for assessing the eligibility of Bitcoin for revaluation treatment. Given the
high trading volumes, homogeneity of Bitcoin units, and publicly observable prices across multiple major
exchanges, the Group has concluded that an active market exists for its Bitcoin holdings in accordance with this
standard.

Based on these considerations, the Group has elected to apply the revaluation model for subsequent
measurement of its Bitcoin holdings, as permitted by NZ IAS 38. This policy choice requires the asset’s carrying
value to be updated to fair value at each reporting date.

Fair value is determined with reference to the active market price of Bitcoin, as quoted on Google Finance,
which the Group uses as a proxy for the principal market price, consistent with NZ IAS 38’s guidance on fair
value measurement for assets traded in active markets.

Accounting for Bitcoin under the Revaluation Model

At each reporting date, Bitcoin is re-measured to its current fair value. Any increase in carrying amount
compared to the previous balance is recorded as a revaluation gain in Other Comprehensive Income (OCI) and
accumulated in a revaluation surplus within equity. However, if an increase in carrying amount occurs, the
increase shall be recognised in profit or loss to the extent that it reverses a revaluation decrease of the same
asset previously recognised in profit or loss.

This means that under the revaluation model, subsequent recoveries in Bitcoin’s value can be reflected in the
accounts – in contrast to the cost model, under which any impairment loss on an indefinite-life intangible cannot
be reversed in profit or loss once recognized.

If Bitcoin’s carrying amount is decreased as a result of a revaluation, and if there is an existing credit balance
in the revaluation surplus for Bitcoin, the decrease is first charged against that surplus (i.e. recorded in OCI) to
the extent of the surplus, with only any excess drop beyond the surplus recognized in profit or loss.

This approach aligns with NZ IAS 38’s revaluation model mechanics and ensures that upward revaluations
generally bypass profit or loss (unless reversing a prior drop), while downward revaluations impact earnings
only after any offset against past revaluation gains.

Balance sheet classification

Management has classified Bitcoin as a current asset to reflect its liquidity, being readily convertible to cash
within the normal operating cycle or within 12 months without significant financial penalty. Bitcoin is viewed by
management as forming part of the Group's treasury function, as it can be sold and converted to cash to facilitate
operations, where required. Presenting Bitcoin as a current asset provides users of the financial statements
with a clearer understanding of the Group's ability to meet its short-term obligations

Note 7 Property, plant and equipment

Consolidated
31 Dec 2025 ($) 30 Jun 2025 ($)

Motor vehicles
At cost 83,517 77,634
Accumulated depreciation (24,615) (18,402)
58,902 59,232
Office equipment
At cost 64,679 60,123
Accumulated depreciation (34,111) (28,519)
30,568 31,604
Computer equipment
At cost 130,597 119,833
Accumulated depreciation (91,541) (77,873)
39,056 41,960
Total property, plant and equipment 128,526 132,796



Note 8 Intangible assets

31 Dec 2025 ($) 30 Jun 2025 ($)
Goodwill - at cost 490,003 455,486



Customer list – at cost 877,488 815,677
Accumulated amortisation (708,297) (630,809)
Net carrying value 169,191 184,868



Software acquired – at cost 1,730,739 1,608,822
Accumulated amortisation (1,654,646) (1,500,403)
Net carrying value 76,093 108,419



Developed software – at cost 4,824,444 3,909,470
Accumulated amortisation (2,031,234) (1,462,402)
Net carrying value 2,793,210 2,447,068



Trademarks – at cost 218,528 203,134
Accumulated amortisation (158,317) (142,688)
Net carrying value 60,211 60,446



Total intangible assets 3,588,708 3,256,287

Note 9 Borrowings

31 Dec 2025 ($) 30 Jun 2025 ($)
Borrowing - current


Borrowings – Insurance premium funding 79,554 16,476
Borrowings – Lease finance 12,401 26,606
Pure - Loan facility 4,633,600 -
Fair value of attaching warrants
1
(668,056)
-
Transaction costs
1
(163,882)
-
Amortisation of finance component
2
569,667 -
Total current borrowings 4,463,284 43,082



Borrowing – non-current


Borrowings – Lease finance 22,323 27,135
Pure - Loan facility
-
4,307,200
Fair value of attaching warrants
1

-
(620,997)
Transaction costs
1

-
(152,338)
Amortisation of finance component
2
-
426,610
Total non-current borrowings 22,323 3,987,610



