What did Locate Technologies Limited announce?
Locate Technologies Limited (NZX: LOC) filed “Locate Technologies – Annual Report 2026” with NZX on 29 September 2026, as an annual report announcement.
- Which company?
- Locate Technologies Limited (NZX: LOC)
- When was it filed?
- 29 September 2026
- Where is the original?
- NZX announcement
Locate Technologies – Annual Report 2026
SECTION · FINANCIAL STATEMENTSNZX: LOC
FOR THE YEAR ENDED 30 JUNE 2026
ANNUAL
FINANCIAL
STATEMENTS
Locate Technologies Limited. NZX: LOC · Company number 9371162 · Presented in New
Zealand dollars (NZD).
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026FINANCIAL STATEMENTS
Contents
Independent auditor's report
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Authorisation for issue
Notes to the consolidated financial statements
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026FINANCIAL STATEMENTS · 2
Grant Thornton New Zealand Audit Limited
Level 15, Grant Thornton House
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PO Box 10712
Wellington 6140
T +64 4 474 8500
www.grantthornton.co.nz
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to one or more member firms, as the context requires. In the New Zealand context only, the use of the term ‘Grant Thornton’ may refer
to Grant Thornton New Zealand Limited and its New Zealand related entities. Grant Thornton International Limited (GTIL) and the
member firms, including Grant Thornton New Zealand, are not a worldwide partnership. GTIL and each member firm are separate legal
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grantthornton.co.nz
To the Shareholders of Locate Technologies Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Locate Technologies Limited and its controlled subsidiaries (“the
Group”) on pages 7 to 47 which comprise the consolidated statement of financial position as at 30 June 2026, and the
consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including
material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position
of the Group as at 30 June 2026 and its financial performance and cash flows for the year then ended in accordance with New
Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting
Standards Board and IFRS Accounting Standards issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New
Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of
the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners
(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Material Uncertainty Related to Going Concern
We draw attention to Note 3 to the consolidated financial statements which indicates that the Group is required to refinance or
restructure the $AUD4,000,000 Pure Asset Management facility which is scheduled to mature on 7 November 2026. As stated
in Note 3, these events or conditions, along with the other matters set forth in Note 3, indicate that a material uncertainty exists
that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Independent Auditor’s Report
Why the audit matter is significant How our audit addressed the key audit matter
Revenue Recognition
Revenue recognition was a key audit matter due to the
significance of revenue to the Group and the judgement
involved in the application of NZ IFRS 15 across the
Group's various revenue streams.
As disclosed in Note 5, the Group derives revenue from
software subscriptions, implementation and onboarding
fees, delivery marketplace activities, shredding services,
hardware sales and other service arrangements.
During the year, management reassessed the accounting
treatment applied to implementation and onboarding fees
and concluded that these activities do not represent a
distinct performance obligation and should therefore be
recognised over the expected customer life, rather than
upfront.
The determination of performance obligations, revenue
recognition patterns, the expected customer life involve
significant management judgement and therefore this
matter was considered a key audit matter.
Our procedures, amongst others, included:
• evaluating management's assessment of
performance obligations across the Group's
significant revenue streams and the resulting
timing of revenue recognition;
• assessing management's conclusion that
implementation and onboarding activities do not
represent distinct performance obligations and
therefore should be recognised over the expected
customer relationship period;
• evaluating the reasonableness of the expected
customer life used to recognise implementation fee
revenue over (along with the associated capitalised
contract costs); and
• assessing the adequacy of the related financial
statement disclosures.
Capitalisation of development costs
As disclosed in Note 19, the Group recognised developed
software and development in progress with a carrying
value of approximately $NZD2.999 million at 30 June
2026. The Group capitalised significant development
expenditure during the year relating to its core technology
platforms, including Locate2u, Zoom2u and associated
software applications.
The Group operates technology-based platforms and
incurs significant expenditure on software development
activities. Determining whether development expenditure
satisfies the recognition criteria of NZ IAS 38 Intangible
Assets requires significant judgement, particularly in
assessing whether projects are expected to generate
future economic benefits, whether expenditure relates to
development rather than maintenance or support
activities, and whether employee and contractor costs are
directly attributable to qualifying development projects.
Given the significance of the balance and the judgement
involved in determining expenditure eligible for
capitalisation, this matter was considered a key audit
matter.
Our procedures, amongst others, included:
• evaluating management's application of the NZ IAS
38 recognition criteria to significant development
projects;
• assessing whether expenditure capitalised during
the year related to activities expected to generate
future economic benefits and satisfied the
requirements for recognition as an intangible asset;
• assessing management's methodology and
assumptions used to determine the proportion of
employee and contractor costs attributable to
qualifying development activities; and
• assessing the adequacy of the related financial
statement disclosures.
Why the audit matter is significant How our audit addressed the key audit matter
Impairment of Goodwill and Other Intangible Assets
As disclosed in Notes 2 and 19, the Group held goodwill
of approximately $NZD393,000 and intangible assets of
approximately $NZD3.2 million at 30 June 2026.
During the year, management recognised an impairment
loss of approximately $NZD116,000 against goodwill
allocated to the Freight Match cash-generating unit.
NZ IAS 36 Impairment of Assets requires goodwill to be
tested annually for impairment. In addition, it also
requires impairment testing where indicators of
impairment exist. The loss in the current year (coupled
with prior year losses) is an indicator of impairment.
Where assets are required to be tested for impairment,
the recoverable amount is compared to the carrying
values. Determining recoverable amounts requires
significant judgement in relation to future cash flows,
expected financial performance, discount rates and the
identification of appropriate cash-generating units.
Given the significance of the balances involved, together
with the estimation uncertainty inherent in forecasting
future cash flows and determining recoverable amounts,
this matter was considered a key audit matter.
Our procedures, amongst others, included:
• evaluating management's determination of cash-
generating units and the allocation of goodwill and
intangible assets to those units;
• assessing the reasonableness of key assumptions
used in the impairment assessments, including
forecast cash flows, growth assumptions and
discount rates;
• comparing forecast information used in the
impairment models to Board-approved budgets
and other supporting evidence;
• assessing the adequacy of the related financial
statement disclosures.
Other Matter
The consolidated financial statements of the Group for the year ended 30 June 2025 were audited by another auditor who
expressed an unmodified opinion on those financial statements on 26 August 2025.
Information Other than the Financial Statements and Auditor’s Report thereon
The Directors are responsible for the Annual Report. The Annual Report is expected to be made available to us after the date
of this auditor's report.
Our opinion on the consolidated financial statements does not cover the Annual Report and we do not express any form of
audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the Annual Report when it
becomes available and, in doing so, consider whether the Annual Report is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude there is a material misstatement therein, we are required to communicate the
matter to those charged with governance and request that they correct the report.
Directors’ responsibilities for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial
statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New
Zealand Accounting Standards Board and IFRS Accounting Standards, and for such internal control as the Directors
determine is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (NZ) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located on the External
Reporting Board’s website at: https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1/
Restriction on use of our report
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might
state to the Company’s shareholders, as a body, those matters which we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Company and its shareholders, as a body, for our audit work, for this report or for the opinion we have formed.
Grant Thornton New Zealand Audit Limited
B Smith
Partner
Wellington
30 September 2026
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2026
NOTEJUN 2026 NZ$JUN 2025 NZ$
Revenue57,086,8906,571,376
Other income546,555103,589
Employee benefits expense7(3,834,958)(4,091,296)
Depreciation, amortisation and impairment18 / 19(1,291,763)(1,182,626)
Other expenses8(4,783,068)(2,808,754)
Operating loss(2,776,344)(1,407,712)
Finance income63,81932,078
Finance costs6(780,948)(615,778)
Loss before income tax(3,553,474)(1,991,412)
Income tax (expense) / benefit10—(41)
Loss for the year(3,553,474)(1,991,453)
OTHER COMPREHENSIVE INCOME
Foreign currency translation differences22138,306—
Bitcoin revaluation17 / 22(20,528)19,420
Total comprehensive loss for the year(3,435,696)(1,972,033)
EARNINGS PER SHARE (CENTS)
Basic loss per share9(1.30)(1.01)
Diluted loss per share9(1.30)(1.01)
These financial statements should be read in conjunction with the accompanying notes.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 7
Consolidated statement of financial position
As at 30 June 2026
NOTEJUN 2026 NZ$JUN 2025 NZ$
CURRENT ASSETS
Cash and cash equivalents121,165,7911,945,763
Trade and other receivables16737,439473,902
Bitcoin171,266,7901,770,215
Inventory26,01025,734
Other current assets16182,650157,613
Total current assets3,378,6794,373,227
NON-CURRENT ASSETS
Property, plant and equipment18107,660132,796
Intangible assets and goodwill193,634,8683,256,286
Other non-current assets1655,550—
Total non-current assets3,798,0783,389,083
Total assets7,176,7587,762,310
CURRENT LIABILITIES
Trade and other payables201,686,3081,226,644
Borrowings144,739,04143,082
Other current liabilities2018,11784,353
Employee benefits11382,632304,260
Total current liabilities6,826,0971,658,339
NON-CURRENT LIABILITIES
Borrowings1415,9333,987,610
Employee benefits1170,78936,820
Other non-current liabilities20289,884331,161
Total non-current liabilities376,6064,355,591
Total liabilities7,202,7026,013,930
Net assets(25,945)1,748,380
EQUITY
Issued capital2126,823,92124,652,765
Reserves222,316,2842,726,078
Foreign currency translation reserve221,281,5461,143,240
Accumulated losses(30,447,696)(26,773,703)
Total equity(25,945)1,748,380
These financial statements should be read in conjunction with the accompanying notes.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 8
Consolidated statement of changes in equity
For the year ended 30 June 2026
YEAR ENDED 30 JUNE 2026
ISSUED CAPITALRESERVESACCUMULATED
LOSSES
TOTAL
Balance at the start of the year24,652,7653,869,318(26,773,703)1,748,380
Other movements in accumulated losses——(120,519)(120,519)
Loss for the year——(3,553,474)(3,553,474)
Foreign currency translation differences—138,306—138,306
Bitcoin revaluation—(20,528)—(20,528)
Total comprehensive income for the year—117,778(3,553,474)(3,435,696)
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS
Share based payments—218,320—218,320
Cancellation of options—(607,586)—(607,586)
Issue of ordinary shares2,688,802——2,688,802
Issue of options————
Capital raising costs(502,180)——(502,180)
On-market buyback(15,465)——(15,465)
Balance at the end of the year26,823,9213,597,830(30,447,696)(25,945)
YEAR ENDED 30 JUNE 2025
ISSUED CAPITALRESERVESACCUMULATED
LOSSES
TOTAL
Balance at 1 July 202421,718,2063,773,135(24,964,483)526,858
Loss for the year——(1,991,453)(1,991,453)
Other comprehensive income—19,420—19,420
Total comprehensive income for the year—19,420(1,991,453)(1,972,033)
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS
Foreign currency translation reserve—7,969—7,969
Share-based payments—196,779—196,779
Cancellation of options—(182,233)182,233—
Issue of ordinary shares3,142,632——3,142,632
Issue of options(54,247)54,247——
Capital raising costs(153,826)——(153,826)
Balance at 30 June 202524,652,7653,869,318(26,773,703)1,748,380
These financial statements should be read in conjunction with the accompanying notes.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 9
Consolidated statement of cash flows
For the year ended 30 June 2026
NOTEJUN 2026 NZ$JUN 2025 NZ$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)7,600,0457,387,749
Payments to suppliers and employees (inclusive of GST)(6,695,388)(7,180,623)
Interest received3,73232,078
Finance costs paid(572,939)(528,250)
Receipt from grants—103,589
Income taxes paid—(41)
Net cash from / (used in) operating activities335,449(185,498)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Bitcoin17(466,740)(1,783,346)
Payment for intangibles19(1,199,542)(1,249,170)
Purchase of property, plant and equipment18(10,614)(32,481)
Net cash used in investing activities(1,676,897)(3,064,997)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares (net of costs)580,3113,005,837
Proceeds from / (repayment of) borrowings(206,728)(25,296)
Payments for share buy-back of ordinary shares(15,008)—
Net cash from financing activities358,5742,980,540
Net increase / (decrease) in cash(982,873)(269,954)
Cash and cash equivalents at beginning of year1,945,7632,210,843
Effect of exchange rate changes on cash202,9014,874
Cash and cash equivalents at end of year121,165,7911,945,763
These financial statements should be read in conjunction with the accompanying notes.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 10
Authorisation for issue
The Board of Directors authorised these consolidated financial statements for issue on 29 September 2026. They are signed on
behalf of the Board by:
Stephen Orenstein
Director
29 September 2026
Drew Kelton
Director
29 September 2026
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 11
Notes to the consolidated financial statements
Note 1 — Basis of preparation
REPORTING ENTITY
Locate Technologies Limited (the Company) is a for-profit company incorporated and domiciled in New Zealand, registered
under the Companies Act 1993 and listed on the NZX Main Board. It is an FMC reporting entity under Part 7 of the Financial
Markets Conduct Act 2013. These consolidated financial statements comprise the Company and its subsidiaries (the Group).
FORMATION OF THE GROUP
The Company was incorporated on 11 September 2025 and listed on the NZX Main Board on 3 December 2025. On 16
December 2025 it acquired 100% of Locate Technologies Limited (ACN 636 364 246), a company incorporated in Australia and
until then listed on the ASX (the Australian Entity), under a scheme of arrangement in which each shareholder of the Australian
Entity received one ordinary share in the Company for each share held. Immediately after the exchange the Company was
owned by the same shareholders, in the same proportions, as had owned the Australian Entity immediately before it, and the
Company had no operations of its own.
The reorganisation put a new parent company above an existing group. The shareholders, and the businesses they own, did not
change. It is a combination of entities under common control and is outside the scope of NZ IFRS 3, so the Directors selected an
accounting policy for it under NZ IAS 8 and adopted the predecessor, or book value, method. The consolidated financial
statements are presented as a continuation of the Australian Entity’s consolidated financial statements. The assets and
liabilities of the Australian Entity and its subsidiaries are carried at the amounts at which they stood immediately before the
reorganisation. No fair value adjustments are made and no goodwill is recognised. The issued capital and reserves of the Group
are those of the Australian Entity carried forward; as the shares were exchanged one for one and the Company held no other net
assets, no difference arose on the exchange.
Both periods are presented as if the Group had always existed in its present form. The comparative period is the consolidated
result and financial position of the Australian Entity’s group for the year ended 30 June 2025, re-presented in New Zealand
dollars as described below. Costs of the reorganisation and of the Company’s listing that were not directly attributable to the
issue of new shares were recognised in profit or loss. Refer to note 2.
STATEMENT OF COMPLIANCE
These are the Group’s first annual financial statements under New Zealand equivalents to International Financial Reporting
Standards. They are general purpose financial statements complying with NZ IFRS as appropriate for Tier 1 for-profit entities,
with New Zealand Generally Accepted Accounting Practice, and with IFRS Accounting Standards as issued by the International
Accounting Standards Board.
The financial statements of the Australian Entity for the year ended 30 June 2025 were prepared in accordance with Australian
Accounting Standards and complied with IFRS Accounting Standards as issued by the International Accounting Standards
Board. The Group therefore already applied those standards, and NZ IFRS 1 First-time Adoption of New Zealand Equivalents to
International Financial Reporting Standards does not apply: adopting NZ IFRS has changed no basis of recognition or
measurement, and no first-time adoption reconciliations are presented. The change in presentation currency from Australian to
New Zealand dollars is dealt with below.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 12
BASIS OF MEASUREMENT
Prepared on an accruals basis and at historical cost, except for Bitcoin, which is carried at fair value under the revaluation model
in NZ IAS 38.
PRESENTATION CURRENCY
Amounts are presented in New Zealand dollars, the Company’s functional and presentation currency, and are stated in whole
dollars unless otherwise noted. Subsidiaries with a different functional currency are translated at average rates for income and
expenses and closing rates for assets and liabilities, with exchange differences recognised in other comprehensive income and
accumulated in the foreign currency translation reserve.
COMPARATIVE INFORMATION
The comparative period is the year ended 30 June 2025, re-presented in New Zealand dollars from the Australian dollar financial
statements of the Australian Entity on the predecessor basis described above. Assets and liabilities are translated at the closing
rate and income and expenses at the average rate for the year. Issued capital, reserves and accumulated losses are translated at
the historical rates ruling when they arose, and the difference between those amounts and net assets at the closing rate is
presented in the foreign currency translation reserve. This affects the allocation between the components of equity only, and
does not change total equity, net assets or the result for either period.
GOING CONCERN
These financial statements have been prepared on a going concern basis. Refer to note 3.
MATERIAL ACCOUNTING POLICIES
Material accounting policies are presented in the note to which they relate and are consistent with the prior period unless
otherwise stated.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
The following standards and amendments were in issue at 30 June 2026 but not yet effective, and have not been early adopted.
NZ IFRS 18 Presentation and Disclosure in Financial Statements replaces NZ IAS 1 and applies to annual reporting periods
beginning on or after 1 January 2027, so the Group will first apply it for the year ending 30 June 2028, restating the comparative
year. It introduces defined categories and required subtotals in the statement of profit or loss, disclosure of management-
defined performance measures, and revised requirements for aggregating and disaggregating information. It affects
presentation and disclosure only: the Group does not expect it to change reported profit or loss, net assets or cash flows.
Amendments to the Classification and Measurement of Financial Instruments (NZ IFRS 9 and NZ IFRS 7) and Annual
Improvements to NZ IFRS 2024 apply to annual reporting periods beginning on or after 1 January 2026, so the Group will first
apply them for the year ending 30 June 2027. NZ IFRS 19 Subsidiaries without Public Accountability: Disclosures applies from 1
January 2027 and is not available to the Group. None of these is expected to have a material effect on the Group’s financial
statements.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 13
Note 2 — Critical accounting estimates and judgements
The Directors make estimates and judgements about current and future events affecting transactions and balances, based on
the best information available at the time. Actual results may differ. The significant ones are set out below.
GOING CONCERN
Preparing the financial statements on a going concern basis requires judgement, particularly in the cash flow forecasts, which
depend on future business performance, market conditions and the availability of financing. Management has assessed a range
of scenarios and believes the Group has adequate resources to continue in operation for the foreseeable future. Refer to note 3.
COMBINATION OF ENTITIES UNDER COMMON CONTROL
The Directors judged that the interposition of the Company as parent on 16 December 2025 was a combination of entities under
common control, outside NZ IFRS 3, and applied a predecessor basis under NZ IAS 8. The shareholders of the Australian Entity
became the shareholders of the Company in the same proportions, so nobody acquired control of a business they did not
already control. Treating the Company as an acquirer would have meant restating the Australian Entity’s assets and liabilities to
fair value and recognising goodwill on a transaction that changed no shareholder’s interest, which the Directors did not consider
a fair reflection of what had happened. The judgement carries the Australian Entity’s assets and liabilities at their existing
amounts, recognises no goodwill, and presents the comparative period as though the Group had always existed in its present
form. Refer to note 1.
IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS
NZ IAS 36 requires that goodwill be tested for impairment on an annual basis. In addition, the Group is required to test assets for
impairment when an indicator of impairment is identified. In the event the recoverable amount determined by an impairment test
is lower than an asset’s carrying amount, the asset is written down to that amount. The recoverable amount is the higher of fair
value less costs of disposal and value in use, as determined using a discounted cash flow methodology. Where an individual
asset is not capable of generating cash flows that are independent from other assets or groups of assets, assets are grouped
together into cash-generating units for impairment assessment. Refer to note 19 for further information.
CAPITALISATION OF SOFTWARE DEVELOPMENT COSTS
Judgement is required in determining what expenditure on the Group’s platforms qualifies for recognition as an intangible asset.
Development expenditure is capitalised only where the Group can demonstrate the technical feasibility of completing the
software, its intention and ability to complete it and use it, that it will generate probable future economic benefits, and that the
expenditure attributable to it can be measured reliably. Applying those criteria requires judgement as to which of the
development team’s activities relate to the development phase of an identifiable asset, rather than to research, or to maintaining
or supporting software already in use, which is recognised in profit or loss as it is incurred. The amount capitalised in the year is
set out in note 19.
USEFUL LIFE OF DEVELOPED TECHNOLOGY
The useful life of developed technology significantly affects the amortisation expense. It is estimated from technological
advancement and the assumptions applied to comparable technology in the industry, and is reviewed at each reporting date. On
review for the year ended 30 June 2026 the useful life of software development costs was retained at five years, unchanged
from the prior year, and there is accordingly no change in accounting estimate to report for the year. Actual lives may differ from
the estimate; a revision would be applied prospectively and would change the amortisation charge in the year of revision and in
later periods. The carrying amount of software development costs, and the amortisation charged in the year, are set out in note
19.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 14
PURE LOAN FACILITY
The effective interest rate on the Pure facility is derived from projected cash flows and the termination value at 7 November
2026, and allocates interest expense over the life of the facility. As it exceeds the contractual rate of 9.95%, the carrying amount
of borrowings is adjusted continually through to termination. Refer to note 14.
SHARE-BASED PAYMENTS
Equity-settled share-based payments are measured at grant-date fair value using Black-Scholes or Monte Carlo simulation. Key
inputs — expected volatility, risk-free rates, expected option life and the probability of achieving non-market conditions — involve
inherent uncertainty. Refer to note 23.
BITCOIN
Management judged that Bitcoin is an intangible asset under NZ IAS 38 and that an active market exists permitting the
revaluation model, which requires assessment against the NZ IFRS 13 criteria of trading frequency and publicly observable
pricing. Fair value uses quoted market prices, a Level 1 input. Having an indefinite useful life it is not amortised but tested for
impairment annually. It is classified as a current asset on the basis of its liquidity. Refer to note 17.