Total Borrowings 4,485,607 4,030,692

1. The fair value of long term borrowings provided by Pure are based on cash flows discounted using an effective market discount rate
available to the Group. The fair values of attaching warrants (A$576,706) and transaction costs (A$141,473) have been capitalised
and are to be amortised over the life of the borrowings, which in effect discounts the face value of the borrowings of A$4,000,000. The
effective interest rate method is a method of calculating the amortised cost of a financial liability and allocating interest expense over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected
life of the financial liability. The repayment date of the loan is 7 November 2026 and a fixed interest rate of 9.95% per annum applies.
2. Pursuant to NZ IFRS 9 Financial Instruments, the payment of the royalty to Pure (see note 10) represents a substantial modification
of the terms of the existing liability and requires the original financial liability to be extinguished and a new financial liability to be
recognised. Upon recognition of the new loan, a loss on extinguishment of the existing loan of A$55,123 was recognised in the
amortisation of the finance component, together with interest accrued to 31 December 2025 of A$436,648.

Note 10 Other liabilities


31 Dec 2025 ($) 30 Dec 2024 ($)
Current
Royalty payable 101,844 84,353
Deferred revenue - Government grants 17,252 -
Other current liabilities 119,096 84,353
Non-Current


Royalty payable 390,389 331,162
Deferred revenue - Government grants 43,129 -
Other non-current liabilities 433,518 331,162
Following a ‘review event’ being identified in relation to the EBITDA covenant contained in the Pure Facility
Agreement an agreement was executed on 25 July 2023, which resulted in new EBITDA covenants under the
Facility Agreement and royalty payments, calculated as 2.5% of Locate2u revenues, capped at AUD$750,000

to be paid to Pure quarterly. Pursuant to NZ IFRS 9 , Financial Instruments, the payment of the royalty to Pure
represented a substantial modification of the terms of the existing liability.
In a substantial modification scenario, any fees between the borrower and the lender are required to be
expensed as part of the gain/loss on extinguishment. The amount included in royalty payable as at 31 December
2025 is the amount remaining to be paid to Pure pursuant to the Royalty (AUD $603,517) which has been
discounted to a value of AUD $
424,925 (NZD$ 492,233) in accordance with NZ IFRS 9 , Financial Instruments.
Note 11 Issued capital


31 Dec 2025
(Shares)
30 Jun 2025
(Shares)
31 Dec 2025
($)
30 Jun 2025
($)

Ordinary shares - fully paid
297,643,833 232,328,937 29,002,670 25,330,125


The holders of ordinary shares are entitled to participate in dividends and the proceeds on winding up of the
Company. On a show of hands at a meeting of the Company, each holder of ordinary shares has one vote in
person or by proxy and upon a poll each share is entitled to one vote.

Note 12 Reserves
Note 31 Dec 2025 ($) 30 Jun 2025 ($)

New employee share option plan (a) 2,142,291 1,982,739
2024 employee share option plan (b) 214,638 125,164
Warrants reserve (c) - 595,334
Options reserve (d) 57,341 53,302
Revaluation reserve
- 19,069
Foreign exchange movement
9,753 -
Total 2,424,023 2,775,607

Prior to its IPO, the Company entered into option sale and purchase agreements with each holder of Options
pursuant to which it agreed to acquire all of the vested and unvested Options held by the relevant holder in the
Australian Entity in exchange for the issue of the same number of Options to acquire shares in the Company,
on generally equivalent terms. Upon acquisition of Options, the Company forfeited the Options acquired by it.
The issue of the Options occurred immediately following the acquisition of the Australian Entity.

(a) New Employee Share Option Plan

The Company has established an equity-based long-term employee option plan (New ESOP) to assist in the
attraction, motivation, retention and reward of key management personnel, and other eligible employees. Under
the rules of the New ESOP, the Board has a discretion to offer options to acquire shares (New Options) to senior
management, Directors or other nominated key employees subject to service-based conditions and/or
performance hurdles.

At the time of the initial public offering of the Australian Entity on the Australian Securities Exchange in 2021, a
number of options were issued to eligible participants. These New Options are fully vested, carry no dividend
or voting rights, and are exercisable into one ordinary share for a fixed period, expiring in September 2026.

Other New Options, once vested, remain exercisable for a period of 60 or 72 months from the issue date of the
options originally issued by the Australian Entity. New Options are granted under the plan for no consideration
and carry no dividend or voting rights. When exercisable each New Option is convertible into one ordinary
share.