EXPECTED CREDIT LOSSES
The allowance is based on lifetime expected credit losses, grouped by days overdue, using assumptions drawn from recent
sales experience, historical collection rates and available forward-looking information. Actual losses may be higher or lower.
Refer to note 16.
LONG SERVICE LEAVE
The long service leave liability is measured for each employee who has not yet completed the qualifying period of service, and
so depends on the probability that the employee remains with the Group until the entitlement vests, the rate at which wages are
expected to grow until then, and the discount rate applied. Each is an estimate; the probability in particular is assessed from
completed years of service and could differ from the pattern of departures actually experienced. Refer to note 11.
TAXES
Deferred tax is recognised on unused tax losses and temporary differences where it is probable that future taxable profit will be
available. Management judged the probability of those profits from budgets and current and expected economic conditions.
Refer to note 10.
REVENUE — PRINCIPAL VERSUS AGENT
Judgement is required in determining whether the Group acts as principal or as agent in the Zoom2u delivery marketplace, and
therefore whether revenue from that marketplace is recognised gross or net of the amounts paid to the couriers who perform
the deliveries.
The Group has concluded that it acts as agent. Its promise to the customer is to arrange the delivery by connecting the
customer with a courier through the Zoom2u platform, and the delivery itself is performed by the courier; the platform fee
charged to the courier is consideration for the courier’s right to access the platform as a licensee. Revenue from the
marketplace is therefore recognised as the net amount of the booking fee charged to the customer and the platform fee charged
to the courier that the Group retains on each delivery, and not the gross amount billed to the customer. The conclusion is
unchanged from the prior year.
The Group’s other revenue streams — shredding services, software subscriptions, sales of hardware, and setup, implementation
and other service fees — are provided by the Group itself, which acts as principal, and revenue from them is recognised gross.
Refer to note 5.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 15
Note 3 — Going concern
The financial statements have been prepared on a going concern basis, which assumes continuity of normal business activities
and the realisation of assets and settlement of liabilities in the ordinary course of business.
For the year ended 30 June 2026 the Group recorded a loss after tax of $3,553,474 (2025: $1,991,453), net cash inflows from
operating activities of $335,449 (2025: net outflows of $185,498), a net current asset deficiency of $3,447,417 (2025: a net
current asset position of $2,714,888) and net liabilities of $25,945 (2025: net assets of $1,748,380). All amounts are presented
in New Zealand dollars unless otherwise stated.
THE PURE FACILITY
The Group’s senior secured facility with Pure Asset Management (Pure) has principal owing of A$4,000,000 at a fixed rate of
9.95% per annum and terminates on 7 November 2026. As the termination date falls within twelve months of balance date, the
facility is classified as a current liability at 30 June 2026, with a carrying amount of $4,725,503. Excluding the facility from
current liabilities, the Group had a net current asset position of $1,278,085.
The minimum Cash Balance and minimum Bitcoin Balance covenants were met throughout the year, and no Reporting Event,
Review Event or Event of Default was subsisting at balance date. The Reporting Event EBITDA hurdle was not met for the quarter
ended 30 September 2025, and Pure confirmed in writing on 6 October 2025 that it had waived its rights in relation to that
breach. The covenants, the variation agreed on 14 August 2025 and that waiver are set out in note 14. The Group’s forecasts
indicate that the covenants will continue to be met over the forecast period.
REFINANCING
Pure has confirmed in writing to the Company, on a non-binding basis, its intention to convert A$1,000,000 of the principal
outstanding into a convertible note, with the remaining A$3,000,000 to be refinanced. The terms of the proposed convertible
note have not been finalised and remain subject to documentation and, where required, approval under the NZX Listing Rules.
The Company and its advisers are in active discussion with a number of financial institutions and credit funds regarding
refinancing of the balance of the facility. The Company has received a non-binding term sheet from a bank in relation to the
refinancing, and remains in active discussions with a number of parties to complete the refinancing process. No binding
agreement had been entered into at the date of this report.
As with any refinancing, final terms may differ from those currently anticipated, and refinancing may not be completed, or may
not be available on acceptable terms, before the facility terminates on 7 November 2026.
DIRECTORS’ ASSESSMENT
The Directors have prepared a cash flow forecast for the twelve months to 31 August 2027. The forecast was presented to the
Board on 29 September 2026 and approved by the Board on 29 September 2026. The forecast indicates the Group has sufficient
cash on hand and cash flows from operations to meet its debts as they fall due over that period, provided the Pure facility is
refinanced or restructured on or before its termination date.
In concluding that the going concern basis remains appropriate, the Directors have taken into account:
the Board approved cash flow forecast referred to above;
the improvement in operating cash flows during the year, from net outflows of $185,498 in the prior year to net inflows of
$335,449, together with positive normalised earnings before interest, tax, depreciation and amortisation in each quarter of
the year;
cash and cash equivalents at 25 September 2026 of approximately $1.7 million;
the fair value of Bitcoin held (note 17) at 25 September 2026 of approximately $1.8 million, which the Directors would
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 16
realise, in whole or in part, if required to meet obligations as they fall due;
the Company’s established At the Market facility, under which capital may be raised progressively through the equity market
as required, subject to market conditions, available capacity under the NZX Listing Rules and prevailing trading liquidity;
operating cost reductions within the control of management which the Directors are able to implement if forecast revenue is
not achieved; and
events since balance date, being capital of $90,657 raised under the At the Market facility in July 2026 and the written
confirmation from Pure described above, as set out in note 27.
The Group’s ability to continue as a going concern is dependent on:
successfully refinancing or restructuring the Pure facility before it terminates on 7 November 2026;
achieving forecast revenue growth, in particular securing new Enterprise customers for Locate2u, whilst stabilising the
recent revenue declines in Zoom2u;
managing and controlling operating costs and generating positive cash flows from operations; and
continuing to meet its covenants under the Pure facility.
MATERIAL UNCERTAINTY
The matters set out above, in particular the requirement to refinance or restructure the Pure facility before 7 November 2026 in
circumstances where no binding agreement had been entered into at the date of this report, indicate the existence of a material
uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and therefore to realise its
assets and discharge its liabilities in the normal course of business.
CONCLUSION
Having considered the matters above, the Directors have a reasonable expectation that the Group will secure the necessary
refinancing and will have adequate resources to continue in operational existence for at least twelve months from the end of the
reporting period. Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset
amounts, or to the amounts and classification of liabilities, that might be necessary should the Group be unable to continue as a
going concern.
Note 4 — Segment reporting
The consolidated entity derives revenue from contracts with its customers through its two operating segments:
Zoom2u and 2u Enterprises; and
Locate2u.
Zoom2u and 2u Enterprises provide delivery and tracking services to customers through an internally developed platform which
allows customers to arrange the delivery of items, allocated to the closest driver. Fees earned include a fixed booking fee
charged to some customers and a platform fee charged to drivers. The 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 customers paying a monthly subscription fee for access to the Locate2u SaaS
product, which allows them 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 reviewed and used by the Board of Directors — identified as the
Chief Operating Decision Makers (CODM) — in assessing performance and determining the allocation of resources. There is no
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 17
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 these financial
statements. Information is reported to the CODM monthly. The CODM does not regularly review segment assets and segment
liabilities; refer to the statement of financial position for Group assets and liabilities.
Corporate overheads that are not allocated to a reportable segment — group premises, insurance, statutory, listing and
professional costs, and the costs of the listed parent — are reported as unallocated corporate expenses. Finance income and
finance costs are managed centrally and are reported below segment result as net finance costs.
The operating segments are identified by management on the basis of the risks and returns affecting the Group, which are
driven predominantly by differences in the products and services provided. Reportable segments are based on aggregating
operating segments that have similar economic characteristics and are similar as to the services provided and the type or class
of customer for those services.
The Group therefore operates four businesses — Locate2u, Zoom2u, Shred2u and Talcasoft — aggregated into the two
reportable segments above. Shred2u is reported within Zoom2u and 2u Enterprises, and Talcasoft within Locate2u; neither is a
reportable segment in its own right.
GEOGRAPHICAL INFORMATION
Revenue from external customers is attributed to the country from which it is billed, which is the basis applied in the prior year.
The Company is incorporated and domiciled in New Zealand; its operating businesses are conducted through its Australian
subsidiaries and, for part of the Locate2u business, through Locate2u USA Inc.
MAJOR CUSTOMERS
No single external customer accounted for 10% or more of the Group’s revenue for the year ended 30 June 2026.
OPERATING SEGMENT INFORMATION
ZOOM2U AND 2U ENTERPRISESLOCATE2UTOTAL
JUN 2026 NZ$JUN 2025 NZ$JUN 2026 NZ$JUN 2025 NZ$JUN 2026 NZ$JUN 2025 NZ$
Revenue from external customers3,091,9283,582,8153,994,9622,988,5617,086,8906,571,376
Segment result1,271,2401,557,550(132,908)(1,167,863)1,138,332389,688
Unallocated corporate expenses(3,914,676)(1,797,400)
Net finance costs(777,130)(583,700)
Net loss before tax(3,553,474)(1,991,412)
REVENUE FROM EXTERNAL CUSTOMERS BY COUNTRY
JUN 2026 NZ$JUN 2025 NZ$
New Zealand——
Australia7,038,9886,509,593
United States47,90261,782
Total revenue from external customers7,086,8906,571,376
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 18
Note 5 — Revenue and other income
JUN 2026 NZ$JUN 2025 NZ$
REVENUE FROM CONTRACTS WITH CUSTOMERS
Software license fees3,688,7342,741,338
Fee revenue - customer booking fees and courier platform fees2,561,9732,866,294
Setup, implementation and other service fees435,833533,153
Fee revenue - shredding services345,062348,391
Sale of GPS units55,28782,200
Subtotal7,086,8906,571,376
OTHER INCOME
Gain on cancellation of warrants29,292—
Government grants17,264103,589
Subtotal46,555103,589
Total revenue and other income7,133,4456,674,965
TIMING OF REVENUE RECOGNITION
At a point in time2,962,3233,296,885
Over time4,124,5673,274,490
Revenue from contracts with customers7,086,8906,571,376
CONTRACT LIABILITIES
Contract liabilities228,83334,026
Total contract liabilities228,83334,026
REVENUE RECOGNITION
Revenue is recognised on a basis that reflects the transfer of promised goods or services to customers at an amount that
reflects the consideration the Group expects to receive in exchange, applying the five-step model in NZ IFRS 15: identify the
contract, identify the performance obligations, determine the transaction price, allocate it to the performance obligations, and
recognise revenue as and when control of each obligation transfers.
The timing of payment generally corresponds closely to the satisfaction of the performance obligation; where it does not, the
difference gives rise to a receivable, a contract asset or a contract liability. No revenue stream of the Group has a significant
financing component: setup and implementation fees are paid in advance to secure the arrangement rather than to provide
finance, and for every other stream less than twelve months elapses between receipt of funds and satisfaction of the
performance obligation.
BOOKING FEES AND COURIER PLATFORM FEES
Zoom2u facilitates the delivery of items for its customers by connecting them with couriers through its online platform, earning
a booking fee charged to the customer, where applicable, and a platform fee charged to the driver. The Group has determined
that it acts as agent in facilitating the transaction and therefore recognises revenue as the net amount of the booking and
platform fees retained on each delivery. From the customer’s perspective the promised service transfers only on delivery of the
item, and revenue is recognised at that point in time. The judgement involved in the agent conclusion is described in note 2.
SHREDDING SERVICES
Shred2u services are priced primarily on the quantity of bags, boxes or bins requiring shredding. Revenue is recognised at the
point in time the service is provided to the customer.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 19
SOFTWARE LICENCE FEES
Locate2u, Talcasoft and Local Delivery generate revenue from customers committing to a monthly subscription, with pricing
plans based on the features required. Revenue is recognised over time across the subscription period.
SALE OF GPS UNITS AND OTHER HARDWARE
Locate2u sells GPS hardware units to some customers using the Locate2u product. Revenue is recognised at the point in time
control of the hardware transfers to the customer.
SETUP, IMPLEMENTATION AND OTHER SERVICE FEES
Locate2u charges setup and implementation fees to configure and onboard customers onto its platform. These fees are not
distinct from the ongoing platform service, so they are deferred and recognised as revenue over the expected customer life,
assessed at four years; the balance for a customer who ceases using the platform is recognised in full at that time. Directly
attributable implementation costs are capitalised as a contract fulfilment cost asset and amortised over the same period.
Talcasoft generates revenue from support services and ad hoc project work, recognised over time as the services are provided.
2u Enterprises provides digital marketing services to clients.
CONTRACT ASSETS AND LIABILITIES
Where the amount billed is based on the achievement of milestones established in the contract, the revenue recognised in a
period does not necessarily coincide with the amount billed. Where a performance obligation is satisfied before the customer
pays or before payment is due, the Group presents a contract asset, unless its right to the consideration is unconditional, in
which case it recognises a receivable. Where consideration is received before the good or service transfers, the Group presents
a contract liability.
The Group’s contract liabilities are subscription and service fees billed in advance and the deferred setup and implementation
fees described above. They are shown in the table above and are included in trade and other payables (note 20) and, for the
portion expected to be recognised after more than twelve months, in other non-current liabilities. Fees billed in advance are
recognised as revenue within twelve months, and the whole of the contract liability balance at the beginning of the year was
recognised as revenue during the year; the deferred setup and implementation fees are recognised over the expected customer
life. The costs of fulfilling implementation contracts are carried as a contract fulfilment cost asset, presented within other assets
(note 16); the Group holds no contract assets.
OTHER INCOME
Other income is recognised on an accruals basis when the Group becomes entitled to it.
GOVERNMENT GRANTS
Government grants are recognised where there is reasonable assurance that the grant will be received and that the Group will
comply with the conditions attaching to it. A grant that compensates the Group for expenditure already incurred is recognised in
profit or loss as other income when it becomes receivable. A grant received in advance of the expenditure it compensates is
recognised as deferred income and released to profit or loss on a systematic basis over the periods in which that expenditure is
recognised. Grants are presented gross, as other income, and are not offset against the related expenditure.
The Group received no government grants during the year ended 30 June 2026. The government grant income recognised in the
year is the release of the Australian Research and Development tax incentive of A$74,464 received in July 2024, which is being
taken to profit or loss over five years at A$1,241 a month. The unreleased balance is carried as deferred income and is
presented in other current liabilities and other non-current liabilities according to when it will be released.
In the year ended 30 June 2025 the Group also received an Export Market Development Grant of A$20,000 from the Australian
Trade and Investment Commission (Austrade), which assists with promoting the Group’s products and services in overseas
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 20
markets. No such grant was received in the year ended 30 June 2026, and no grant was applied for or received in New Zealand.
GAIN ON CANCELLATION OF WARRANTS
The gain on cancellation of the warrants issued to Pure Asset Management Pty Ltd is the difference between the carrying
amount of the warrants derecognised and the cancellation fee satisfied by the issue of ordinary shares in August 2025. The
cancellation is described in notes 21 and 22. No cash was received or paid.
Note 6 — Finance income and expenses
JUN 2026 NZ$JUN 2025 NZ$
FINANCE INCOME
Interest income3,81932,078
Total finance income3,81932,078
FINANCE COSTS
Finance cost — loss on extinguishment of royalty liability7,118—
Royalty expense37,524—
Interest expense — Pure Facility700,740594,957
Interest expense — other35,56620,821
Total finance costs780,948615,778
Net finance costs777,129583,700
Note 7 — Employee benefit expenses
JUN 2026 NZ$JUN 2025 NZ$
Wages1,618,7521,733,889
Contractor payments1,611,7681,788,686
Others283,203246,565
Superannuation contributions255,461230,869
Payroll tax65,77591,286
Total employee benefit expenses3,834,9584,091,296
OTHER EMPLOYEE BENEFIT EXPENSES
The primary component of other employee benefit expenses is the expense of the Group’s employee share option plans, which
amounted to NZ$218,320 (A$188,337) for the year ended 30 June 2026 (30 June 2025: NZ$191,299; A$174,447). That expense
is set out in note 23. Other employee benefit expenses also include annual leave and fringe benefits tax costs.
Note 8 — Other expenses
JUN 2026 NZ$JUN 2025 NZ$
Bitcoin revaluation loss1,144,768—
Consulting and professional fees914,669202,529
Telecommunications and internet expenses812,452193,099
Software and subscription expenses524,421963,190
Sundry expenses415,909375,217
Cost of Sales - Locate2u and Talcasoft325,722176,856
Insurance198,140228,016
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 21
JUN 2026 NZ$JUN 2025 NZ$
Office and related expenses180,777163,885
Marketing expenses157,152252,124
Merchant fees and credit checks78,14083,442
Cost of Sales - 2u Enterprises30,919170,396
Total other expenses4,783,0682,808,754
Note 9 — Earnings per share
JUN 2026 NZ$JUN 2025 NZ$
Loss for the year attributable to the owners of the Company(3,553,474)(1,991,453)
Earnings used in calculating basic and diluted loss per share(3,553,474)(1,991,453)
Weighted average number of ordinary shares273,546,604197,864,418
Basic and diluted loss per share (cents)(1.30)(1.01)
POTENTIAL ORDINARY SHARES
At 30 June 2026 the Group had 34,223,758 share options on issue (30 June 2025: 33,523,757). The terms of each arrangement
are set out in note 23. Because the Group recorded a loss for the year, converting these options would reduce the loss per share,
so they are anti-dilutive and none of them is included in the calculation of diluted loss per share. Diluted loss per share is
therefore the same as basic loss per share for both periods presented.
ORDINARY SHARE TRANSACTIONS AFTER BALANCE DATE
On 15 July 2026 the Company issued 1,133,212 ordinary shares, taking the number of ordinary shares on issue to 308,420,751.
There was no other change in the number of ordinary shares on issue between 30 June 2026 and 13 August 2026. Those shares
would not have significantly changed the weighted average number of ordinary shares used above had they been issued before
balance date, and the loss per share for the year is unaffected.
Note 10 — Income tax
The major components of income tax expense (benefit) are:
JUN 2026 NZ$JUN 2025 NZ$
Current tax expense / (benefit)—41
Deferred tax expense——
Total income tax expense / (benefit)—41
RECONCILIATION OF INCOME TAX EXPENSE TO ACCOUNTING LOSS
JUN 2026 NZ$JUN 2025 NZ$
Loss before income tax expense(3,553,474)(1,991,412)
Statutory tax rate28%25%
Tax at the statutory rate(994,973)(497,853)
TAX EFFECT OF AMOUNTS WHICH ARE:
— non-deductible expenses370,360(113,313)
— non-assessable income(4,316)—
— other non-allowable items13,5144,469
— capital transaction costs deductible over five years(85,443)—
— taxed at rates other than the statutory rate94,960—
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 22
JUN 2026 NZ$JUN 2025 NZ$
Tax losses not brought to account605,898606,698
Income tax expense — offshore—(41)
Income tax expense / (benefit)—(41)
UNUSED TAX LOSSES FOR WHICH NO DEFERRED TAX ASSET IS RECOGNISED
JUN 2026 NZ$JUN 2025 NZ$
Unused tax losses — Australia29,682,73024,423,688
Unused tax losses — New Zealand385,606—
Total unused tax losses for which no deferred tax asset is recognised30,068,33624,423,688
DEDUCTIBLE TEMPORARY DIFFERENCES FOR WHICH NO DEFERRED TAX ASSET IS RECOGNISED
JUN 2026 NZ$JUN 2025 NZ$
Employee provisions and doubtful debts511,043402,144
Capital transaction costs not yet deductible68,129377,783
Bitcoin carried below its cost1,201,354—
Total deductible temporary differences for which no deferred tax asset is recognised1,780,526779,927
DEFERRED TAX ASSET NOT RECOGNISED, BY TYPE
The deferred tax asset that would arise on the unused tax losses and deductible temporary differences above, at the tax rate of
the jurisdiction in which each arose, is set out below. None of it is recognised in the statement of financial position, and no
deferred tax liability arises.
JUN 2026 NZ$JUN 2025 NZ$
ON UNUSED TAX LOSSES
— Australia, at 25%7,420,6836,898,081
— New Zealand, at 28%107,970—
ON DEDUCTIBLE TEMPORARY DIFFERENCES
— employee provisions and doubtful debts, at 25%127,761100,536
— capital transaction costs not yet deductible, at 25%17,03294,446
— bitcoin carried below its cost, at 25%300,339—
Total deferred tax asset not recognised7,973,7857,093,063
Deferred tax liability——
UNRECOGNISED TAX LOSSES AND TEMPORARY DIFFERENCES
DEFERRED TAX
Deferred tax is recognised on the difference between the carrying amount of an asset or liability and its tax base, at the tax rates
enacted or substantively enacted at the reporting date, and a deferred tax asset only to the extent that its recovery against future
taxable profit is probable. No deferred tax liability arises at either reporting date: the Group’s tax depreciation and amortisation
follow the accounting charges, so the carrying amounts of its property, plant and equipment and intangible assets do not exceed
their tax bases, and goodwill is outside the scope of deferred tax. The deferred tax asset that would arise on the unused tax
losses and deductible temporary differences is set out in the table above and has not been recognised, for the reason that
follows.
Deferred tax assets have not been recognised in respect of the unused tax losses and deductible temporary differences shown
above because it is not probable that future taxable profit will be available against which the Group could utilise them. The
losses do not expire under current legislation, but their availability is subject to the shareholder continuity and business
continuity requirements of the jurisdictions in which they arose. The judgement involved is described in note 2.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 23
The temporary difference in respect of Bitcoin is the amount by which the holding is carried below its cost. No deduction arises
until the holding is disposed of, and any loss then arising would be a capital loss available only against capital gains.
The reconciliation above is prepared at the New Zealand company tax rate of 28%, being the domestic rate of the country in
which the Company is incorporated. The comparative period is prepared at the Australian rate of 25%, which was the domestic
rate of the parent entity for that period. The change follows the interposition of the Company as parent of the Group on 16
December 2025 and does not reflect a change in the rates at which the Group’s operations are taxed; the effect of the Australian
and United States entities being taxed at their own rates is shown separately above.
The Australian tax losses are held by the Australian tax consolidated group, of which the Australian Entity remains the head
company. The Company acquired the Australian Entity on 16 December 2025 under a scheme of arrangement in which
shareholders received one ordinary share in the Company for each share held, so the ultimate beneficial ownership of that group
did not change. On that basis the Directors consider that the continuity of ownership requirements in respect of those losses
continue to be satisfied, and that the business continuity test would in any event be available. The New Zealand losses arose in
the Company since its incorporation and are subject to the New Zealand shareholder continuity and business continuity
requirements.
IMPUTATION CREDITS
Imputation credits available for use in subsequent reporting periods were NZ$634 (30 June 2025: nil). The credits arose from
resident withholding tax deducted from interest received by the Company, which was incorporated on 11 September 2025; no
member of the Group has otherwise paid New Zealand income tax.
Note 11 — Employee benefits (liability)
JUN 2026 NZ$JUN 2025 NZ$
CURRENT
Annual leave264,479211,641
Long service leave118,15392,619
Subtotal382,632304,260
NON-CURRENT
Long service leave70,78936,820
Subtotal70,78936,820
Total453,421341,080
ACCOUNTING TREATMENT
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to the end of the
reporting period. Employee benefits expected to be settled within twelve months of the reporting date, being wages and salaries,
annual leave and accrued superannuation, are measured at the undiscounted amounts expected to be paid when the liability is
settled, at the pay rates ruling at the reporting date.
LONG SERVICE LEAVE
Long service leave is a long-term employee benefit. For each employee the liability is the entitlement accrued to the reporting
date under the applicable long service leave legislation, measured at the employee’s current pay rate and increased for the wage
growth expected up to the date the entitlement vests, which is assessed at the rate of increase in the Wage Price Index. For
employees who have not yet completed the qualifying period of service the amount is multiplied by the probability that the
employee will remain in the Group’s employment until the entitlement vests, assessed by reference to the employee’s completed
years of service, and is discounted to present value at the yield on Australian Government bonds with a term matching the
period until vesting. At 30 June 2026 the calculation applied wage growth of 3.2% a year and a discount rate of 4.98%. Changes
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 24
in the measurement of the liability are recognised in profit or loss.
Entitlements that have vested, or that are expected to be settled within twelve months of the reporting date, are presented as
current liabilities; the remainder is presented as non-current. The estimate involved is described in note 2.
Note 12 — Cash and cash equivalents
JUN 2026 NZ$JUN 2025 NZ$
Cash and cash equivalents1,165,7911,945,763
Total1,165,7911,945,763
Note 13 — Cash flow information
FINANCING FACILITIES
At 30 June 2026 the Group had the following financing facilities in place:
Pure Asset Management loan facility — facility limit A$4,000,000, drawn A$4,000,000, undrawn nil. The principal remains
outstanding and nothing further was drawn during the year. The facility bears interest at a fixed rate of 9.95% per annum and
terminates on 7 November 2026. Refer to notes 3 and 14.
Lease finance — a chattel mortgage with the Commonwealth Bank over a motor vehicle, fully drawn on inception in May
2024 and repayable in fixed monthly instalments to May 2028. No further amount is available to draw.
Insurance premium funding — arranged annually for each policy and fully drawn when taken out. None was in place at 30
June 2026.
The Group had no other loan or credit facility at 30 June 2026 — no overdraft, no undrawn borrowing line, and no facility
other than those above.
NON-CASH FINANCING AND INVESTING TRANSACTIONS
The following financing and investing transactions did not involve the use of cash or cash equivalents and are therefore
excluded from the statement of cash flows:
the cancellation of the Tranche A and Tranche B warrants held by Pure Asset Management under the Warrant Cancellation
Deed, the A$527,604 cancellation fee being settled on 14 August 2025 by the issue of 7,537,204 ordinary shares rather than
in cash; and
the buyout of the Locate2u revenue royalty and its settlement by the issue of 10,000,000 ordinary shares, described below.
EXTINGUISHMENT OF THE ROYALTY LIABILITY WITH EQUITY INSTRUMENTS
On 30 June 2026 the Group exercised its buyout right under the Royalty Deed and settled the buyout price of A$558,784 owing to
Pure Asset Management by issuing 10,000,000 fully paid ordinary shares instead of cash. Pure was a creditor, was not acting in
its capacity as a shareholder, and is not a related party, so the exchange falls within IFRIC 19 Extinguishing Financial Liabilities
with Equity Instruments. The facility, the royalty and the other arrangements with Pure, and their position at 30 June 2026, are
summarised in note 14.
Under IFRIC 19 the shares were measured at their fair value on the date the liability was extinguished — the NZX closing price of
NZ$0.047, or NZ$470,000 — which was credited to share capital. The liability’s carrying amount of A$380,192 was derecognised
against equity of A$386,332 (NZ$470,000 at the 30 June spot rate of 1.21657), giving a loss on extinguishment of A$6,140
recognised in finance costs. The buyout price and the deed’s implied issue price of approximately NZ$0.0676 per share were not
used to measure the equity issued.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 25
On completion all obligations under the Royalty Deed were satisfied and discharged, the guarantees given under it were
released, and the security granted by Locate2u Pty Ltd was discharged and the PPSR registration released. The Pure loan facility
(notes 3 and 14) is a separate arrangement and was unaffected.
PRESENTATION OF ZOOM2U PLATFORM CASH FLOWS
Cash flows relating to the Zoom2u courier platform are presented in the statement of cash flows on a net basis, to reflect the
fees charged to customers and to the independent couriers who use the platform. Cash flows from other revenue streams are
presented on a gross basis, to reflect the flow of receipts from customers and payments to suppliers.
CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below sets out the changes in the Group’s liabilities arising from financing activities during the year, as required by NZ
IAS 7 paragraph 44A, distinguishing changes arising from cash flows from those arising from other, non-cash movements.
YEAR ENDED 30 JUNE 2026
OPENING NZ$CASH
FLOWS NZ$
FOREIGN
EXCHANGE
NZ$
FAIR VALUE
CHANGES
NZ$
OTHER
CHANGES
NZ$
CLOSING NZ$
Long term borrowings4,112,813—545,414—239,3784,897,605
Borrowings - Lease Finance53,741(29,771)5,501——29,471
Borrowing costs(152,338)—(19,764)——(172,102)
Borrowings - other16,476(17,737)1,261———
Total liabilities from financing activities4,030,692(47,508)532,412—239,3784,754,974
YEAR ENDED 30 JUNE 2025
OPENING NZ$CASH
FLOWS NZ$
FOREIGN
EXCHANGE
NZ$
FAIR VALUE
CHANGES
NZ$
OTHER
CHANGES
NZ$
CLOSING NZ$
Long term borrowings4,021,108—(66,805)—158,5104,112,813
Borrowings - Lease Finance74,696(20,130)(825)——53,741
Borrowing costs(154,800)—2,462——(152,338)
Borrowings - other35,826(19,126)(224)——16,476
Total liabilities from financing activities3,976,830(39,256)(65,392)—158,5104,030,692
Note 14 — Borrowings
JUN 2026 NZ$JUN 2025 NZ$
BORROWING - CURRENT
Borrowings – Insurance premium funding—16,476
Borrowings – Lease finance13,53826,606
Pure - Loan facility4,725,503—
Total current borrowings4,739,04143,082
BORROWING – NON-CURRENT
Borrowings – Lease finance15,93327,135
Pure - Loan facility—3,960,475
Total non-current borrowings15,9333,987,610
Total Borrowings4,754,9744,030,692
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 26
TERMS AND CONDITIONS OF BORROWINGS
PURE ASSET MANAGEMENT FACILITY
The Group has a loan facility with Pure Asset Management Pty Ltd (Pure) with a principal amount of A$4,000,000, bearing
interest at a fixed rate of 9.95% per annum and repayable on 7 November 2026. The facility is secured over the assets of the
Group.
The fair value of the attaching warrants (A$576,706) and the transaction costs (A$141,473) were capitalised on initial
recognition and are amortised over the life of the borrowings, which in effect discounts the face value of A$4,000,000. Under the
effective interest method the amortised cost of the liability is calculated, and interest expense allocated, using the rate that
exactly discounts the estimated future cash payments through the expected life of the liability. Because that effective rate
exceeds the contractual rate of 9.95%, the carrying amount of the borrowings accretes towards the termination value through to
maturity. The effective interest rate is 14.38% per annum, unchanged from the prior year — the facility’s pricing was not varied
during the year.
The warrants themselves were cancelled during the year, in consideration for the issue of ordinary shares to Pure, as described
in note 22. The cancellation did not alter the terms of the facility, and the discount arising on initial recognition continues to be
amortised over its remaining life.
MODIFICATION AND EXTINGUISHMENT
The royalty payable to Pure represented a substantial modification of the terms of the original facility under NZ IFRS 9 Financial
Instruments, requiring the original financial liability to be extinguished and a new financial liability to be recognised. A loss on
extinguishment of A$55,123 was recognised within the amortisation of the finance component at that time.
On 30 June 2026 the Group exercised its buyout right under the Royalty Deed and settled the amount owing by issuing ordinary
shares rather than cash. That exchange is accounted for under IFRIC 19 and is described in note 13; the shares issued are
included in note 21. The Pure loan facility is a separate arrangement and was unaffected by the buyout.
CLASSIFICATION
The facility is presented as a current liability at 30 June 2026 because it terminates on 7 November 2026, within twelve months
of the reporting date. The Group does not have an unconditional right to defer settlement for at least twelve months after the
reporting date. Refer to note 3 for the Directors’ assessment of going concern and the status of the refinancing.
COVENANTS AND REVIEW EVENTS
The covenants were varied by deed on 14 August 2025: the minimum Cash Balance was reduced from A$1,000,000 to
A$850,000, a new covenant requires a minimum Bitcoin Balance of A$500,000, and the aggregate of the Cash Balance and the
Bitcoin Balance must be no less than A$1,350,000. The Bitcoin holding disclosed in note 17 therefore forms part of the Group’s
covenant compliance.
The Group complied with the minimum Cash Balance and minimum Bitcoin Balance covenants throughout the year. The
Reporting Event EBITDA hurdle was not met for the quarter ended 30 September 2025, and Pure confirmed in writing on 6
October 2025 that it had waived its rights in relation to that breach. The Review Event EBITDA covenant was met in each quarter
of the year on a normalised basis. No Reporting Event, Review Event or Event of Default was subsisting at 30 June 2026.
Other than the above, there were no defaults or breaches on any of the Group’s loans during the year or up to the date of this
report.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 27
OTHER BORROWINGS
Insurance premium funding is drawn annually to fund the Group’s insurance programme and is repaid in monthly instalments
over the policy term; none was outstanding at 30 June 2026. Lease finance is a chattel mortgage with the Commonwealth Bank
over a motor vehicle, drawn in May 2024 at a fixed rate of 7.94% per annum and repayable in monthly instalments of A$1,136 to
May 2028, secured over the vehicle financed. The Group had no other loan or credit facility at balance date.
MEASUREMENT
Borrowings are recognised initially at fair value net of transaction costs incurred and subsequently at amortised cost. Any
difference between the proceeds net of transaction costs and the redemption amount is recognised in profit or loss over the
period of the borrowings using the effective interest method. The estimate involved is described in note 2.
THE PURE ARRANGEMENTS — SUMMARY
The facility with Pure Asset Management Pty Ltd (Pure) has been varied, and arrangements ancillary to it entered into and
unwound, since it was written. The arrangements are set out below in date order, with how each is accounted for and its position
at 30 June 2026. The detail is in notes 5, 13, 21 and 22 as cross-referenced.
4 NOVEMBER 2022 — THE FACILITY AND THE WARRANTS
Facility agreement for a A$4,000,000 secured term loan at a fixed 9.95% a year, repayable on 7 November 2026, guaranteed by
the Group’s subsidiaries and secured over the assets of the Group; and 19,000,000 warrants over ordinary shares issued to Pure
under a Warrant Deed of the same date. The loan is a financial liability at amortised cost: the fair value of the warrants
(A$576,706) and the transaction costs (A$141,473) were deducted from the proceeds and are unwound over the term at the
effective interest rate of 14.38%, and the warrants were recognised in the warrants reserve (note 22). At 30 June 2026 the
principal of A$4,000,000 remains drawn and outstanding, at the carrying amount in the table above, and is classified as current
(see Classification). The warrants no longer exist (see 14 August 2025).
25 JULY 2023 — FIRST AMENDMENT AND THE ROYALTY
Following a Review Event identified for the quarter ended 31 December 2022, the facility was amended to introduce new EBITDA
covenants and a royalty payable to Pure of 2.5% of Locate2u revenue, capped at A$750,000 and paid quarterly, under a Royalty
Deed; interest of 15% a year applied to any royalty not paid when due. The amendment was treated as a substantial modification
of the facility: the original liability was extinguished and a new one recognised in the year ended 30 June 2024, with a loss of
A$55,123 recognised in finance costs, and the royalty was recognised as a separate liability at the discounted value of the
amounts expected to be paid. The facility’s interest rate and maturity did not change. The royalty liability is nil at 30 June 2026,
having been bought out (see 30 June 2026).
YEAR ENDED 30 JUNE 2025 — REVIEW EVENTS WAIVED
Review Events were identified for the quarters ended 31 December 2024, 31 March 2025 and 30 June 2025, and each was
waived by Pure in writing, as disclosed in the financial statements for that year. None affected measurement or classification,
and no Review Event or Event of Default was subsisting at 30 June 2026.
14 AUGUST 2025 — COVENANT VARIATION AND CANCELLATION OF THE WARRANTS
By a second amendment letter the minimum Cash Balance covenant was reduced from A$1,000,000 to A$850,000, a new
minimum Bitcoin Balance covenant of A$500,000 was introduced, and the two together are required to be no less than
A$1,350,000. On the same day, under a Warrant Cancellation Deed approved by shareholders on 13 August 2025, all 19,000,000
warrants were cancelled for a fee of A$527,604 settled by the issue of 7,537,204 ordinary shares. The covenant variation had no
effect on measurement. On the cancellation the warrants reserve of A$552,873 was released, the shares issued were credited to
issued capital at A$527,604 (note 21) and the difference of A$25,269 was recognised as a gain in other income (note 5); the
discount on the facility continues to unwind unchanged. At 30 June 2026 the varied covenants are in force and had been
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 28
complied with throughout the year (see Covenants and review events), and the warrants reserve is nil.
6 OCTOBER 2025 — WAIVER
Pure confirmed in writing that it had waived its rights in relation to the Reporting Event EBITDA hurdle not met for the quarter
ended 30 September 2025. The waiver had no effect on measurement or classification, and no Reporting Event, Review Event or
Event of Default was subsisting at 30 June 2026.
30 JUNE 2026 — BUYOUT OF THE ROYALTY
The Group exercised its buyout right under the Royalty Deed, and the buyout price of A$558,784 was settled by the issue of
10,000,000 fully paid ordinary shares to Pure rather than in cash; the Royalty Deed was discharged and the security given under
it released. The shares were measured at their fair value of NZ$470,000, the NZX closing price of NZ$0.047, the royalty liability
of A$380,192 was released and the difference of A$6,140 was recognised in finance costs (note 13; the shares are in note 21).
The royalty liability is nil at 30 June 2026. The facility is a separate arrangement and was unaffected: A$4,000,000 remains
outstanding at 9.95%, terminating on 7 November 2026, and the Directors’ assessment of its refinancing is in note 3.
Note 15 — Financial instruments and financial risk management
The Group is exposed to liquidity, credit and market risk (currency and interest rate risk) through its use of financial instruments,
which comprise cash at bank, trade receivables, trade and other payables and borrowings.
The Board has overall responsibility for the risk management framework. Day-to-day management sits with the finance function
under objectives approved by the Board, with the Chief Financial Officer responsible for the processes that follow them,
including monitoring interest rate and foreign exchange exposure.
FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of the Group’s financial instruments, by measurement category, are as follows.
JUN 2026 NZ$JUN 2025 NZ$
FINANCIAL ASSETS
MEASURED AT AMORTISED COST
Cash and cash equivalents1,165,7911,945,763
Trade and other receivables737,439473,902
Total financial assets1,903,2302,419,665
FINANCIAL LIABILITIES
MEASURED AT AMORTISED COST
Trade and other payables1,686,3081,226,644
Borrowings – lease finance29,47153,741
Borrowings – other—16,476
Borrowings – Pure loan facility4,725,5033,960,475
MEASURED AT FAIR VALUE
Royalty liability—415,515
Total financial liabilities6,441,2825,672,851
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 29
LIQUIDITY RISK
Liquidity risk is the risk that the Group will have difficulty meeting its financial obligations as they fall due. Its policy is to hold
sufficient cash to meet liabilities when due. Budgets and cash flow forecasts at the reporting date indicate sufficient liquid
resources under all reasonably expected circumstances. The Group’s liquidity position is affected by the maturity of the Pure
facility on 7 November 2026 — refer to note 3.
FINANCIAL LIABILITY MATURITY ANALYSIS
The table below sets out the undiscounted contractual cash flows on the Group’s financial liabilities, including contractual
interest still to be paid. The timing of expected outflows is not expected to differ materially from the contracted cash flows.
AT 30 JUNE 2026
WITHIN 1 YEAR NZ$1 TO 5 YEARS NZ$TOTAL NZ$
Trade and other payables1,686,028—1,686,028
Borrowings – lease finance16,58715,20431,791
Borrowings – other———
Borrowings – Pure loan facility5,038,443—5,038,443
Royalty liability———
Total contractual outflows6,741,05815,2046,756,262
FINANCIAL LIABILITY MATURITY ANALYSIS
AT 30 JUNE 2025
WITHIN 1 YEAR NZ$1 TO 5 YEARS NZ$TOTAL NZ$
Trade and other payables1,226,644—1,226,644
Royalty liability90,100600,362690,462
Borrowings – lease finance26,60627,13553,741
Borrowings – other16,476—16,476
Borrowings – Pure loan facility—4,307,2004,307,200
Total contractual outflows1,359,8264,934,6976,294,523
CREDIT RISK
Credit risk arises from cash and deposits with banks, and from credit exposure to customers. Risk on liquid funds is considered
negligible, the counterparties being reputable banks with high quality credit ratings.
Trade receivables comprise a large number of customers across diverse industries and geographies. The Group deals only with
creditworthy counterparties: each customer requesting credit is assessed individually using external credit ratings, financial
statements and industry information before standard terms are offered, and those who fail to meet terms move to prepayment
until creditworthiness is re-established. Management reviews the ageing profile and the Board receives monthly reports on it.
Financial assets that are not impaired are considered of good credit quality, including those past due.
The Group is however exposed to a concentration of credit risk within trade receivables. At 30 June 2026 four customers, each a
large corporate counterparty, together accounted for 62.0% of gross trade receivables, the largest of them 26.8%. The whole of
the balance owing by those four customers at the reporting date has since been received. The concentration is set out in note
16.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of financial asset set out above.
The Group holds no collateral over any of them.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 30
FOREIGN EXCHANGE RISK
Exposures arise from the Group’s overseas sales and purchases, denominated at the reporting date in Australian dollars, United
States dollars, Philippine pesos, South African rand, euro and pounds sterling, and are generally short-term cash flows due or
payable within twelve months. Exposures vary during the year with the volume of overseas transactions, but the analysis below
is considered representative of the Group’s exposure to foreign currency risk.
The translation of the Group’s Australian and United States operations into the New Zealand dollar presentation currency is not
foreign exchange risk on financial instruments and is not included below; the effect of it is reported in the foreign currency
translation reserve. Intercompany monetary balances between Group entities with different functional currencies are eliminated
on consolidation and are likewise excluded.
The comparative is the exposure reported for the year ended 30 June 2025, translated into the presentation currency.
FOREIGN CURRENCY FINANCIAL ASSETS AND LIABILITIES
Financial assets and financial liabilities denominated in a currency other than the functional currency of the entity holding them,
translated at the closing rate.
AT 30 JUNE 2026
FINANCIAL
ASSETS NZ$
FINANCIAL
LIABILITIES NZ$
NET EXPOSURE
NZ$
NET EXPOSURE (CURRENCY OF
DENOMINATION)
AUD23632,345(32,109)AUD (26,390)
USD2,72025,979(23,259)USD (13,164)
PHP—37,869(37,869)PHP (1,315,289)
ZAR—5,946(5,946)ZAR (55,169)
EUR—7,853(7,853)EUR (3,900)
GBP23,352—23,352GBP 10,000
Total26,308109,992(83,684)
FOREIGN CURRENCY FINANCIAL ASSETS AND LIABILITIES
AT 30 JUNE 2025
FINANCIAL
ASSETS NZ$
FINANCIAL
LIABILITIES NZ$
NET EXPOSURE
NZ$
NET EXPOSURE (CURRENCY OF
DENOMINATION)
USD139,51644,90594,611—
PHP—49,389(49,389)—
ZAR—24,328(24,328)—
Total139,516118,62220,894
EXCHANGE RATE SENSITIVITY
Had the New Zealand dollar strengthened or weakened by 5% against each of these currencies, with all other variables held
constant, the Group’s loss before tax and its equity would have been affected as follows. None of these exposures is hedged or
designated as part of a net investment in a foreign operation, so the effect on equity equals the effect on the result.