The expense related to the New ESOP is included within employee benefit expense in the consolidated
statement of profit or loss and other comprehensive income.


As at 31 December 2025, 14,702,330 New Options granted to eligible employees under the New ESOP are
unexercised. 5,550,000 New Options have an exercise price of either $0.216 or $0.218 per share, 493,896
New Options have an exercise price of $0.377 per share, 7,408,434 have an exercise price of $0.207 per share
and 1,250,000 New Options have an exercise price of $0.13 per share.

(b) 2024 Employee Share Option Plan

The Company has established a new equity-based long-term employee option plan (2024 ESOP) to assist in
the attraction, motivation, retention and reward of key management personnel, and other eligible employees.
Under the rules of the 2024 ESOP, the Board has a discretion to offer options to acquire shares (2024 Options)
to senior management, Directors or other nominated key employees subject to service-based conditions and/or
performance hurdles. Once vested, the 2024 Options remain exercisable for a period of 60 months from the
issue date of the options originally issued by the Australian Entity. 2024 Options are granted under the plan for
no consideration and carry no dividend or voting rights. When exercisable each 2024 Option is convertible into
one ordinary share.


The expense related to the 2024 ESOP is included within employee benefit expense in the consolidated
statement of profit or loss and other comprehensive income.


As at 31 December 2025, 16,050,000 Options had been granted to eligible employees under the 2024 ESOP.
14,850,000 options with an exercise price of $0.149 per share and 1,200,000 options with an exercise price of
$0.114 remain unexercised.

(c) Warrants reserve
The proceeds received on issue of the Pure loan facility were allocated into a liability and equity component.
The amount initially attributed to the debt component equaled the discounted cashflows using a market rate of
interest that would be payable on a similar debt instrument that does not include an option to convert.
Subsequently the debt component was accounted for as a financial liability measured at amortised cost until
extinguished on maturity.
The remainder of the proceeds were allocated to the conversion option and were recognised in the "Warrant
Reserve" within shareholders' equity, net of income tax.
Subsequent to initial recognition, the warrants were cancelled following approval by shareholders at an
Extraordinary General Meeting of the Australian Entity held on 13 August 2025. In accordance with the terms
approved at the meeting, a total of 19,000,000 warrants were cancelled in consideration for the issue of
7,537,204 fully paid ordinary shares to Pure. As a result of the cancellation, the balance previously recognised
in the Warrant Reserve was transferred to retained earnings, with no impact on profit or loss.

(d) Options Reserve

On 11 March 2025, the Australian Entity announced that it has received binding commitments from wholesale
investors to subscribe for an aggregate 7,142,856 ordinary shares at a price of A$0.07 per ordinary share to
raise A$500,000 via a Placement.

For every two new shares issued in the Placement, investors received one free-attaching option with an exercise
price of A$0.09, and an expiry date of 10 September 2026 (“Investor Options”). A total of 3,571,428 Investor
Options were granted to participants in the Placement with exercise prices of either $0.097 or $0.099 per share
and all remain unexercised.

Note 13 Contingent liabilities

The consolidated entity had no contingent liabilities as at 31 December 2025.

Note 14 Consolidated statement of profit or loss and other comprehensive income for the period
presented in AUD


31 Dec 2025
(AUD$)
31 Dec 2024
(AUD$)

Revenue 3,122,125 3,192,607
Finance income 2,076 20,372
Other income 32,715 74,464
Total revenue 3,156,916 3,287,443
Expenses

Marketing expenses (74,238) (131,310)
Employee benefits expense (1,801,264) (1,853,113)
Other expenses (2,189,840) (1,237,621)
Depreciation and amortisation expense (473,991) (636,475)
Finance costs (344,372) (274,961)
Total expenses (4,883,705) (4,133,480)

Loss before income tax expense (1,726,789) (846,037)

Income tax benefit / (expense) - (21)

Loss after income tax expense for the half-year (1,726,789) (846,058)

Other comprehensive income for the half-year, net of tax - -

Total comprehensive income attributable to Members of the
Parent entity
(1,726,789) (846,058)


Note 15 Events after the reporting period

There has been no matter or circumstance that has arisen since 31 December 2025 that has significantly
affected or may significantly affect the consolidated entity’s operations, the results of those operations, or the
group’s state of affairs in future financial years.


The financial statements presented in this Interim Report are unaudited.