JUN 2026 +5%
NZ$
JUN 2026 −5%
NZ$
JUN 2025 +5%
NZ$
JUN 2025 −5%
NZ$
AUD1,605(1,605)
USD1,163(1,163)(4,731)4,731
PHP1,893(1,893)2,469(2,469)
ZAR297(297)1,216(1,216)
EUR393(393)
GBP(1,168)1,168
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 31
JUN 2026 +5%
NZ$
JUN 2026 −5%
NZ$
JUN 2025 +5%
NZ$
JUN 2025 −5%
NZ$
Total4,183(4,183)(1,046)1,046
INTEREST RATE RISK
The Group is not exposed to significant interest rate risk. Its cash is held in transactional accounts and short-maturity deposits.
All of the Group’s borrowings are at fixed rates — the Pure facility at 9.95% per annum and the vehicle chattel mortgage at 7.94%
per annum — and none of the facilities in place during the year or at the reporting date bears a floating rate, so the Group is not
exposed to variability in market interest rates and no sensitivity to a benchmark rate is presented. The fair value of a fixed rate
borrowing does vary with market rates.
FAIR VALUE MEASUREMENT
No financial asset or financial liability of the Group was measured at fair value at 30 June 2026. The royalty liability, which was
measured at fair value at 30 June 2025 and classified within Level 3 of the fair value hierarchy, was extinguished on 30 June
2026 (refer to note 13), and the Group holds no derivative financial instrument.
The carrying amounts of the Group’s financial assets and financial liabilities are a reasonable approximation of their fair value.
Cash and cash equivalents, trade and other receivables and trade and other payables are short-term and non-interest-bearing.
The Pure facility bears interest at a fixed rate and terminates on 7 November 2026, four months after the reporting date, and is
carried at amortised cost (refer to note 14, and to note 3 for the Directors’ assessment of going concern and the status of the
refinancing). The vehicle chattel mortgage is repayable in monthly instalments to May 2028 at a fixed rate.
Bitcoin is measured at fair value using quoted prices in an active market (Level 1). It is not a financial instrument and is dealt
with in note 17.
Note 16 — Trade receivables and other assets
JUN 2026 NZ$JUN 2025 NZ$
Trade receivables744,738478,424
Provision for doubtful debts(7,299)(4,523)
Subtotal737,439473,902
OTHER CURRENT ASSETS
Prepayments66,060108,385
Accrued income47,95526,723
Rental bond25,42522,505
Contract costs - implementation21,364—
Listing Bond21,213—
Withholding tax paid634—
Subtotal182,650157,613
OTHER NON-CURRENT ASSETS
Contract costs - implementation55,550—
Subtotal55,550—
Total975,639631,515
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 32
EXPECTED CREDIT LOSSES
The carrying value of trade receivables is considered a reasonable approximation of fair value because of the short-term nature
of the balances. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable.
The Group applies the simplified approach in NZ IFRS 9, which measures the allowance at an amount equal to lifetime expected
credit losses. To measure them, trade receivables are grouped by shared credit risk characteristics and by days past due, and a
loss rate is applied to each group drawn from recent sales experience, historical collection rates and available forward-looking
information. The estimate involved is described in note 2, and credit risk more generally in note 15.
There has been no change during the year in the estimation techniques or in the significant assumptions applied in measuring
expected credit losses on trade receivables.
A trade receivable is written off when there is information indicating that the debtor is in severe financial difficulty and there is no
realistic prospect of recovery — for example where the debtor has been placed in liquidation or has entered bankruptcy
proceedings, or where the receivable is more than six months past due, whichever occurs first.
CONCENTRATION OF CREDIT RISK
At 30 June 2026 four customers, each a large corporate counterparty, together accounted for 62.0% of gross trade receivables.
The largest owed NZ$199,760, being 26.8% of gross trade receivables, and the other three NZ$110,113 (14.8%), NZ$84,726
(11.4%) and NZ$66,908 (9.0%). Of the amounts owing by them, NZ$130,471 had fallen due at the reporting date, none of it
overdue by more than 30 days, and the whole of the balance owing by all four has since been received. Exposure to these
counterparties is managed through the weekly review of the receivables ledger and follow-up of overdue balances; each is a
large corporate customer with an established trading relationship with the Group. Credit risk is described further in note 15.
PROVISION FOR EXPECTED CREDIT LOSSES
The loss allowance provision is determined as follows.
CURRENT
NZ$
< 30 DAYS
OVERDUE NZ$
< 90 DAYS
OVERDUE NZ$
> 90 DAYS
OVERDUE NZ$
TOTAL NZ$
At 30 June 2026 — gross carrying amount500,650237,7276,26299744,738
At 30 June 2026 — loss allowance—(938)(6,262)(99)(7,299)
At 30 June 2025 — gross carrying amount399,35866,4777,1055,484478,424
At 30 June 2025 — loss allowance———(4,523)(4,523)
Note 17 — Bitcoin
JUN 2026 NZ$JUN 2025 NZ$
Opening balance1,770,215—
Purchases466,7401,751,146
Revaluation(1,165,296)19,069
Foreign currency translation difference195,131—
Closing balance1,266,7901,770,215
BITCOIN HELD, AND THE REVALUATION FOR THE YEAR
During the year ended 30 June 2026 the Group acquired 2.21 Bitcoin at an average price (including transaction fees) of
A$182,190, and none was sold, taking the holding to 12.2987 Bitcoin (30 June 2025: 10.0887 Bitcoin, acquired at an average
price of A$161,195). Bitcoin was measured at fair value at 30 June 2026 using a quoted price of A$84,670.68 per Bitcoin.
As the Group’s Bitcoin is held in Australian dollars, whilst these financial statements are presented in New Zealand dollars, the
balances above are translated at the exchange rate ruling at each reporting date and the movements between them at the
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 33
average rate for the year, the difference being shown as a foreign currency translation difference, in accordance with NZ IAS 38
and NZ IAS 21 “The Effects of Changes in Foreign Exchange Rates”. Of the revaluation for the year, NZ$20,528 was recognised
in other comprehensive income, releasing the revaluation surplus in full, and NZ$1,144,768 in profit or loss. The closing balance
of A$1,041,340 is translated at the exchange rate ruling at 30 June 2026 of NZ$1.2165 to A$1.00, giving NZ$1,266,790. No
revaluation decrease had been recognised in profit or loss before this year, so the cumulative revaluation decrease recognised in
profit or loss at 30 June 2026 is A$987,550 (NZ$1,144,768). A later increase in fair value is recognised in profit or loss to the
extent that it reverses that decrease, with any excess recognised in other comprehensive income.
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.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 34
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 IFRS 13’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 recognised.
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 recognised in profit or loss.
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 18 — Property, plant and equipment
JUN 2026 NZ$JUN 2025 NZ$
MOTOR VEHICLES
At cost87,70677,634
Accumulated depreciation(30,827)(18,402)
Total motor vehicles56,87959,232
OFFICE EQUIPMENT
At cost32,42060,123
Accumulated depreciation(12,578)(28,519)
Total office equipment19,84231,604
COMPUTER EQUIPMENT
At cost78,929119,834
Accumulated depreciation(47,991)(77,873)
Total computer equipment30,93841,961
Total property, plant and equipment107,659132,797
MOVEMENTS IN CARRYING AMOUNTS — YEAR ENDED 30 JUNE 2026
MOTOR VEHICLESOFFICE EQUIP.COMPUTER EQUIP.TOTAL
Balance at the beginning of the year59,23231,60441,961132,797
Additions——10,04210,042
Disposals—(8,305)(9,860)(18,165)
Depreciation expense(9,565)(6,810)(15,873)(32,248)
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 35
MOTOR VEHICLESOFFICE EQUIP.COMPUTER EQUIP.TOTAL
Foreign currency translation difference7,2123,3534,66815,233
Balance at the end of the year56,87919,84230,938107,659
YEAR ENDED 30 JUNE 2025
MOTOR VEHICLESOFFICE EQUIP.COMPUTER EQUIP.TOTAL
Balance at the beginning of the year67,54828,63570,890167,073
Additions3,02011,29418,16532,479
Disposals—(550)(26,332)(26,882)
Depreciation expense(10,396)(7,256)(20,147)(37,799)
Foreign currency translation difference(940)(519)(615)(2,074)
Balance at the end of the year59,23231,60441,961132,797
ACCOUNTING TREATMENT
Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and
impairment.
Property, plant and equipment is depreciated on a declining value basis over the asset’s useful life to the Group, commencing
when the asset is ready for use. The depreciation rates used for each class are:
Motor vehicles — 15%
Office equipment — 10% – 33%
Computer equipment — 33%
At the end of each annual reporting period the depreciation method, useful life and residual value of each asset is reviewed. Any
revisions are accounted for prospectively as a change in estimate.
Note 19 — Intangible assets and goodwill
JUN 2026 NZ$JUN 2025 NZ$
GOODWILL
Cost514,579455,486
Accumulated impairment losses(121,649)—
Net carrying value392,930455,486
PATENTS, TRADEMARKS AND OTHER RIGHTS
Cost229,488203,134
Accumulated amortisation and impairment(171,316)(142,688)
Net carrying value58,17260,446
CUSTOMER LIST
Cost921,499815,676
Accumulated amortisation and impairment(774,996)(630,809)
Net carrying value146,503184,867
ACQUIRED SOFTWARE
Cost1,817,5451,608,822
Accumulated amortisation and impairment(1,780,211)(1,500,403)
Net carrying value37,334108,419
DEVELOPED SOFTWARE
Cost5,675,5073,909,470
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 36
JUN 2026 NZ$JUN 2025 NZ$
Accumulated amortisation and impairment(2,675,578)(1,462,402)
Net carrying value2,999,9292,447,068
Total intangible assets and goodwill3,634,8683,256,286
MOVEMENTS IN CARRYING AMOUNTS — YEAR ENDED 30 JUNE 2026
GOODWILLPATENTS /
TM
CUSTOMER LISTACQUIRED S/WDEVELOPED S/WTOTAL
Balance at the beginning of the year455,48660,446184,867108,4192,447,0683,256,286
Additions————1,199,5421,199,542
Impairment loss(115,920)————(115,920)
Amortisation—(9,640)(59,411)(81,139)(975,242)(1,125,432)
Foreign currency translation difference53,3647,36621,04710,054328,561420,392
Balance at the end of the year392,93058,172146,50337,3342,999,9293,634,868
YEAR ENDED 30 JUNE 2025
GOODWILLPATENTS /
TM
CUSTOMER LISTACQUIRED S/WDEVELOPED S/WTOTAL
Balance at the beginning of the year462,84766,402316,331405,8311,929,0453,180,456
Additions—3,972——1,245,1981,249,170
Amortisation / impairment—(8,961)(128,758)(296,309)(686,410)(1,120,438)
Foreign currency translation difference(7,361)(967)(2,706)(1,103)(40,765)(52,902)
Balance at the end of the year455,48660,446184,867108,4192,447,0683,256,286
RECOVERABLE AMOUNT TESTING FOR GOODWILL AND INDEFINITE LIFE INTANGIBLES
For the purpose of impairment testing, goodwill and indefinite life intangibles are allocated to cash-generating units as below:
DESCRIPTION OF THE CASH-GENERATING UNIT (CGU)CARRYING AMOUNT OF
GOODWILL NZ$
METHOD OF ESTIMATION
Freight Match Business182,475Fair value less costs of disposal
Talcasoft Business210,455Fair value less costs of disposal
CASH-GENERATING UNITS WHERE RECOVERABLE AMOUNT HAS BEEN DETERMINED USING FAIR VALUE LESS COSTS
OF DISPOSAL
CGUPERIOD OVER WHICH CASH
FLOWS HAVE BEEN
PROJECTED
TERMINAL GROWTH RATE USED
FOR CASH FLOW PROJECTIONS
AVERAGE REVENUE
GROWTH RATE
DISCOUNT RATE
(POST-TAX)
Freight Match BusinessThree years0%0%25%
Talcasoft BusinessThree years0%0%25%
IMPAIRMENT ASSUMPTIONS
Goodwill is allocated to the Freight Match and Talcasoft Businesses, which are the cash-generating units for the purpose of
impairment testing. The recoverable amount of each unit is determined as fair value less costs of disposal, using a discounted
cash flow of the unit’s post-tax cash flows. The cash flows are earnings before interest, tax, depreciation and amortisation, taken
from the Group’s forecast and held flat across the three-year forecast period, less notional tax at 25%. The measurement uses
unobservable inputs and is a level 3 fair value measurement. Costs of disposal have been assessed as immaterial.
KEY ASSUMPTIONS
The cash flows of each unit are its earnings before interest, tax, depreciation and amortisation in the Group’s budget for the year
ending 30 June 2027, which the Board approved on 27 August 2026, held flat across the three-year forecast period with no
growth, less notional tax at 25%. The budget was prepared by management from each unit’s existing customers and cost base
and reflects its recent trading; holding the cash flows flat, rather than projecting growth, is consistent with that experience. No
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 37
terminal growth is assumed. The discount rate of 25% is a post-tax rate applied to post-tax cash flows and is unchanged from
the prior year.
In the prior year the recoverable amount of each unit was determined as its value in use. For the year ended 30 June 2026 it has
been determined as fair value less costs of disposal, which values each unit as a buyer would, on post-tax cash flows and a
post-tax discount rate. The forecast period, the growth assumption and the discount rate are the same under both bases.
CASH-GENERATING UNITS
The Freight Match cash-generating unit is the Group’s large-freight service line, through which Zoom2u arranges the carriage of
large consignments for its customers by third-party carriers; its goodwill arose on the acquisition of that business. The Talcasoft
cash-generating unit is the Talcasoft business, which provides transport management software, support and project services to
transport industry customers and is reported within the Locate2u segment; its carrying amount comprises the goodwill,
customer list and acquired software recognised on its acquisition.
CONCLUSION
The Freight Match goodwill relates to the Group’s large-freight service line, whose revenue has declined for a fourth consecutive
year, reflecting lower volumes from the line’s largest customer and from a number of smaller customers.
An impairment loss of NZ$115,920 (A$100,000) was recognised during the year against the goodwill allocated to the Freight
Match cash-generating unit, reducing its carrying amount to NZ$182,475 (A$150,000). It is presented within depreciation,
amortisation and impairment in the statement of profit or loss.
The recoverable amount of the Freight Match unit at 30 June 2026, determined as its fair value less costs of disposal, was
NZ$248,600 (A$204,357).
The recoverable amount of the Talcasoft unit exceeded its carrying amount at 30 June 2026 and no reasonably possible change
in the key assumptions would cause its recoverable amount to fall below its carrying amount, so no impairment loss has been
recognised against it.
Developed software, the Group’s largest class of intangible asset, has a finite useful life and is amortised; it is not subject to
annual impairment testing but is assessed at each reporting date for indications of impairment. The Group’s loss for the year is
an indicator of impairment, so the developed software allocated to the Locate2u, Zoom2u, Local Delivery and Shred2u cash-
generating units was tested as part of those units; in each, recoverable amount exceeded carrying amount. No impairment of
developed software has been recognised in either year.
RECOGNITION OF SOFTWARE DEVELOPMENT COSTS
Expenditure on the development of the Group’s software platforms is recognised as an intangible asset where the recognition
criteria in NZ IAS 38 are met, and is measured at the directly attributable cost of the Group’s own development staff. Expenditure
that does not meet those criteria, including research expenditure and the cost of maintaining and supporting software already in
use, is recognised in profit or loss as it is incurred. The judgement involved in applying the criteria is described in note 2.
Development costs expensed during the year, being the salaries and contractor costs of the development team that were not
capitalised, were NZ$707,878 (A$610,661) (30 June 2025: NZ$710,693; A$648,087). They are included in employee benefits
expense in note 7.
AMORTISATION AND USEFUL LIVES
Goodwill has an indefinite useful life and is not amortised. Every other class of intangible asset has a finite useful life and is
amortised on a straight-line basis from the date it is available for use. Software development costs are amortised over five
years, patents and trademarks over two to five years, the customer list over six years and acquired software over five years.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted where appropriate; the
useful life of developed technology is a critical estimate, described in note 2.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 38
Amortisation and any impairment of intangible assets are presented within depreciation, amortisation and impairment in the
statement of profit or loss.
Note 20 — Trade and other payables
JUN 2026 NZ$JUN 2025 NZ$
TRADE AND OTHER PAYABLES
Trade payables608,778430,233
GST and PAYGW Payable451,124393,937
Accrued expense323,088311,908
Other payables186,77456,541
Deferred income116,54434,026
Total trade and other payables1,686,3081,226,644
AUSTRALIAN TAXATION OFFICE PAYMENT ARRANGEMENTS
The Group has payment arrangements with the Australian Taxation Office in respect of outstanding goods and services tax and
PAYG withholding liabilities. The arrangement in place at 30 June 2025 was superseded in December 2025 by a new
arrangement, and a further arrangement was entered into in May 2026. Both were in place at balance date, and their balances
are included within GST and PAYG wages payable above.
The December 2025 arrangement is repayable by monthly instalments and bears interest, which is recognised as it accrues. The
May 2026 arrangement was entered into under the Australian Taxation Office’s Fuel Response programme and is interest free.
Both are carried at the principal outstanding.
The portion of the arrangements not repayable within twelve months of balance date is presented in other non-current liabilities.
Note 20 (cont.) — Other liabilities
JUN 2026 NZ$JUN 2025 NZ$
OTHER CURRENT LIABILITIES
Deferred revenue - Government grants18,117—
Other current liabilities—84,353
Total other current liabilities18,11784,353
OTHER NON-CURRENT LIABILITIES
GST and PAYGW Payable141,361—
Deferred income112,289—
Deferred revenue - Government grants36,234—
Other non-current liabilities—331,161
Total other non-current liabilities289,884331,161
Total other liabilities308,001415,515
OTHER LIABILITIES
Other current liabilities and other non-current liabilities comprise deferred income on a government grant and, at 30 June 2025,
the royalty liability owing to Pure Asset Management.
The government grant is the unreleased balance of the Australian research and development tax incentive received in July 2024,
which is released to other income over five years. The accounting policy and the amount recognised in the year are set out in
note 5. The balance is split between current and non-current according to when it will be released.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 39
The royalty liability was extinguished on 30 June 2026, when the remaining royalty payable to Pure Asset Management was
bought out and settled by the issue of 10,000,000 ordinary shares, so no balance remains at balance date (30 June 2025:
NZ$84,353 current and NZ$331,161 non-current).
Other non-current liabilities also include the portion of the Australian Taxation Office payment arrangements described above
that is not repayable within twelve months of balance date.
Note 21 — Issued capital
MOVEMENTS IN ORDINARY SHARE CAPITALDATESHARES
(NUMBER)
ISSUE PRICE
NZ$
TOTAL NZ$
Opening balance30 June 2025232,328,93724,652,765
Share capital issued(a)July 20252,845,4000.214609,975
Share capital issued(b)14 August 20257,537,2040.0768578,513
Share capital cancelled(c)28 November 2025(3,401,041)——
Share capital issued(d)1 December 202545,000,000——
Share capital issued(e)3 December 202513,333,3330.07731,030,313
Share capital cancelled(f)June 2026(356,294)0.0434(15,465)
Share capital issued(g)30 June 202610,000,0000.0470470,000
Less: capital raising costs—(502,180)
Closing balance30 June 2026307,287,53926,823,921
TERMS OF ORDINARY SHARES AND MOVEMENTS IN THE YEAR
RIGHTS ATTACHING TO ORDINARY SHARES
Ordinary shares are classified as equity. The holders of ordinary shares are entitled to participate in dividends and in 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 on a poll each share is entitled to one vote. The Company does not have authorised capital
or a par value in respect of its shares. Incremental costs directly attributable to the issue of ordinary shares, and of share
options that vest immediately, are recognised as a deduction from equity.
MOVEMENTS IN THE YEAR
(a) During July 2025 the Company issued 2,845,400 ordinary shares under its At-the-Market facility with Novus Capital Limited
for total proceeds of A$561,480, being 1,825,322 shares settled on 7 July 2025 at prices between A$0.185 and A$0.240 and
1,020,078 shares settled on 14 July 2025 at prices between A$0.165 and A$0.195.
(b) On 14 August 2025 the Company issued 7,537,204 ordinary shares at A$0.07 per share, being A$527,604, to Pure Asset
Management Pty Ltd in satisfaction of the fee for cancelling the Tranche A and Tranche B warrants granted under the Warrant
Deed dated 4 November 2022. The cancellation was approved by shareholders at the extraordinary general meeting held on 13
August 2025.
(c) On 28 November 2025, 3,401,041 ordinary shares previously issued to Novus Capital Limited as collateral under the At-the-
Market facility were returned and cancelled. No consideration was paid or received.
(d) On 1 December 2025 the Company issued 45,000,000 ordinary shares to Novus Capital Limited for no consideration, as
collateral to establish an at-the-market facility. Under the facility deed any collateral shares remaining when the facility
terminates or expires are bought back by the Company for nil consideration, or paid for by Novus at a price agreed between
them.
(e) On 3 December 2025 the Company issued 13,333,333 ordinary shares under its initial public offer at NZ$0.075 per share, or
A$0.068 for applications made in Australian dollars, raising NZ$1,030,313. Both prices were fixed on the one-month volume
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 40
weighted average price of Locate Technologies Limited (ACN 636 364 246) shares to 10 September 2025. On 16 December
2025 the Company completed a scheme of arrangement under which it acquired that company and listed on the NZX Main
Board in place of its ASX listing. Shareholders received one ordinary share in the Company for each share they held, so the
scheme itself did not alter the number of shares on issue.
(f) On 20 April 2026 the Company announced an on-market share buyback programme through the NZX Main Board, made
under section 60 of the Companies Act 1993 and in accordance with NZX Listing Rule 4.14, for up to NZ$500,000 in aggregate
purchase price and up to 14,882,192 ordinary shares, whichever is reached first, and running for up to twelve months. During the
year the Company acquired 356,294 ordinary shares on-market for a total consideration of NZ$15,465, at prices between
NZ$0.0417 and NZ$0.0480 per share. The shares were cancelled on acquisition, none is held as treasury stock, and the
consideration paid was deducted from issued capital.
(g) On 30 June 2026 the Group settled the buyout price owing to Pure Asset Management under the Royalty Deed by issuing
10,000,000 fully paid ordinary shares. In accordance with IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments the
shares were measured at their fair value on the date the liability was extinguished, being the NZX closing price of NZ$0.047, or
NZ$470,000.
CAPITAL MANAGEMENT
The key objectives of the Company when managing capital are to safeguard its ability to continue as a going concern and
maintain optimal benefits to stakeholders. The Company defines capital as its equity and net debt.
There has been no change to capital risk management policies during the year.
The Company manages its capital structure and makes funding decisions based on the prevailing economic environment and
has a number of tools available to manage capital risk.
Note 22 — Reserves
JUN 2026 NZ$JUN 2025 NZ$
Employee share option plan1,768,8731,768,873
New employee share option plan186,202148,387
2024 employee share option plan307,722127,218
Warrants reserve—607,586
Options reserve54,59754,597
Revaluation reserve—19,418
Foreign currency translation reserve1,281,5461,143,240
Exchange difference on reserves released during the year(1,110)—
Total reserves3,597,8303,869,318
NATURE AND PURPOSE OF RESERVES
SHARE-BASED PAYMENTS RESERVES
The employee share option plan reserves record the cumulative fair value, measured at grant date, of options granted to
employees and Directors, recognised as an expense over the vesting period. On exercise the balance attributable to those
options is transferred to share capital. The plans are described in note 23.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 41
WARRANTS RESERVE
The warrants reserve recorded the portion of the proceeds of the Pure loan facility attributed to the warrants issued to Pure
Asset Management Pty Ltd under the Warrant Deed dated 4 November 2022, the remainder being allocated to the debt
component and carried at amortised cost. All 19,000,000 warrants were cancelled in August 2025 for a fee of A$527,604
satisfied in shares, as described in note 21, so the reserve is nil at 30 June 2026.
OPTIONS RESERVE
The options reserve records the fair value of the free-attaching investor options issued to participants in the March 2025
placement, measured at grant date and allocated from the placement proceeds on the basis of relative fair values. The options
are described in note 23.
REVALUATION RESERVE
The revaluation reserve records the cumulative net revaluation surplus on the Group’s Bitcoin holding under the NZ IAS 38
revaluation model, as described in note 17. Increases are recognised in other comprehensive income and accumulated in this
reserve; decreases are charged against it to the extent of the balance held, and only the excess is recognised in profit or loss.
The reserve is not recycled to profit or loss. The surplus carried at 30 June 2025 was reversed by decreases in fair value during
the year, so the reserve is nil at 30 June 2026.
FOREIGN CURRENCY TRANSLATION RESERVE
The foreign currency translation reserve records the exchange differences arising on translating the results and financial
position of Group entities whose functional currency differs from the New Zealand dollar presentation currency, together with
the effect of the re-presentation of the comparative period described in note 1. The balance relating to a foreign operation is
reclassified to profit or loss on its disposal. Issued capital, reserves and accumulated losses are carried at the exchange rates
ruling when they arose, so the reserve is the difference between net assets at the closing rate and those components of equity
at historical rates.
Exchange differences on translation are recognised in other comprehensive income and are presented as a component of it in
the statement of profit or loss and other comprehensive income and in the statement of changes in equity.
Each reserve is carried at its historical rate plus the movements of the year translated at the average rate for the year; a reserve
released on a transaction with owners is released at the rate at which it was carried.
Note 23 — Share-based payments
Movements in the number of options on issue during the year were as follows.
HELD AT START
OF THE YEAR
GRANTED
DURING THE
YEAR
EXERCISEDANY OTHER
CHANGES
HELD AT END OF
THE YEAR
OF WHICH
EXERCISABLE AT
THE END OF THE
YEAR
Employee share option plan7,408,434———7,408,4347,408,434
New employee share option plan7,643,895——(349,999)7,293,8961,099,271
2024 employee share option plan14,900,0001,200,000—(150,000)15,950,0002,791,667
Investor options3,571,428———3,571,4283,571,428
OPTIONS OUTSTANDING AT THE END OF THE YEAR
OPTIONS
OUTSTANDING
WEIGHTED
AVERAGE
EXERCISE PRICE
NZ$
WEIGHTED AVERAGE
REMAINING
CONTRACTUAL LIFE
(YEARS)
RANGE OF EXERCISE
PRICES NZ$
Employee share option plan7,408,4340.2070.200.207
New employee share option plan7,293,8960.2122.840.130 – 0.377
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 42
OPTIONS
OUTSTANDING
WEIGHTED
AVERAGE
EXERCISE PRICE
NZ$
WEIGHTED AVERAGE
REMAINING
CONTRACTUAL LIFE
(YEARS)
RANGE OF EXERCISE
PRICES NZ$
2024 employee share option plan — granted 20 December 202414,750,0000.1493.470.149
2024 employee share option plan — granted during the year
ended 30 June 2026
1,200,0000.1140.114
Investor options3,571,4280.0980.200.097 – 0.099
SHARE-BASED PAYMENT ARRANGEMENTS
Options granted under the Group’s plans are granted for no consideration, carry no dividend or voting rights, and convert into one
ordinary share each on exercise. The expense is recognised within employee benefits expense in the statement of profit or loss
and other comprehensive income, with the corresponding credit to the reserves described in note 22.
EXCHANGE OF OPTIONS ON FORMATION OF THE GROUP
Prior to its listing the Company entered into option sale and purchase agreements with each holder of options over shares in the
Australian Entity, under which it agreed to acquire all of their vested and unvested options in exchange for the issue of the same
number of options over shares in the Company, on generally equivalent terms. The options acquired by the Company were
forfeited, and the new options were issued immediately following the acquisition of the Australian Entity.
EMPLOYEE SHARE OPTION PLANS
The Company operates equity-based long-term option plans to assist in the attraction, motivation, retention and reward of key
management personnel and other eligible employees. Under the rules of each plan the Board has a discretion to offer options to
acquire shares to senior management, Directors and other nominated key employees, subject to service-based conditions,
performance hurdles, or both. Once vested, options remain exercisable for a fixed period from the issue date of the options
originally issued by the Australian Entity.
Three employee arrangements were in place during the year. The Employee Share Option Plan predates the Australian Entity’s
listing; its options were granted on 10 September 2021, are fully vested, are exercisable at NZ$0.207 and expire on 10
September 2026. The New Employee Share Option Plan was established after that listing and its options were granted in four
tranches between November 2022 and March 2024, at exercise prices between NZ$0.130 and NZ$0.377, expiring between
November 2027 and March 2030. The 2024 Employee Share Option Plan comprises two tranches: options granted on 20
December 2024, exercisable at NZ$0.149 and expiring on 20 December 2029, of which 14,750,000 remained on issue at 30 June
2026; and 1,200,000 options granted during the year ended 30 June 2026, exercisable at NZ$0.114. Options outstanding under
each arrangement, and their weighted average exercise prices, weighted average remaining contractual lives and range of
exercise prices, are set out in the tables above.
INVESTOR OPTIONS
Free-attaching options were issued to participants in the March 2025 placement, one for every two new shares subscribed,
exercisable at NZ$0.097 or NZ$0.099 and expiring on 10 September 2026. A total of 3,571,428 investor options were granted,
none was exercised, forfeited, lapsed or expired during the year, and all 3,571,428 remained unexercised at 30 June 2026.
MEASUREMENT
The cost of equity-settled share-based payments is measured at the fair value of the instrument at grant date, determined using
a Black-Scholes model or, where the award carries a market condition, a Monte Carlo simulation. The models take into account
the exercise price and any price cap, the term of the instrument, the share price at grant date, the expected volatility of the
underlying share, the expected dividend yield, the risk-free interest rate for the term, and — for a Monte Carlo valuation — the
correlations and volatilities of the Company and a group of peer companies. Valuations are adjusted to reflect the likelihood of
non-market vesting conditions being met.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 43
MODEL INPUTS
The inputs to the grant-date valuations of the arrangements in place during the year were as follows. Exercise prices and fair
values are stated in Australian dollars, the currency in which the options were granted; the New Zealand dollar exercise prices
are shown in the tables above.
EMPLOYEE SHARE OPTION PLAN — GRANTED 10 SEPTEMBER 2021
an exercise price of A$0.20 per option, exercisable for 60 months from the grant date;
expected volatility of 80%, based on the historical volatility of a group of peer companies;
a risk-free interest rate of 0.4%, being the yield on a ten-year Commonwealth Government bond at around the grant date; and
a fair value at grant date of approximately A$0.126 per option for options subject to service conditions and to certain
performance hurdles, and A$0.102 per option for the other options subject to performance hurdles.
NEW EMPLOYEE SHARE OPTION PLAN — FOUR TRANCHES, 2022 TO 2024
Options were granted on 30 November 2022, 7 March 2023, 28 July 2023 and 21 March 2024.
exercise prices of A$0.35 (November 2022), A$0.20 (March and July 2023) and A$0.12 (March 2024) per option; the
November 2022 tranche is exercisable for five years from its grant date and the 2023 and 2024 tranches for six years, and
the options were valued over those terms;
share prices at grant of A$0.076 (March 2023), A$0.068 (July 2023) and A$0.063 (March 2024);
expected volatility of 80%, based on the historical volatility of a group of peer companies, as for the earlier grants, and no
dividends;
risk-free interest rates of 3.40% (March 2023), 3.84% (July 2023) and 4.15% (March 2024), being the yield on a ten-year
Commonwealth Government bond at around each grant date; the November 2022 tranche was valued at the ten-year bond
yield at its grant date;
the Black-Scholes model for options with service or revenue conditions, and a barrier model for options with a share-price
condition, tested against a share price rising by 25% a year over five years; and
fair values at grant date of approximately A$0.039 per option for the November 2022 tranche, A$0.041 for the March 2023
tranche, A$0.036 for the July 2023 tranche, and A$0.038 for the March 2024 tranche (A$0.035 for the options in that tranche
with the share-price condition).
2024 EMPLOYEE SHARE OPTION PLAN — GRANTED 20 DECEMBER 2024
an exercise price of A$0.135 per option, exercisable for 60 months from the grant date;
expected volatility of 61%, based on the historical volatility of trading in the Company’s shares on the ASX in the twelve
months to the grant date;
a risk-free interest rate of 4.35%, being the yield on a ten-year Commonwealth Government bond at around the grant date;
and
a fair value at grant date of approximately A$0.035 per option.
INVESTOR OPTIONS — ISSUED 11 MARCH 2025
an exercise price of A$0.09 per option, vesting immediately on issue and exercisable until 10 September 2026,
approximately eighteen months from issue;
expected volatility of 70%, based on the historical volatility of trading in the Company’s shares on the ASX;
a risk-free interest rate of 4.42%, being the yield on a ten-year Commonwealth Government bond at around the issue date;
and
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 44
a fair value at issue of approximately A$0.035 per option, of which A$49,500 in total was allocated to the options reserve
from the placement proceeds on a relative fair value basis (note 22).
OPTIONS GRANTED DURING THE YEAR
1,200,000 options were granted under the 2024 Employee Share Option Plan during the year ended 30 June 2026, exercisable at
NZ$0.114 per option. No options were granted under the Employee Share Option Plan or the New Employee Share Option Plan
during the year, no options under any plan were exercised, and none expired. The other changes shown in the tables above are
options that lapsed on cessation of employment: 100,000 options under the 2024 Employee Share Option Plan lapsed unvested
during the year, and the balance lapsed on cessations that occurred before the beginning of the year. The expense recognised in
respect of the other plans is the continuing recognition of grants made in earlier periods over their remaining vesting periods.
COMPARATIVE PERIOD
In the year ended 30 June 2025 no options were granted or exercised under the Employee Share Option Plan or the New
Employee Share Option Plan. Options on issue under the Employee Share Option Plan moved from 10,371,807 to 7,408,434 and
those under the New Employee Share Option Plan from 8,637,791 to 7,643,895, in each case through other changes of 2,963,373
and 993,896 respectively. The 2024 Employee Share Option Plan and the investor options were both established during that year,
and 14,900,000 and 3,571,428 options respectively were on issue and unexercised at 30 June 2025.
OPTIONS EXERCISABLE AT THE END OF THE YEAR
Of the 34,223,758 options on issue at 30 June 2026, 14,870,800 were vested and exercisable and 19,352,958 were not yet
exercisable. The Employee Share Option Plan options and the investor options are exercisable in full.
EXPENSE RECOGNISED
The total expense arising from share-based payment transactions recognised during the year was NZ$218,320 (A$188,337)
(2025: NZ$191,299; A$174,447), all of it in respect of equity-settled arrangements with employees and included within employee
benefits expense in note 7.
Note 24 — Interests in subsidiaries
SUBSIDIARYCOUNTRY OF
INCORPORATION
% HELD JUN 2026% HELD JUN
2025
Zoom2u Pty LimitedAustralia100%100%
Locate2u Pty LimitedAustralia100%100%
2u Enterprises Pty LimitedAustralia100%100%
Locate IP Pty LimitedAustralia100%100%
Locate2u USA IncUnited States100%100%
Locate2u UK LtdUnited Kingdom100%100%
Locate2u Pte LtdSingaporederegistered100%
Talcasoft Australia Pty LtdAustralia100%100%
Drivers2u Pty LtdAustralia100%100%
Locate Technologies Pty LtdAustralia100%n/a
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 45
Note 25 — Related parties (KMP remuneration)
JUN 2026 NZ$JUN 2025 NZ$
Short-term employee benefits725,360685,375
Long-term benefits5,1438,128
Post-employment benefits30,60327,744
Share-based payments103,63985,371
Total864,745806,618
RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
KEY MANAGEMENT PERSONNEL
Key management personnel are the Directors of the Company and those executives having authority and responsibility for
planning, directing and controlling the activities of the Group. Their aggregate compensation for the year is set out in the table
above.
That total is prepared on a different basis from the directors’ remuneration disclosed in the Directors’ disclosures section of the
annual report, which is required by section 211(1)(f) of the Companies Act 1993 to cover the total remuneration and other
benefits received by each director and former director from the Company during the accounting period. The Directors’
disclosures figure is the wider of the two.
RELATED PARTIES
The Group’s main related parties are as follows:
Key management personnel — their compensation for the year is set out in the table above.
Subsidiaries — refer to note 24. Transactions and balances between Group companies are eliminated on consolidation and
are not disclosed as related party transactions.
Other related parties include close family members of key management personnel and entities that are controlled or
significantly influenced by those key management personnel or their close family members.
Other than the above, there were no related party transactions during the years ended 30 June 2026 and 30 June 2025.
Note 26 — Commitments and contingencies
CAPITAL COMMITMENTS
The Group had no contractual commitments to purchase property, plant and equipment at 30 June 2026 (2025: nil).
OTHER COMMITMENTS
The Group had no other material commitments as at 30 June 2026 (2025: nil).
CONTINGENT LIABILITIES AND CONTINGENT ASSETS
In the opinion of the Directors, the Group had no contingent liabilities or contingent assets as at 30 June 2026 (2025: nil).
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 46
Note 27 — Events after the reporting date
SHARES ISSUED UNDER THE AT-THE-MARKET FACILITY
On 15 July 2026 the Company issued 1,133,212 fully paid ordinary shares at NZ$0.08 per share under its At-the-Market facility
with Novus Capital Limited, raising NZ$90,657 before costs. A subscription fee of NZ$4,533 and NZX listing fees of NZ$1,728
were charged against issued capital, and the Company received NZ$86,089 in cash. No further shares have been issued under
the facility, and no ordinary shares have been acquired under the on-market buyback programme described in note 21, since the
reporting date.
SHARE OPTIONS
On 10 September 2026, 7,408,434 pre-IPO employee options and 3,571,428 investor options expired unexercised. On 29
September 2026 the Board resolved, in respect of two former option holders who have left the Group, that 2,600,000 options
subject to performance hurdles lapse, and that their remaining service-based options vest early. No other options over ordinary
shares have been granted, exercised, cancelled or lapsed since the reporting date.
BITCOIN
The Group has neither acquired nor disposed of Bitcoin since the reporting date and continues to hold the 12.3 Bitcoin disclosed
in note 17.
THE PURE FACILITY
The Pure facility remains outstanding on the terms set out in note 14, and no binding refinancing agreement had been entered
into at the date of these financial statements. The Directors’ assessment of going concern, and the material uncertainty arising
from the requirement to refinance or restructure the facility before it terminates on 7 November 2026, are set out in note 3.
Other than the matters set out above, no matters or circumstances have arisen since the end of the financial year which have
significantly affected, or could significantly affect, the operations of the Group, the results of those operations, or the state of
affairs of the Group in future financial years.
Note 28 — Remuneration of auditors
JUN 2026 NZ$JUN 2025 NZ$
REMUNERATION OF THE AUDITOR GRANT THORNTON NEW ZEALAND AUDIT LIMITED, FOR:
auditing the financial statements96,500—
other services——
Total96,500—
REMUNERATION OF THE AUDITOR WALKER WAYLAND NSW, FOR:
auditing and reviewing the financial statements—76,762
other services——
Total—76,762
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 47
Audit Trail
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---
NZX: LOC
FOR THE YEAR ENDED 30 JUNE 2026
ANNUAL
REPORT 2026
LOCATE TECHNOLOGIES LIMITEDCOMPANY NUMBER 9371162PRESENTED IN NZ$
₿
THIS YEAR the expectations around delivery kept rising.
Customers want to know where their order is, when it will arrive,
and who is bringing it. Businesses feel that pressure, and
increasingly they are choosing TECHNOLOGY TO ANSWER IT.
Locate2u grew revenue 33.7% in FY26 by giving delivery and
service businesses route optimisation, live tracking and proof of
delivery in one platform. We listed on the NZX MAIN BOARD.
And we kept signing LARGE ENTERPRISE CUSTOMERS.
DEMAND FOR A BETTER DELIVERY
EXPERIENCE IS NOT SLOWING.
NEITHER ARE WE.
LOCATE TECHNOLOGIES · ANNUAL REPORT 202602
ABOUT THIS REPORT · CONTENTS
ABOUT THIS REPORT
This is the annual report of Locate
Technologies Limited (NZX: LOC) for
the year ended 30 June 2026 (FY26),
prepared under the Companies Act
1993, the Financial Markets Conduct
Act 2013 and the NZX Listing Rules.
Comparisons are to the year ended
30 June 2025 (the prior
corresponding period). All amounts
are in New Zealand dollars.
It contains the consolidated financial
statements for the year and the notes
to those statements, the corporate
governance statement, and the
disclosures required by Listing Rules
3.7.1 and 3.8.1. It should be read
together with those documents, and
in particular the Directors' going
concern assessment at note 3 to the
financial statements.
EBITDA and normalised EBITDA
referred to in this report are non-
GAAP measures. They are not
defined by NZ IFRS, are not audited,
and are reconciled to the reported
result on page 15.
CONTENTS
Financial highlights04
Letter from the Chair and CEO05
What we do07
Two engines of growth08
Locate2u in review09
Performance10
The demand we serve11
Moving upmarket to enterprise12
Zoom2u13
Bitcoin treasury14
Financial performance15
Financial position and funding16
Outlook17
Financial summary18
Corporate information19
Board of Directors20
Directorsʼ responsibility
statement
21
Principal risks22
Annual financial statements23
Independent auditorʼs report24
Statement of profit or loss and
OCI
28
Statement of financial position29
Statement of changes in equity30
Statement of cash flows31
Authorisation for issue32
Notes to the financial
statements
33
Corporate governance
statement
69
Ethical standards70
Board composition and
performance
71
Independence72
Board committees74
Reporting and disclosure76
Risk management77
Auditors78
Shareholder rights and relations79
Non-financial reporting80
Board skills matrix82
Remuneration framework83
Directorsʼ disclosures84
Gender composition and Rule
3.8.1
86
Directorsʼ interests87
Shareholder information88
Top 20 shareholders89
NZX Listing Rule disclosures90
Corporate directory91
LOCATE TECHNOLOGIES · ANNUAL REPORT 202603
RESULTS SUMMARY
FINANCIAL HIGHLIGHTS
Continuing operations, compared to the prior corresponding period (PCP), year ended 30 June 2025. NZ$.