---

Locate Technologies Limited (NZX:LOC)
Company Number 937 11 62
Review of operations
For the half-year ended 31 December 2025
Principal activities
During the half-year ended 31 December 2025, the principal continuing activities of the
consolidated entity consisted of:
● Zoom2u: a delivery technology platform connecting customers with drivers for fast delivery
services; and
● Locate2u: a software as a service (SaaS) product for delivery and services business
During the half-year, the Group continued to execute on its strategy of scaling recurring SaaS
revenues, positioning the Company for long-term sustainable growth. Throughout the period, the
Group maintained a strong focus on cost discipline, with the introduction of AI-enabled processes
providing opportunities for improved efficiency. The successful completion of the Company’s NZX
listing and group reorganisation has established a solid platform from which to support future
growth and expansion.
The loss after income tax expense for the consolidated entity for the half-year ended 31 December
2025 amounted to $2,000,318 (31 December 2024: $934,471). A reconciliation of loss after income
tax to Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA
1
) and normalised
EBITDA
2
is set out below
Consolidated
31 Dec 2025 ($) 31 Dec 2024 ($)

Loss after tax (2,000,318) (934,471)
Add: Finance costs 387,007 302,430
Add: Depreciation and amortisation 532,670 700,060
Add: Income tax expense - 23
Less: Finance and interest income (2,334) (22,408)
EBITDA (1,082,975) 45,634
Add: Transaction costs 608,275 -
Add: Unrealised Bitcoin revaluation loss 451,257 -
Normalised EBITDA (23,443) 45,634

1
EBTIDA is a non-IFRS measure that is presented to provide an understanding of the performance of the Group’s operations. In the
opinion of the Directors, the Group’s EBTIDA reflects the results generated from ongoing operating activities. The non-IFRS financial
information is unaudited.
2
Normalised EBITDA adjusts EBITDA for non-recurring transaction costs and non-cash fair value movements in the value of Bitcoin that
are not reflective of the Group’s underlying operating performance.

Group revenue for the half-year ended 31 December 2025 was $3,508,646, broadly consistent with
the prior corresponding period (“pcp”) revenue of $3,511,553. Group revenue stability was achieved
from growth in the Group’s Locate2u SaaS revenues being offset by lower activity on the Zoom2u
platform.
Locate2u recorded revenue for the half-year ended 31 December 2025 of $1,882,219, representing
growth of approximately 29% over the pcp revenue of $1,456,807.
This growth was primarily driven by continued expansion within existing enterprise customers
together with new customer wins. The Locate2u segment recorded a segment loss of $278,190, a
significant improvement on the pcp loss of $897,107, reflecting improved operating leverage as
revenues scale.
The revenue of the Zoom2u business segment (which includes the Zoom2u platform and 2u
Enterprises) for the half-year ended 31 December 2025 was $1,626,427, compared with
$2,054,746 in the pcp.
The Zoom2u courier platform continued to be impacted by subdued consumer demand and
competitive pricing conditions. Despite lower revenues, the segment remained profitable at the
operating level, delivering a segment result of $899,971 (pcp: $1,084,568), reflecting continued
discipline on direct operating costs.
Employee benefits expense for the period was $2,024,260, broadly consistent with the pcp
($2,038,244), reflecting stable headcount across the Group. Marketing expenses declined to
$83,429 from $144,428 in the pcp, consistent with the Group’s continued focus on targeted, ROI-
driven marketing activity.
Other expenses increased to $2,520,697 (pcp: $1,365,150), primarily due to higher professional
fees associated with the NZX IPO and group restructure, increased telecommunications and
platform operating costs, and the recognition of an unrealised Bitcoin revaluation loss of $451,257
during the period.
Depreciation and amortisation expense decreased to $532,670 from $700,060 in the pcp, reflecting
the continued amortisation of certain intangible assets acquired as part of the Local Delivery and
Talcasoft acquisitions, resulting in those assets being amortised to a nil carrying value.
Finance costs increased to $387,007 (pcp: $302,430), largely due to effective interest rate
accounting applied to the Pure debt facility, together with a reassessment of the accounting value
of the royalty liability owed to Pure.
As at 31 December 2025, the Group had a cash balance of $1,604,983 (30 June 2025: $1,945,761)
and Bitcoin holdings with a market value of $1,885,115 (30 June 2025: $1,770,215).
The Directors remain confident in the Group’s strategy, particularly the continued scaling of
Locate2u’s recurring SaaS revenues, optimisation of the Zoom2u business, and disciplined
treasury and capital management.