GROUP REVENUE
$7.09M
▲ 7.8%
LOCATE2U REVENUE
$3.99M
▲ 33.7%
NORMALISED EBITDA¹
$0.51M
▲ FY25: −$0.10M
EBITDA¹
−$1.48M
▼ FY25: −$0.23M
LOSS AFTER TAX
−$3.55M
▼ FY25: −$1.99M
CASH AND EQUIVALENTS
$1.17M
At 30 June 2026
BITCOIN TREASURY
$1.27M
Carrying amount, at fair value
NZX MAIN BOARD
Listed
Redomicile to NZ completed in FY26
1 EBITDA and normalised EBITDA are non-GAAP measures. They are not defined by NZ IFRS, are unaudited, and should not be viewed in
isolation from or as a substitute for the reported result. Both are reconciled to loss after tax on page 15.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026FINANCIAL HIGHLIGHTS · 04
LETTER FROM THE CHAIR AND CEO
GROWTH WITH PROOF
DREW KELTON, CHAIR · STEVE ORENSTEIN, FOUNDER AND CEO
Dear Shareholders,
On behalf of the Board, we are pleased to present
Locate Technologies' annual results for the year
ended 30 June 2026: our first full-year result as a
company quoted on the NZX Main Board.
FY26 was the year our strategy became visible in
the numbers. Group revenue grew 7.8% to NZ$7.09
million. Normalised EBITDA turned positive at
NZ$0.51 million, from a loss of NZ$0.10 million in the
prior year. And Locate2u, the growth engine of the
Group, grew revenue 33.7%.
It was a year of momentum. We grew the business,
onboarded enterprise customers onto the Locate2u
platform, and completed our redomicile to New
Zealand, reorganising the Group under a New
Zealand parent company and achieving quotation of
our ordinary shares on the NZX Main Board.
Alongside that we stayed focused on growing the
software business and optimised our cost base.
Moving the Group to profitability is the work that
matters most: a profitable company generates
the cash that allows us to continue building our
Bitcoin treasury.
LOCATE2U: THE HEADLINE OF FY26
Locate2u recorded revenue of NZ$3.99 million, up
33.7% on prior corresponding period revenue of
NZ$2.99 million, driven by higher subscription
revenue across the customer base. The segment
result improved from a loss of NZ$1.17 million
to a loss of NZ$132,908, an 89% improvement
that brings the platform to the edge of
segment profitability.
Behind that growth is a simple shift in what
businesses expect from delivery. Their customers
now judge them on the delivery experience they
provide: an accurate delivery window, a live map, a
confirmation at the door. Locate2u gives delivery
and service businesses route optimisation, live
delivery tracking, proof of delivery and field service
management in one platform, and demand from
businesses wanting to offer that experience is what
pulled subscription revenue higher through the year.
The customers winning with Locate2u are fleet
operators, retailers and logistics providers who have
made the delivery experience part of how they
compete. Every route optimised and every delivery
tracked deepens the platform's place in their
operations, and recurring software revenue is now
the engine of the Group.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026LETTER FROM THE CHAIR AND CEO · 05
"Businesses are being judged on the delivery experience they
give their customers. That demand is what pulled Locate2u
forward this year."
STEVE ORENSTEIN · FOUNDER AND CEO
ENTERPRISE CUSTOMERS
The business is increasingly focused on enterprise
customers, where Locate2u delivers the most value
and where a single agreement can cover hundreds
or thousands of drivers. These customers take
driver onboarding, compliance management and
contractor pay processing alongside an end to end
delivery management system, and deployments are
phased as each stage is reviewed. Agreements
signed during the year included a three year
services agreement with FedEx Express Australia.
ZOOM2U AND THE REPORTED RESULT
The Zoom2u segment, which includes the Zoom2u
platform, 2u Enterprises and Shred2u, recorded
revenue of NZ$3.09 million and delivered a segment
profit of NZ$1.27 million. Optimisation of this
business remains a focus for the year ahead.
The reported loss after tax of NZ$3.55 million
principally reflects two items that did not arise in
FY25: an unrealised Bitcoin revaluation loss of
NZ$1.14 million and NZX listing and redomicile costs
of NZ$0.66 million. Excluding those items and other
normalisation adjustments, normalised EBITDA
was positive.
BITCOIN TREASURY
Our Bitcoin holdings did not grow as fast in FY26 as
we would have liked. Through a Bitcoin bear market
we took a prudent approach, staying focused on
maintaining our cash position in line with the
covenants in place with Pure Asset Management and
keeping flexibility for the future.
Our focus has been on turning the Group into a
profitable company. As profitability builds, it allows
us to take those profits and purchase Bitcoin.
Shareholders should not read our inactivity in FY26
as a signal that we are no longer interested in
Bitcoin. We see Bitcoin as an extremely valuable
store of value, and the Company looks to
increase its holding in the future as it becomes
more profitable.
FUNDING AND THE YEAR AHEAD
Completing the refinancing or restructuring of the
Pure Asset Management facility, which terminates
on 7 November 2026, remains our most significant
near-term priority. The Directors' assessment is set
out in note 3 to the financial statements.
Our focus for FY27 is unchanged: continue scaling
Locate2u's recurring software revenues, optimise
the Zoom2u business, and manage treasury and
capital with discipline.
Thank you to our team, to the customers who trust
our platforms with their deliveries every day, and
to our shareholders for your support through a
defining year.
Drew Kelton
Chair
Steve Orenstein
Founder and CEO
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026LETTER FROM THE CHAIR AND CEO · 06
ABOUT US
WHAT WE DO
During FY26 the principal continuing activities of the Group consisted of three
operating platforms, alongside Bitcoin held as a treasury asset.
Locate2uSAAS PLATFORM
A software as a service platform providing route optimisation, live
delivery tracking, proof of delivery and field service management
to delivery and service businesses. The segment also includes
Talcasoft, a software business within the Group.
$3.99M
FY26 REVENUE ▲ 33.7%
Zoom2uMARKETPLACE
A delivery technology platform connecting customers with drivers
for fast delivery services across Australia. Revenue is recognised on
a net basis, reflecting the Group's role as agent. The segment also
includes Shred2u, which provides on-demand and scheduled
secure document destruction services through 2u Enterprises.
$1.27M
FY26 SEGMENT PROFIT
₿
Bitcoin treasuryCAPITAL STRATEGY
Alongside its operating businesses the Group holds Bitcoin as a
treasury asset, measured at fair value and held in custody with Zodia
Custody.
$1.27M
CARRYING AMOUNT
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026WHAT WE DO · 07
OUR STRATEGY
TWO ENGINES OF GROWTH
Locate Technologies operates a dual-engine strategy: building AI-powered logistics
technology while maintaining Bitcoin as a strategic treasury reserve asset.
ENGINE ONE
AI-powered logistics
Scaling Locate2u's recurring software
revenues is the Group's central operating
priority. In FY26 that meant 33.7% revenue
growth, a segment result within
NZ$133,000 of breakeven, and a
three year agreement with FedEx
Express Australia.
Zoom2u and Shred2u share the same
technology backbone and contribute
segment profit that funds the
Group's growth.
Route optimisationLive tracking
Proof of delivery
ENGINE TWO
Bitcoin treasury
Locate Technologies is New Zealand's first
listed Bitcoin treasury company, holding
Bitcoin as a reserve asset alongside its
operating businesses.
The holding is measured at fair value and
held in custody with Zodia Custody, with a
carrying amount of NZ$1.27 million at 30
June 2026.
₿ Reserve asset
Institutional custody
STOCK EXCHANGE
NZX: LOC
BUSINESS
PLATFORMS
3
FY26 REVENUE
$7.09M
BTC TREASURY CO
NZ's first
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026STRATEGY · 08
SECTION · LOCATE2U IN REVIEWNZX: LOC
THE GROWTH ENGINE
+33.7%
LOCATE2U REVENUE GROWTH IN
FY26
Revenue of NZ$3.99 million, up from NZ$2.99 million, driven by higher
subscription revenue across the customer base: businesses choosing to
give their customers a better delivery experience.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026LOCATE2U · 09
LOCATE2U IN REVIEW
PERFORMANCE
REVENUE (NZ$M)
2.99
3.99
FY25FY26
SEGMENT RESULT (NZ$M)
−1.17
−0.13
FY25FY26
Locate2u recorded revenue for the year ended 30
June 2026 of NZ$3,994,962, representing growth of
approximately 33.7% over the prior corresponding
period revenue of NZ$2,988,561. The movement
was driven by higher subscription revenue across
the Locate2u customer base.
The segment recorded a result of a loss of
NZ$132,908, compared with a loss of NZ$1,167,863
in the prior corresponding period, an improvement
of approximately 89% while revenue grew strongly.
SEGMENT RESULT
IMPROVEMENT
89%
SHARE OF GROUP REVENUE¹
~56%
REVENUE
TYPE
Recurring
subscription
1 Locate2u revenue of NZ$3.99M as a proportion of Group
revenue of NZ$7.09M.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026LOCATE2U · 10
LOCATE2U IN REVIEW
THE DEMAND WE SERVE
Fleet operators, retailers and logistics providers are being judged on the delivery experience
they give their customers. Locate2u puts that experience in one platform, and demand for it
drove subscription revenue higher across the customer base in FY26.
Route optimisation
AI-planned routes that fit more stops into a
day, so businesses deliver faster at lower cost
per drop.
Live delivery tracking
Real-time visibility for the business and its
customers: where the order is, and when it
will arrive.
Proof of delivery
Confirmation captured at the door, closing the
loop on every delivery and every dispute.
Field service management
Scheduling and visibility for service teams,
run on the same routing and tracking
backbone.
Every route optimised and every delivery tracked deepens the
platform's place in a customer's operations.
RECURRING REVENUE
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026LOCATE2U · 11
LOCATE2U IN REVIEW · ENTERPRISE
MOVING UPMARKET TO
ENTERPRISE
Locate2u is focusing on the customers where the platform delivers the most value: enterprise
fleets running hundreds or thousands of drivers, where routing, compliance and delivery
visibility have to work at scale. Those customers take more of the platform, stay longer, and
account for a growing share of subscription revenue.
33.7%
LOCATE2U REVENUE
GROWTH
Multi-
year
ENTERPRISE
CONTRACT TERMS
Thousands
DRIVERS PER ENTERPRISE
FLEET
Phased
DEPLOYMENT MODEL
WHAT ENTERPRISE CUSTOMERS TAKE
→Driver onboarding
→Compliance management
→Contractor pay processing
→An end to end delivery management system
Enterprise deployments are phased, beginning with
a defined group of drivers and expanding as each
phase is reviewed. Among the agreements signed
during the year was a three year services agreement
with FedEx Express Australia Pty Ltd, announced on
6 and 7 May 2026, which the Company considers
strategically significant given that customer's
position in the Australian logistics market.
HOW ENTERPRISE REVENUE WORKS
Enterprise customers pay a setup fee to
implement the software, followed by an
ongoing monthly recurring fee. The recurring
fee is typically based on the features the
customer has signed up to and the number of
drivers in the system, so revenue grows as a
customer deploys the platform more widely.
Customers typically sign for a contract period
of 12 to 36 months, depending on the size of
the transaction.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026LOCATE2U · 12
OPERATIONS REVIEW
ZOOM2U
$3.09M
FY26 SEGMENT REVENUE
$3.58M
FY25 SEGMENT REVENUE
$1.27M
FY26 SEGMENT PROFIT
The revenue of the Zoom2u business segment,
which includes the Zoom2u platform, 2u Enterprises
and Shred2u, for the year ended 30 June 2026 was
NZ$3,091,928, compared with NZ$3,582,815 in the
prior corresponding period. The Zoom2u platform
generated lower revenue than in the prior
corresponding period.
Revenue is recognised on a net basis, reflecting the
Group's role as agent in arranging deliveries
between customers and independent courier
drivers. The revenue reported for this segment is
therefore not the total transaction value processed
through the platform.
The segment delivered a segment result of a profit
of NZ$1,271,240, compared with a profit of
NZ$1,557,550 in the prior corresponding period, and
remains a profitable contributor to the Group.
Optimisation of the Zoom2u business is one of the
Directors' three priorities for the year ahead.
Shred2u. On-demand and scheduled secure document
destruction services, operated through 2u Enterprises
on the same AI routing and scheduling backbone and
reported within this segment.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026ZOOM2U · 13
CAPITAL STRATEGY
BITCOIN TREASURY
Locate Technologies is New Zealand's first listed Bitcoin treasury company,
holding Bitcoin as a reserve asset alongside its operating businesses.
$1.27M
CARRYING AMOUNT, 30 JUNE
2026
$1.77M
30 JUNE 2025
Zodia
INSTITUTIONAL CUSTODY
The Bitcoin holding is held in custody with Zodia
Custody and is measured at fair value, with
movements recognised through the profit or loss
(refer to note 17 to the financial statements).
In FY26 an unrealised Bitcoin revaluation loss of
NZ$1,144,768 was recognised within other
expenses. As an unrealised, non-cash fair value
movement, it is added back in arriving at
normalised EBITDA.
₿
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026BITCOIN TREASURY · 14
FINANCIALS
FINANCIAL PERFORMANCE
Group revenue for the year ended 30 June 2026 was
NZ$7,086,890, compared with NZ$6,571,376 in the
prior corresponding period, growth of approximately
7.8%. The loss after income tax for the Group
amounted to NZ$3,553,474 (30 June 2025:
NZ$1,991,453). EBITDA for the year was a loss of
NZ$1,484,581 (prior year: a loss of NZ$225,086).
Employee benefits expense fell to NZ$3,834,958
(PCP: NZ$4,091,296). Other expenses were
NZ$4,783,068 (PCP: NZ$2,808,754); the movement
principally reflects the unrealised Bitcoin revaluation
loss and the costs of the NZX listing and redomicile,
partly offset by lower software subscription and
marketing costs. Under the revaluation model applied
to the Bitcoin holding, a decrease in fair value is
recognised in other comprehensive income only to the
extent of the revaluation surplus held for that asset,
and in profit or loss beyond that. Of the total
revaluation decrease for the year, NZ$1,144,768 was
recognised in profit or loss within other expenses and
NZ$20,528 in other comprehensive income. The
movement is set out in note 17.
Depreciation, amortisation and impairment was
NZ$1,291,763 (PCP: NZ$1,182,626). Finance costs
were NZ$780,948 (PCP: NZ$615,778) and finance
income was NZ$3,819 (PCP: NZ$32,078).
RECONCILIATION OF LOSS AFTER TAX TO EBITDA AND NORMALISED EBITDA¹
NZ$FY26FY25
Loss after tax (as reported)(3,553,474)(1,991,453)
Add: income tax expense / (benefit)–41
Add: finance costs780,948615,778
Less: finance income(3,819)(32,078)
Add: depreciation, amortisation and impairment1,291,7631,182,626
EBITDA(1,484,581)(225,086)
Add: unrealised Bitcoin revaluation loss1,144,768–
Add: NZX listing and redomicile transaction costs659,176–
Add / (less): other normalisation adjustments187,659127,405
Normalised EBITDA507,022(97,681)
1 EBITDA is a non-IFRS measure presented to provide an understanding of the performance of the Group's operations; in the opinion of the
Directors it reflects the results generated from ongoing operating activities. Normalised EBITDA adjusts EBITDA for non-recurring items
and non-cash fair value movements that are not reflective of underlying operating performance. The non-IFRS financial information is
unaudited.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026FINANCIALS · 15
FINANCIALS
FINANCIAL POSITION AND
FUNDING
$1.17M
CASH AND
EQUIVALENTS
$1.27M
BITCOIN AT FAIR
VALUE
−1.19c
NET TANGIBLE
ASSETS PER SHARE
7 Nov 2026
FACILITY TERMINATION
DATE
As at 30 June 2026, the Group held cash and cash
equivalents of NZ$1,165,791 (30 June 2025:
NZ$1,945,763) and Bitcoin with a carrying amount
of NZ$1,266,790 (30 June 2025: NZ$1,770,215).
The Bitcoin holding is held in custody with Zodia
Custody and is measured at fair value (note 17).
The Group's secured facility with Pure Asset
Management terminates on 7 November 2026 and is
therefore presented as a current liability at the
reporting date. Pure has confirmed to the Company,
on a non-binding basis, its intention to convert
A$1,000,000 of the principal outstanding into a
convertible note, with the remaining A$3,000,000 to
be refinanced.
The terms of the proposed convertible note have not
been finalised and remain subject to documentation
and, where required, approval under the NZX Listing
Rules. The Company has received a non-binding
term sheet from a bank in relation to the refinancing,
and remains in active discussions with a number of
parties to complete the refinancing process. No
binding agreement had been entered into at the
date of this report.
The Directors' going concern assessment, including
the material uncertainty arising from the
requirement to refinance or restructure the facility,
is set out in note 3 to the financial statements in
this report.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026FINANCIALS · 16
THE YEAR AHEAD
OUTLOOK
The Directors' focus for the year ahead is the continued scaling of Locate2u's recurring
software revenues, the optimisation of the Zoom2u business, and disciplined treasury and
capital management.
01
Scale Locate2u's recurring software revenues
Continue the subscription growth that delivered 33.7% in FY26, serving businesses that
compete on the delivery experience they give their customers.
02
Deploy enterprise customers
Onboard and scale the enterprise customers signed to the Locate2u platform, including the
phased deployment of the FedEx Australia agreement. Revenue under that agreement is
variable; nothing in this report is a revenue forecast.
03
Optimise Zoom2u and manage capital with discipline
Maintain the segment's profitability while completing the refinancing or restructuring of the
Pure Asset Management facility, the Group's most significant near-term priority (note 3).
This report contains forward-looking statements. Those statements are based on assumptions and expectations current at the date of this
report and are subject to risks and uncertainties, many of which are outside the Group's control. Actual results may differ materially. The
Group does not undertake to update forward-looking statements except as required by the NZX Listing Rules.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026OUTLOOK · 17
FINANCIAL SUMMARY
FINANCIAL SUMMARY
Name of issuerLocate Technologies LimitedReporting period12 months to 30 June 2026
Previous corresponding
period
12 months to 30 June
2025
Presentation currencyNew Zealand dollars (NZ$)
SUMMARY (NZ$)30 JUNE 202630 JUNE 2025MOVEMENT
Revenue from continuing operations7,086,8906,571,376+7.8%
Loss before income tax(3,553,474)(1,991,412)−78.4%
Loss after income tax attributable to shareholders(3,553,474)(1,991,453)−78.4%
Total comprehensive loss for the period(3,435,696)(1,972,033)−74.2%
Net tangible assets per share (cents)−1.19−0.65–
Net tangible assets per share is net assets less intangible
assets and goodwill, divided by the ordinary shares on
issue at the reporting date. Basic and diluted loss per
share are the figures presented on the face of the
statement of profit or loss and other comprehensive
income (refer to note 9).
No dividends have been declared for the period. The
Company does not currently pay dividends. The Board will
reconsider its dividend policy once the Group is
sustainably profitable and the Pure Asset Management
facility has been refinanced.
The Directors' going concern assessment is set out at
note 3 to the financial statements in this report.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026RESULTS SUMMARY · 18
CORPORATE INFORMATION
ABOUT LOCATE TECHNOLOGIES
Locate Technologies Limited (NZX: LOC) is an AI-powered delivery and logistics technology
company. The Group operates two complementary platforms: Locate2u, a route optimisation
and delivery management platform used by fleet operators, retailers, and logistics providers
internationally, with AI features deployed in the product for customers; and Zoom2u, an on-
demand courier and delivery marketplace across Australia that uses AI internally to run its
dispatch and logistics operations. The Group's platforms provide route planning, delivery
management, and real-time visibility for businesses of all sizes.
Locate Technologies is also New Zealand's first listed Bitcoin treasury company, holding Bitcoin
as a reserve asset alongside its operating businesses.
IssuerLocate Technologies LimitedTickerNZX: LOC
Company number9371162Presentation currencyNew Zealand dollars (NZ$)
Balance date30 JuneBitcoin custodianZodia Custody
EBITDA and normalised EBITDA are non-GAAP measures. They are not defined by NZ IFRS, are not audited, and should not be
viewed in isolation from or as a substitute for the reported result.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026CORPORATE INFORMATION · 19
GOVERNANCE
BOARD OF DIRECTORS
Board composition as at 30 June 2026. Michael Gayst ceased to hold office as a Director on 31 March 2026.
Drew Kelton
NON-EXECUTIVE CHAIR
Independent
Global business leader with
extensive ICT and
telecommunications experience.
Non-executive director of
Superloop and SharonAI Holdings
Inc (NASDAQ: SHAZ); formerly
Firstwave Cloud Technology (chair)
and Megaport. Senior roles with
Docusign, T-Mobile USA, Bharti
Airtel and Telstra.
Member, Audit & Risk Committee ·
Member, Remuneration & Nomination
Committee
Steve Orenstein
FOUNDER AND CEO
Executive
Founded Zoom2u in 2014 and has
led the business ever since,
bringing significant software and
entrepreneurial experience in job
management and dispatch systems.
Previously founded Connect2Field,
acquired by NYSE-listed
Fleetmatics.
Member, Audit & Risk Committee ·
Member, Remuneration & Nomination
Committee
Michael Rosenbaum
NON-EXECUTIVE DIRECTOR
Independent
Leader and adviser to high-growth
technology companies. Co-founded
and led DealsDirect to exit
(GraysOnline); CEO of Spacer
Technologies, a marketplace for
storage, parking and mobility
services in Australia and the United
States. Non-Executive Director of
Camplify Holdings Limited (ASX:
CHL).
Member, Audit & Risk Committee ·
Member, Remuneration & Nomination
Committee
Brett O'Riley
NON-EXECUTIVE DIRECTOR
Independent
Managing Director of advisory firm
OʼRiley Consulting Group. Board
member of the Environmental
Protection Authority and WorkSafe
New Zealand, Executive Chair of
Nexttera and GSD Corporation, and
Director of Ora Pharm and Taiyung
Investments.
Chair, Remuneration & Nomination
Committee · Member, Audit & Risk
Committee
Janine Grainger
NON-EXECUTIVE DIRECTOR
Independent
Fintech entrepreneur with deep
experience in strategy, finance and
technology. Co-founded Easy
Crypto, growing it to more than
250,000 customers and over NZ$4
billion transacted, and led its exit in
2025 as CEO.
Chair, Audit & Risk Committee ·
Member, Remuneration & Nomination
Committee
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 20
COMPANIES ACT 1993, SECTION 211
DIRECTORS' RESPONSIBILITY
STATEMENT
The Directors are responsible for preparing an annual report and financial statements for Locate Technologies
Limited and its subsidiaries (the Group) that comply with the Companies Act 1993, the Financial Markets Conduct
Act 2013 and the NZX Listing Rules.
The Directors are responsible for ensuring that the financial statements give a true and fair view of the financial
position of the Group as at 30 June 2026 and of its financial performance and cash flows for the year ended on
that date, and that they have been prepared in accordance with New Zealand equivalents to International Financial
Reporting Standards and with New Zealand Generally Accepted Accounting Practice.
The Directors consider that appropriate accounting policies have been selected and applied consistently, that the
judgements and estimates made are reasonable and prudent, and that all applicable accounting standards have
been followed.
The Directors are responsible for establishing and maintaining a system of internal control designed to provide
reasonable assurance as to the integrity and reliability of financial reporting. They are responsible for ensuring that
proper accounting records have been kept which enable the financial position of the Group to be determined
with reasonable accuracy and the financial statements to comply with the Financial Markets Conduct Act 2013,
and for taking reasonable steps to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
The financial statements have been prepared on a going concern basis. The Directors' assessment, including the
material uncertainty arising from the requirement to refinance or restructure the facility with Pure Asset
Management before it terminates on 7 November 2026, is set out in note 3 to the financial statements.
The financial statements for the year ended 30 June 2026 have been audited by Grant Thornton New Zealand
Audit Limited, whose report appears on page 24.
The Directors are pleased to present the annual report, including the financial statements, of Locate Technologies
Limited and its subsidiaries for the year ended 30 June 2026.
This annual report is signed on behalf of the Board.
Drew Kelton
Chair
Date: 29 September 2026
Stephen Orenstein
Founder and CEO
Date: 29 September 2026
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026DIRECTORS' RESPONSIBILITY STATEMENT · 21
RISK
PRINCIPAL RISKS
The Board has carried out an assessment of the principal risks facing the Group. The Group operates under a Risk
Management Policy and maintains a risk register recording the risks management and the Board consider material,
the controls in place, the residual exposure after those controls, the risk owner and the further action proposed.
The register is reported to the Audit and Risk Committee. The risks below are those the Board considers most
significant; they are not an exhaustive list.
Refinancing and liquidity
The secured facility with Pure Asset Management
terminates on 7 November 2026 and is presented as a
current liability. The Group had a net current asset
deficiency at balance date. Completing the refinancing
or restructuring of the facility is the Group's most
significant near-term priority. The Company has
received a non-binding term sheet from a bank and
remains in active discussions with a number of parties
to complete the refinancing. The Directors'
assessment, including the material uncertainty, is set
out in note 3.
Customer concentration
Enterprise agreements can represent a significant
share of Locate2u revenue. Revenue under those
agreements is variable, depends on the number of
drivers onboarded and the functionality taken, and the
agreements are non-exclusive and terminable on
notice. Loss or slower deployment of a large customer
would affect revenue growth.
Bitcoin price volatility and custody
Bitcoin is held as a treasury asset at fair value, so
movements in its price affect reported results and net
assets. The holding is subject to custody risk,
mitigated by holding it with an institutional custodian,
Zodia Custody, under a Board-approved Treasury
Management Policy that does not permit mining
activity.
Cyber security and data privacy
The Group's platforms hold customer, driver and
delivery data across multiple jurisdictions. A security
incident or privacy breach could disrupt operations
and damage customer relationships. The Group
completed a SOC 2 Type II examination and carries out
periodic penetration testing, and information security
is reported to the Audit and Risk Committee.
Key person risk
The Group is founder-led and depends on a small
senior management team. The loss of key personnel
could affect delivery of the Group's strategy. The
Remuneration and Nomination Committee oversees
remuneration and retention arrangements and reviews
succession.
Foreign exchange
The Group operates across several countries and its
revenue and costs are earned and incurred in more
than one currency, so reported results are affected by
exchange rate movements. Exposures are monitored
by management and reported to the Board.
Technology and product execution
The Group competes on the capability of its platforms,
including its AI routing and scheduling features. Failure
to keep developing the product, or an interruption to
the third-party services the platforms depend on,
would affect the Group's competitive position.
Regulatory and compliance
The Group operates in regulated markets and, as an
NZX-listed issuer, is subject to continuous disclosure
and governance obligations. Changes in law affecting
the engagement of independent contractors, the
holding of digital assets or data handling could affect
the Group's operations.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026RISK · 22
SECTION · FINANCIAL STATEMENTSNZX: LOC
FOR THE YEAR ENDED 30 JUNE 2026
ANNUAL
FINANCIAL
STATEMENTS
Locate Technologies Limited. NZX: LOC · Company number 9371162 · Presented in New
Zealand dollars (NZD).
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026ANNUAL REPORT · 23 | FINANCIAL STATEMENTS · 1
Grant Thornton New Zealand Audit Limited
Level 15, Grant Thornton House
215 Lambton Quay
PO Box 10712
Wellington 6140
T +64 4 474 8500
www.grantthornton.co.nz
“Grant Thornton” refers to the brand name under which the Grant Thornton member firms provide services to their clients and/or refers
to one or more member firms, as the context requires. In the New Zealand context only, the use of the term ‘Grant Thornton’ may refer
to Grant Thornton New Zealand Limited and its New Zealand related entities. Grant Thornton International Limited (GTIL) and the
member firms, including Grant Thornton New Zealand, are not a worldwide partnership. GTIL and each member firm are separate legal
entities. Services are delivered by the member firms, GTIL does not provide services to clients. GTIL and its member firms are not
agents of, and do not obligate, one another and are not liable for one another’s acts or omissions.
grantthornton.co.nz
To the Shareholders of Locate Technologies Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Locate Technologies Limited and its controlled subsidiaries (“the
Group”) on pages 7 to 47 which comprise the consolidated statement of financial position as at 30 June 2026, and the
consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including
material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position
of the Group as at 30 June 2026 and its financial performance and cash flows for the year then ended in accordance with New
Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting
Standards Board and IFRS Accounting Standards issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New
Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of
the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners
(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Material Uncertainty Related to Going Concern
We draw attention to Note 3 to the consolidated financial statements which indicates that the Group is required to refinance or
restructure the $AUD4,000,000 Pure Asset Management facility which is scheduled to mature on 7 November 2026. As stated
in Note 3, these events or conditions, along with the other matters set forth in Note 3, indicate that a material uncertainty exists
that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Independent Auditor’s Report
Why the audit matter is significant How our audit addressed the key audit matter
Revenue Recognition
Revenue recognition was a key audit matter due to the
significance of revenue to the Group and the judgement
involved in the application of NZ IFRS 15 across the
Group's various revenue streams.
As disclosed in Note 5, the Group derives revenue from
software subscriptions, implementation and onboarding
fees, delivery marketplace activities, shredding services,
hardware sales and other service arrangements.
During the year, management reassessed the accounting
treatment applied to implementation and onboarding fees
and concluded that these activities do not represent a
distinct performance obligation and should therefore be
recognised over the expected customer life, rather than
upfront.
The determination of performance obligations, revenue
recognition patterns, the expected customer life involve
significant management judgement and therefore this
matter was considered a key audit matter.
Our procedures, amongst others, included:
• evaluating management's assessment of
performance obligations across the Group's
significant revenue streams and the resulting
timing of revenue recognition;
• assessing management's conclusion that
implementation and onboarding activities do not
represent distinct performance obligations and
therefore should be recognised over the expected
customer relationship period;
• evaluating the reasonableness of the expected
customer life used to recognise implementation fee
revenue over (along with the associated capitalised
contract costs); and
• assessing the adequacy of the related financial
statement disclosures.
Capitalisation of development costs
As disclosed in Note 19, the Group recognised developed
software and development in progress with a carrying
value of approximately $NZD2.999 million at 30 June
2026. The Group capitalised significant development
expenditure during the year relating to its core technology
platforms, including Locate2u, Zoom2u and associated
software applications.
The Group operates technology-based platforms and
incurs significant expenditure on software development
activities. Determining whether development expenditure
satisfies the recognition criteria of NZ IAS 38 Intangible
Assets requires significant judgement, particularly in
assessing whether projects are expected to generate
future economic benefits, whether expenditure relates to
development rather than maintenance or support
activities, and whether employee and contractor costs are
directly attributable to qualifying development projects.
Given the significance of the balance and the judgement
involved in determining expenditure eligible for
capitalisation, this matter was considered a key audit
matter.
Our procedures, amongst others, included:
• evaluating management's application of the NZ IAS
38 recognition criteria to significant development
projects;
• assessing whether expenditure capitalised during
the year related to activities expected to generate
future economic benefits and satisfied the
requirements for recognition as an intangible asset;
• assessing management's methodology and
assumptions used to determine the proportion of
employee and contractor costs attributable to
qualifying development activities; and
• assessing the adequacy of the related financial
statement disclosures.
Why the audit matter is significant How our audit addressed the key audit matter
Impairment of Goodwill and Other Intangible Assets
As disclosed in Notes 2 and 19, the Group held goodwill
of approximately $NZD393,000 and intangible assets of
approximately $NZD3.2 million at 30 June 2026.
During the year, management recognised an impairment
loss of approximately $NZD116,000 against goodwill
allocated to the Freight Match cash-generating unit.
NZ IAS 36 Impairment of Assets requires goodwill to be
tested annually for impairment. In addition, it also
requires impairment testing where indicators of
impairment exist. The loss in the current year (coupled
with prior year losses) is an indicator of impairment.
Where assets are required to be tested for impairment,
the recoverable amount is compared to the carrying
values. Determining recoverable amounts requires
significant judgement in relation to future cash flows,
expected financial performance, discount rates and the
identification of appropriate cash-generating units.
Given the significance of the balances involved, together
with the estimation uncertainty inherent in forecasting
future cash flows and determining recoverable amounts,
this matter was considered a key audit matter.
Our procedures, amongst others, included:
• evaluating management's determination of cash-
generating units and the allocation of goodwill and
intangible assets to those units;
• assessing the reasonableness of key assumptions
used in the impairment assessments, including
forecast cash flows, growth assumptions and
discount rates;
• comparing forecast information used in the
impairment models to Board-approved budgets
and other supporting evidence;
• assessing the adequacy of the related financial
statement disclosures.
Other Matter
The consolidated financial statements of the Group for the year ended 30 June 2025 were audited by another auditor who
expressed an unmodified opinion on those financial statements on 26 August 2025.
Information Other than the Financial Statements and Auditor’s Report thereon
The Directors are responsible for the Annual Report. The Annual Report is expected to be made available to us after the date
of this auditor's report.
Our opinion on the consolidated financial statements does not cover the Annual Report and we do not express any form of
audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the Annual Report when it
becomes available and, in doing so, consider whether the Annual Report is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude there is a material misstatement therein, we are required to communicate the
matter to those charged with governance and request that they correct the report.
Directors’ responsibilities for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial
statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New
Zealand Accounting Standards Board and IFRS Accounting Standards, and for such internal control as the Directors
determine is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (NZ) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located on the External
Reporting Board’s website at: https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1/
Restriction on use of our report
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might
state to the Company’s shareholders, as a body, those matters which we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Company and its shareholders, as a body, for our audit work, for this report or for the opinion we have formed.
Grant Thornton New Zealand Audit Limited
B Smith
Partner
Wellington
30 September 2026
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2026
NOTEJUN 2026 NZ$JUN 2025 NZ$
Revenue57,086,8906,571,376
Other income546,555103,589
Employee benefits expense7(3,834,958)(4,091,296)
Depreciation, amortisation and impairment18 / 19(1,291,763)(1,182,626)
Other expenses8(4,783,068)(2,808,754)
Operating loss(2,776,344)(1,407,712)
Finance income63,81932,078
Finance costs6(780,948)(615,778)
Loss before income tax(3,553,474)(1,991,412)
Income tax (expense) / benefit10—(41)
Loss for the year(3,553,474)(1,991,453)
OTHER COMPREHENSIVE INCOME
Foreign currency translation differences22138,306—
Bitcoin revaluation17 / 22(20,528)19,420
Total comprehensive loss for the year(3,435,696)(1,972,033)
EARNINGS PER SHARE (CENTS)
Basic loss per share9(1.30)(1.01)
Diluted loss per share9(1.30)(1.01)
These financial statements should be read in conjunction with the accompanying notes.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 7ANNUAL REPORT · 28 | FINANCIAL STATEMENTS · 7
Consolidated statement of financial position
As at 30 June 2026
NOTEJUN 2026 NZ$JUN 2025 NZ$
CURRENT ASSETS
Cash and cash equivalents121,165,7911,945,763
Trade and other receivables16737,439473,902
Bitcoin171,266,7901,770,215
Inventory26,01025,734
Other current assets16182,650157,613
Total current assets3,378,6794,373,227
NON-CURRENT ASSETS
Property, plant and equipment18107,660132,796
Intangible assets and goodwill193,634,8683,256,286
Other non-current assets1655,550—
Total non-current assets3,798,0783,389,083
Total assets7,176,7587,762,310
CURRENT LIABILITIES
Trade and other payables201,686,3081,226,644
Borrowings144,739,04143,082
Other current liabilities2018,11784,353
Employee benefits11382,632304,260
Total current liabilities6,826,0971,658,339
NON-CURRENT LIABILITIES
Borrowings1415,9333,987,610
Employee benefits1170,78936,820
Other non-current liabilities20289,884331,161
Total non-current liabilities376,6064,355,591
Total liabilities7,202,7026,013,930
Net assets(25,945)1,748,380
EQUITY
Issued capital2126,823,92124,652,765
Reserves222,316,2842,726,078
Foreign currency translation reserve221,281,5461,143,240
Accumulated losses(30,447,696)(26,773,703)
Total equity(25,945)1,748,380
These financial statements should be read in conjunction with the accompanying notes.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 8ANNUAL REPORT · 29 | FINANCIAL STATEMENTS · 8
Consolidated statement of changes in equity
For the year ended 30 June 2026
YEAR ENDED 30 JUNE 2026
ISSUED CAPITALRESERVESACCUMULATED
LOSSES
TOTAL
Balance at the start of the year24,652,7653,869,318(26,773,703)1,748,380
Other movements in accumulated losses——(120,519)(120,519)
Loss for the year——(3,553,474)(3,553,474)
Foreign currency translation differences—138,306—138,306
Bitcoin revaluation—(20,528)—(20,528)
Total comprehensive income for the year—117,778(3,553,474)(3,435,696)
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS
Share based payments—218,320—218,320
Cancellation of options—(607,586)—(607,586)
Issue of ordinary shares2,688,802——2,688,802
Issue of options————
Capital raising costs(502,180)——(502,180)
On-market buyback(15,465)——(15,465)
Balance at the end of the year26,823,9213,597,830(30,447,696)(25,945)
YEAR ENDED 30 JUNE 2025
ISSUED CAPITALRESERVESACCUMULATED
LOSSES
TOTAL
Balance at 1 July 202421,718,2063,773,135(24,964,483)526,858
Loss for the year——(1,991,453)(1,991,453)
Other comprehensive income—19,420—19,420
Total comprehensive income for the year—19,420(1,991,453)(1,972,033)
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS
Foreign currency translation reserve—7,969—7,969
Share-based payments—196,779—196,779
Cancellation of options—(182,233)182,233—
Issue of ordinary shares3,142,632——3,142,632
Issue of options(54,247)54,247——
Capital raising costs(153,826)——(153,826)
Balance at 30 June 202524,652,7653,869,318(26,773,703)1,748,380
These financial statements should be read in conjunction with the accompanying notes.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 9ANNUAL REPORT · 30 | FINANCIAL STATEMENTS · 9
Consolidated statement of cash flows
For the year ended 30 June 2026
NOTEJUN 2026 NZ$JUN 2025 NZ$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)7,600,0457,387,749
Payments to suppliers and employees (inclusive of GST)(6,695,388)(7,180,623)
Interest received3,73232,078
Finance costs paid(572,939)(528,250)
Receipt from grants—103,589
Income taxes paid—(41)
Net cash from / (used in) operating activities335,449(185,498)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Bitcoin17(466,740)(1,783,346)
Payment for intangibles19(1,199,542)(1,249,170)
Purchase of property, plant and equipment18(10,614)(32,481)
Net cash used in investing activities(1,676,897)(3,064,997)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares (net of costs)580,3113,005,837
Proceeds from / (repayment of) borrowings(206,728)(25,296)
Payments for share buy-back of ordinary shares(15,008)—
Net cash from financing activities358,5742,980,540
Net increase / (decrease) in cash(982,873)(269,954)
Cash and cash equivalents at beginning of year1,945,7632,210,843
Effect of exchange rate changes on cash202,9014,874
Cash and cash equivalents at end of year121,165,7911,945,763
These financial statements should be read in conjunction with the accompanying notes.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 10ANNUAL REPORT · 31 | FINANCIAL STATEMENTS · 10
Authorisation for issue
The Board of Directors authorised these consolidated financial statements for issue on 29 September 2026. They are signed on
behalf of the Board by:
Stephen Orenstein
Director
29 September 2026
Drew Kelton
Director
29 September 2026
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 11ANNUAL REPORT · 32 | FINANCIAL STATEMENTS · 11
Notes to the consolidated financial statements
Note 1 — Basis of preparation
REPORTING ENTITY
Locate Technologies Limited (the Company) is a for-profit company incorporated and domiciled in New Zealand, registered
under the Companies Act 1993 and listed on the NZX Main Board. It is an FMC reporting entity under Part 7 of the Financial
Markets Conduct Act 2013. These consolidated financial statements comprise the Company and its subsidiaries (the Group).
FORMATION OF THE GROUP
The Company was incorporated on 11 September 2025 and listed on the NZX Main Board on 3 December 2025. On 16
December 2025 it acquired 100% of Locate Technologies Limited (ACN 636 364 246), a company incorporated in Australia and
until then listed on the ASX (the Australian Entity), under a scheme of arrangement in which each shareholder of the Australian
Entity received one ordinary share in the Company for each share held. Immediately after the exchange the Company was
owned by the same shareholders, in the same proportions, as had owned the Australian Entity immediately before it, and the
Company had no operations of its own.
The reorganisation put a new parent company above an existing group. The shareholders, and the businesses they own, did not
change. It is a combination of entities under common control and is outside the scope of NZ IFRS 3, so the Directors selected an
accounting policy for it under NZ IAS 8 and adopted the predecessor, or book value, method. The consolidated financial
statements are presented as a continuation of the Australian Entity’s consolidated financial statements. The assets and
liabilities of the Australian Entity and its subsidiaries are carried at the amounts at which they stood immediately before the
reorganisation. No fair value adjustments are made and no goodwill is recognised. The issued capital and reserves of the Group
are those of the Australian Entity carried forward; as the shares were exchanged one for one and the Company held no other net
assets, no difference arose on the exchange.
Both periods are presented as if the Group had always existed in its present form. The comparative period is the consolidated
result and financial position of the Australian Entity’s group for the year ended 30 June 2025, re-presented in New Zealand
dollars as described below. Costs of the reorganisation and of the Company’s listing that were not directly attributable to the
issue of new shares were recognised in profit or loss. Refer to note 2.
STATEMENT OF COMPLIANCE
These are the Group’s first annual financial statements under New Zealand equivalents to International Financial Reporting
Standards. They are general purpose financial statements complying with NZ IFRS as appropriate for Tier 1 for-profit entities,
with New Zealand Generally Accepted Accounting Practice, and with IFRS Accounting Standards as issued by the International
Accounting Standards Board.
The financial statements of the Australian Entity for the year ended 30 June 2025 were prepared in accordance with Australian
Accounting Standards and complied with IFRS Accounting Standards as issued by the International Accounting Standards
Board. The Group therefore already applied those standards, and NZ IFRS 1 First-time Adoption of New Zealand Equivalents to
International Financial Reporting Standards does not apply: adopting NZ IFRS has changed no basis of recognition or
measurement, and no first-time adoption reconciliations are presented. The change in presentation currency from Australian to
New Zealand dollars is dealt with below.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 12ANNUAL REPORT · 33 | FINANCIAL STATEMENTS · 12
BASIS OF MEASUREMENT
Prepared on an accruals basis and at historical cost, except for Bitcoin, which is carried at fair value under the revaluation model
in NZ IAS 38.
PRESENTATION CURRENCY
Amounts are presented in New Zealand dollars, the Company’s functional and presentation currency, and are stated in whole
dollars unless otherwise noted. Subsidiaries with a different functional currency are translated at average rates for income and
expenses and closing rates for assets and liabilities, with exchange differences recognised in other comprehensive income and
accumulated in the foreign currency translation reserve.
COMPARATIVE INFORMATION
The comparative period is the year ended 30 June 2025, re-presented in New Zealand dollars from the Australian dollar financial
statements of the Australian Entity on the predecessor basis described above. Assets and liabilities are translated at the closing
rate and income and expenses at the average rate for the year. Issued capital, reserves and accumulated losses are translated at
the historical rates ruling when they arose, and the difference between those amounts and net assets at the closing rate is
presented in the foreign currency translation reserve. This affects the allocation between the components of equity only, and
does not change total equity, net assets or the result for either period.
GOING CONCERN
These financial statements have been prepared on a going concern basis. Refer to note 3.
MATERIAL ACCOUNTING POLICIES
Material accounting policies are presented in the note to which they relate and are consistent with the prior period unless
otherwise stated.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
The following standards and amendments were in issue at 30 June 2026 but not yet effective, and have not been early adopted.
NZ IFRS 18 Presentation and Disclosure in Financial Statements replaces NZ IAS 1 and applies to annual reporting periods
beginning on or after 1 January 2027, so the Group will first apply it for the year ending 30 June 2028, restating the comparative
year. It introduces defined categories and required subtotals in the statement of profit or loss, disclosure of management-
defined performance measures, and revised requirements for aggregating and disaggregating information. It affects
presentation and disclosure only: the Group does not expect it to change reported profit or loss, net assets or cash flows.
Amendments to the Classification and Measurement of Financial Instruments (NZ IFRS 9 and NZ IFRS 7) and Annual
Improvements to NZ IFRS 2024 apply to annual reporting periods beginning on or after 1 January 2026, so the Group will first
apply them for the year ending 30 June 2027. NZ IFRS 19 Subsidiaries without Public Accountability: Disclosures applies from 1
January 2027 and is not available to the Group. None of these is expected to have a material effect on the Group’s financial
statements.
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Note 2 — Critical accounting estimates and judgements
The Directors make estimates and judgements about current and future events affecting transactions and balances, based on
the best information available at the time. Actual results may differ. The significant ones are set out below.
GOING CONCERN
Preparing the financial statements on a going concern basis requires judgement, particularly in the cash flow forecasts, which
depend on future business performance, market conditions and the availability of financing. Management has assessed a range
of scenarios and believes the Group has adequate resources to continue in operation for the foreseeable future. Refer to note 3.
COMBINATION OF ENTITIES UNDER COMMON CONTROL
The Directors judged that the interposition of the Company as parent on 16 December 2025 was a combination of entities under
common control, outside NZ IFRS 3, and applied a predecessor basis under NZ IAS 8. The shareholders of the Australian Entity
became the shareholders of the Company in the same proportions, so nobody acquired control of a business they did not
already control. Treating the Company as an acquirer would have meant restating the Australian Entity’s assets and liabilities to
fair value and recognising goodwill on a transaction that changed no shareholder’s interest, which the Directors did not consider
a fair reflection of what had happened. The judgement carries the Australian Entity’s assets and liabilities at their existing
amounts, recognises no goodwill, and presents the comparative period as though the Group had always existed in its present
form. Refer to note 1.
IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS
NZ IAS 36 requires that goodwill be tested for impairment on an annual basis. In addition, the Group is required to test assets for
impairment when an indicator of impairment is identified. In the event the recoverable amount determined by an impairment test
is lower than an asset’s carrying amount, the asset is written down to that amount. The recoverable amount is the higher of fair
value less costs of disposal and value in use, as determined using a discounted cash flow methodology. Where an individual
asset is not capable of generating cash flows that are independent from other assets or groups of assets, assets are grouped
together into cash-generating units for impairment assessment. Refer to note 19 for further information.
CAPITALISATION OF SOFTWARE DEVELOPMENT COSTS
Judgement is required in determining what expenditure on the Group’s platforms qualifies for recognition as an intangible asset.
Development expenditure is capitalised only where the Group can demonstrate the technical feasibility of completing the
software, its intention and ability to complete it and use it, that it will generate probable future economic benefits, and that the
expenditure attributable to it can be measured reliably. Applying those criteria requires judgement as to which of the
development team’s activities relate to the development phase of an identifiable asset, rather than to research, or to maintaining
or supporting software already in use, which is recognised in profit or loss as it is incurred. The amount capitalised in the year is
set out in note 19.
USEFUL LIFE OF DEVELOPED TECHNOLOGY
The useful life of developed technology significantly affects the amortisation expense. It is estimated from technological
advancement and the assumptions applied to comparable technology in the industry, and is reviewed at each reporting date. On
review for the year ended 30 June 2026 the useful life of software development costs was retained at five years, unchanged
from the prior year, and there is accordingly no change in accounting estimate to report for the year. Actual lives may differ from
the estimate; a revision would be applied prospectively and would change the amortisation charge in the year of revision and in
later periods. The carrying amount of software development costs, and the amortisation charged in the year, are set out in note
19.
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FINANCIAL STATEMENTS · 14ANNUAL REPORT · 35 | FINANCIAL STATEMENTS · 14
PURE LOAN FACILITY
The effective interest rate on the Pure facility is derived from projected cash flows and the termination value at 7 November
2026, and allocates interest expense over the life of the facility. As it exceeds the contractual rate of 9.95%, the carrying amount
of borrowings is adjusted continually through to termination. Refer to note 14.
SHARE-BASED PAYMENTS
Equity-settled share-based payments are measured at grant-date fair value using Black-Scholes or Monte Carlo simulation. Key
inputs — expected volatility, risk-free rates, expected option life and the probability of achieving non-market conditions — involve
inherent uncertainty. Refer to note 23.
BITCOIN
Management judged that Bitcoin is an intangible asset under NZ IAS 38 and that an active market exists permitting the
revaluation model, which requires assessment against the NZ IFRS 13 criteria of trading frequency and publicly observable
pricing. Fair value uses quoted market prices, a Level 1 input. Having an indefinite useful life it is not amortised but tested for
impairment annually. It is classified as a current asset on the basis of its liquidity. Refer to note 17.
EXPECTED CREDIT LOSSES
The allowance is based on lifetime expected credit losses, grouped by days overdue, using assumptions drawn from recent
sales experience, historical collection rates and available forward-looking information. Actual losses may be higher or lower.
Refer to note 16.
LONG SERVICE LEAVE
The long service leave liability is measured for each employee who has not yet completed the qualifying period of service, and
so depends on the probability that the employee remains with the Group until the entitlement vests, the rate at which wages are
expected to grow until then, and the discount rate applied. Each is an estimate; the probability in particular is assessed from
completed years of service and could differ from the pattern of departures actually experienced. Refer to note 11.
TAXES
Deferred tax is recognised on unused tax losses and temporary differences where it is probable that future taxable profit will be
available. Management judged the probability of those profits from budgets and current and expected economic conditions.
Refer to note 10.
REVENUE — PRINCIPAL VERSUS AGENT
Judgement is required in determining whether the Group acts as principal or as agent in the Zoom2u delivery marketplace, and
therefore whether revenue from that marketplace is recognised gross or net of the amounts paid to the couriers who perform
the deliveries.
The Group has concluded that it acts as agent. Its promise to the customer is to arrange the delivery by connecting the
customer with a courier through the Zoom2u platform, and the delivery itself is performed by the courier; the platform fee
charged to the courier is consideration for the courier’s right to access the platform as a licensee. Revenue from the
marketplace is therefore recognised as the net amount of the booking fee charged to the customer and the platform fee charged
to the courier that the Group retains on each delivery, and not the gross amount billed to the customer. The conclusion is
unchanged from the prior year.
The Group’s other revenue streams — shredding services, software subscriptions, sales of hardware, and setup, implementation
and other service fees — are provided by the Group itself, which acts as principal, and revenue from them is recognised gross.
Refer to note 5.
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Note 3 — Going concern
The financial statements have been prepared on a going concern basis, which assumes continuity of normal business activities
and the realisation of assets and settlement of liabilities in the ordinary course of business.
For the year ended 30 June 2026 the Group recorded a loss after tax of $3,553,474 (2025: $1,991,453), net cash inflows from
operating activities of $335,449 (2025: net outflows of $185,498), a net current asset deficiency of $3,447,417 (2025: a net
current asset position of $2,714,888) and net liabilities of $25,945 (2025: net assets of $1,748,380). All amounts are presented
in New Zealand dollars unless otherwise stated.
THE PURE FACILITY
The Group’s senior secured facility with Pure Asset Management (Pure) has principal owing of A$4,000,000 at a fixed rate of
9.95% per annum and terminates on 7 November 2026. As the termination date falls within twelve months of balance date, the
facility is classified as a current liability at 30 June 2026, with a carrying amount of $4,725,503. Excluding the facility from
current liabilities, the Group had a net current asset position of $1,278,085.
The minimum Cash Balance and minimum Bitcoin Balance covenants were met throughout the year, and no Reporting Event,
Review Event or Event of Default was subsisting at balance date. The Reporting Event EBITDA hurdle was not met for the quarter
ended 30 September 2025, and Pure confirmed in writing on 6 October 2025 that it had waived its rights in relation to that
breach. The covenants, the variation agreed on 14 August 2025 and that waiver are set out in note 14. The Group’s forecasts
indicate that the covenants will continue to be met over the forecast period.
REFINANCING
Pure has confirmed in writing to the Company, on a non-binding basis, its intention to convert A$1,000,000 of the principal
outstanding into a convertible note, with the remaining A$3,000,000 to be refinanced. The terms of the proposed convertible
note have not been finalised and remain subject to documentation and, where required, approval under the NZX Listing Rules.
The Company and its advisers are in active discussion with a number of financial institutions and credit funds regarding
refinancing of the balance of the facility. The Company has received a non-binding term sheet from a bank in relation to the
refinancing, and remains in active discussions with a number of parties to complete the refinancing process. No binding
agreement had been entered into at the date of this report.
As with any refinancing, final terms may differ from those currently anticipated, and refinancing may not be completed, or may
not be available on acceptable terms, before the facility terminates on 7 November 2026.
DIRECTORS’ ASSESSMENT
The Directors have prepared a cash flow forecast for the twelve months to 31 August 2027. The forecast was presented to the
Board on 29 September 2026 and approved by the Board on 29 September 2026. The forecast indicates the Group has sufficient
cash on hand and cash flows from operations to meet its debts as they fall due over that period, provided the Pure facility is
refinanced or restructured on or before its termination date.
In concluding that the going concern basis remains appropriate, the Directors have taken into account:
the Board approved cash flow forecast referred to above;
the improvement in operating cash flows during the year, from net outflows of $185,498 in the prior year to net inflows of
$335,449, together with positive normalised earnings before interest, tax, depreciation and amortisation in each quarter of
the year;
cash and cash equivalents at 25 September 2026 of approximately $1.7 million;
the fair value of Bitcoin held (note 17) at 25 September 2026 of approximately $1.8 million, which the Directors would
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 16ANNUAL REPORT · 37 | FINANCIAL STATEMENTS · 16
realise, in whole or in part, if required to meet obligations as they fall due;
the Company’s established At the Market facility, under which capital may be raised progressively through the equity market
as required, subject to market conditions, available capacity under the NZX Listing Rules and prevailing trading liquidity;
operating cost reductions within the control of management which the Directors are able to implement if forecast revenue is
not achieved; and
events since balance date, being capital of $90,657 raised under the At the Market facility in July 2026 and the written
confirmation from Pure described above, as set out in note 27.
The Group’s ability to continue as a going concern is dependent on:
successfully refinancing or restructuring the Pure facility before it terminates on 7 November 2026;
achieving forecast revenue growth, in particular securing new Enterprise customers for Locate2u, whilst stabilising the
recent revenue declines in Zoom2u;
managing and controlling operating costs and generating positive cash flows from operations; and
continuing to meet its covenants under the Pure facility.
MATERIAL UNCERTAINTY
The matters set out above, in particular the requirement to refinance or restructure the Pure facility before 7 November 2026 in
circumstances where no binding agreement had been entered into at the date of this report, indicate the existence of a material
uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and therefore to realise its
assets and discharge its liabilities in the normal course of business.
CONCLUSION
Having considered the matters above, the Directors have a reasonable expectation that the Group will secure the necessary
refinancing and will have adequate resources to continue in operational existence for at least twelve months from the end of the
reporting period. Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset
amounts, or to the amounts and classification of liabilities, that might be necessary should the Group be unable to continue as a
going concern.
Note 4 — Segment reporting
The consolidated entity derives revenue from contracts with its customers through its two operating segments:
Zoom2u and 2u Enterprises; and
Locate2u.
Zoom2u and 2u Enterprises provide delivery and tracking services to customers through an internally developed platform which
allows customers to arrange the delivery of items, allocated to the closest driver. Fees earned include a fixed booking fee
charged to some customers and a platform fee charged to drivers. The 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 customers paying a monthly subscription fee for access to the Locate2u SaaS
product, which allows them 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 reviewed and used by the Board of Directors — identified as the
Chief Operating Decision Makers (CODM) — in assessing performance and determining the allocation of resources. There is no
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 17ANNUAL REPORT · 38 | FINANCIAL STATEMENTS · 17
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 these financial
statements. Information is reported to the CODM monthly. The CODM does not regularly review segment assets and segment
liabilities; refer to the statement of financial position for Group assets and liabilities.
Corporate overheads that are not allocated to a reportable segment — group premises, insurance, statutory, listing and
professional costs, and the costs of the listed parent — are reported as unallocated corporate expenses. Finance income and
finance costs are managed centrally and are reported below segment result as net finance costs.
The operating segments are identified by management on the basis of the risks and returns affecting the Group, which are
driven predominantly by differences in the products and services provided. Reportable segments are based on aggregating
operating segments that have similar economic characteristics and are similar as to the services provided and the type or class
of customer for those services.
The Group therefore operates four businesses — Locate2u, Zoom2u, Shred2u and Talcasoft — aggregated into the two
reportable segments above. Shred2u is reported within Zoom2u and 2u Enterprises, and Talcasoft within Locate2u; neither is a
reportable segment in its own right.
GEOGRAPHICAL INFORMATION
Revenue from external customers is attributed to the country from which it is billed, which is the basis applied in the prior year.
The Company is incorporated and domiciled in New Zealand; its operating businesses are conducted through its Australian
subsidiaries and, for part of the Locate2u business, through Locate2u USA Inc.
MAJOR CUSTOMERS
No single external customer accounted for 10% or more of the Group’s revenue for the year ended 30 June 2026.
OPERATING SEGMENT INFORMATION
ZOOM2U AND 2U ENTERPRISESLOCATE2UTOTAL
JUN 2026 NZ$JUN 2025 NZ$JUN 2026 NZ$JUN 2025 NZ$JUN 2026 NZ$JUN 2025 NZ$
Revenue from external customers3,091,9283,582,8153,994,9622,988,5617,086,8906,571,376
Segment result1,271,2401,557,550(132,908)(1,167,863)1,138,332389,688
Unallocated corporate expenses(3,914,676)(1,797,400)
Net finance costs(777,130)(583,700)
Net loss before tax(3,553,474)(1,991,412)
REVENUE FROM EXTERNAL CUSTOMERS BY COUNTRY
JUN 2026 NZ$JUN 2025 NZ$
New Zealand——
Australia7,038,9886,509,593
United States47,90261,782
Total revenue from external customers7,086,8906,571,376
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 18ANNUAL REPORT · 39 | FINANCIAL STATEMENTS · 18
Note 5 — Revenue and other income
JUN 2026 NZ$JUN 2025 NZ$
REVENUE FROM CONTRACTS WITH CUSTOMERS
Software license fees3,688,7342,741,338
Fee revenue - customer booking fees and courier platform fees2,561,9732,866,294
Setup, implementation and other service fees435,833533,153
Fee revenue - shredding services345,062348,391
Sale of GPS units55,28782,200
Subtotal7,086,8906,571,376
OTHER INCOME
Gain on cancellation of warrants29,292—
Government grants17,264103,589
Subtotal46,555103,589
Total revenue and other income7,133,4456,674,965
TIMING OF REVENUE RECOGNITION
At a point in time2,962,3233,296,885
Over time4,124,5673,274,490
Revenue from contracts with customers7,086,8906,571,376
CONTRACT LIABILITIES
Contract liabilities228,83334,026
Total contract liabilities228,83334,026
REVENUE RECOGNITION
Revenue is recognised on a basis that reflects the transfer of promised goods or services to customers at an amount that
reflects the consideration the Group expects to receive in exchange, applying the five-step model in NZ IFRS 15: identify the
contract, identify the performance obligations, determine the transaction price, allocate it to the performance obligations, and
recognise revenue as and when control of each obligation transfers.
The timing of payment generally corresponds closely to the satisfaction of the performance obligation; where it does not, the
difference gives rise to a receivable, a contract asset or a contract liability. No revenue stream of the Group has a significant
financing component: setup and implementation fees are paid in advance to secure the arrangement rather than to provide
finance, and for every other stream less than twelve months elapses between receipt of funds and satisfaction of the
performance obligation.
BOOKING FEES AND COURIER PLATFORM FEES
Zoom2u facilitates the delivery of items for its customers by connecting them with couriers through its online platform, earning
a booking fee charged to the customer, where applicable, and a platform fee charged to the driver. The Group has determined
that it acts as agent in facilitating the transaction and therefore recognises revenue as the net amount of the booking and
platform fees retained on each delivery. From the customer’s perspective the promised service transfers only on delivery of the
item, and revenue is recognised at that point in time. The judgement involved in the agent conclusion is described in note 2.
SHREDDING SERVICES
Shred2u services are priced primarily on the quantity of bags, boxes or bins requiring shredding. Revenue is recognised at the
point in time the service is provided to the customer.
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FINANCIAL STATEMENTS · 19ANNUAL REPORT · 40 | FINANCIAL STATEMENTS · 19
SOFTWARE LICENCE FEES
Locate2u, Talcasoft and Local Delivery generate revenue from customers committing to a monthly subscription, with pricing
plans based on the features required. Revenue is recognised over time across the subscription period.
SALE OF GPS UNITS AND OTHER HARDWARE
Locate2u sells GPS hardware units to some customers using the Locate2u product. Revenue is recognised at the point in time
control of the hardware transfers to the customer.
SETUP, IMPLEMENTATION AND OTHER SERVICE FEES
Locate2u charges setup and implementation fees to configure and onboard customers onto its platform. These fees are not
distinct from the ongoing platform service, so they are deferred and recognised as revenue over the expected customer life,
assessed at four years; the balance for a customer who ceases using the platform is recognised in full at that time. Directly
attributable implementation costs are capitalised as a contract fulfilment cost asset and amortised over the same period.
Talcasoft generates revenue from support services and ad hoc project work, recognised over time as the services are provided.
2u Enterprises provides digital marketing services to clients.
CONTRACT ASSETS AND LIABILITIES
Where the amount billed is based on the achievement of milestones established in the contract, the revenue recognised in a
period does not necessarily coincide with the amount billed. Where a performance obligation is satisfied before the customer
pays or before payment is due, the Group presents a contract asset, unless its right to the consideration is unconditional, in
which case it recognises a receivable. Where consideration is received before the good or service transfers, the Group presents
a contract liability.
The Group’s contract liabilities are subscription and service fees billed in advance and the deferred setup and implementation
fees described above. They are shown in the table above and are included in trade and other payables (note 20) and, for the
portion expected to be recognised after more than twelve months, in other non-current liabilities. Fees billed in advance are
recognised as revenue within twelve months, and the whole of the contract liability balance at the beginning of the year was
recognised as revenue during the year; the deferred setup and implementation fees are recognised over the expected customer
life. The costs of fulfilling implementation contracts are carried as a contract fulfilment cost asset, presented within other assets
(note 16); the Group holds no contract assets.
OTHER INCOME
Other income is recognised on an accruals basis when the Group becomes entitled to it.
GOVERNMENT GRANTS
Government grants are recognised where there is reasonable assurance that the grant will be received and that the Group will
comply with the conditions attaching to it. A grant that compensates the Group for expenditure already incurred is recognised in
profit or loss as other income when it becomes receivable. A grant received in advance of the expenditure it compensates is
recognised as deferred income and released to profit or loss on a systematic basis over the periods in which that expenditure is
recognised. Grants are presented gross, as other income, and are not offset against the related expenditure.
The Group received no government grants during the year ended 30 June 2026. The government grant income recognised in the
year is the release of the Australian Research and Development tax incentive of A$74,464 received in July 2024, which is being
taken to profit or loss over five years at A$1,241 a month. The unreleased balance is carried as deferred income and is
presented in other current liabilities and other non-current liabilities according to when it will be released.
In the year ended 30 June 2025 the Group also received an Export Market Development Grant of A$20,000 from the Australian
Trade and Investment Commission (Austrade), which assists with promoting the Group’s products and services in overseas
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FINANCIAL STATEMENTS · 20ANNUAL REPORT · 41 | FINANCIAL STATEMENTS · 20
markets. No such grant was received in the year ended 30 June 2026, and no grant was applied for or received in New Zealand.
GAIN ON CANCELLATION OF WARRANTS
The gain on cancellation of the warrants issued to Pure Asset Management Pty Ltd is the difference between the carrying
amount of the warrants derecognised and the cancellation fee satisfied by the issue of ordinary shares in August 2025. The
cancellation is described in notes 21 and 22. No cash was received or paid.
Note 6 — Finance income and expenses
JUN 2026 NZ$JUN 2025 NZ$
FINANCE INCOME
Interest income3,81932,078
Total finance income3,81932,078
FINANCE COSTS
Finance cost — loss on extinguishment of royalty liability7,118—
Royalty expense37,524—
Interest expense — Pure Facility700,740594,957
Interest expense — other35,56620,821
Total finance costs780,948615,778
Net finance costs777,129583,700
Note 7 — Employee benefit expenses
JUN 2026 NZ$JUN 2025 NZ$
Wages1,618,7521,733,889
Contractor payments1,611,7681,788,686
Others283,203246,565
Superannuation contributions255,461230,869
Payroll tax65,77591,286
Total employee benefit expenses3,834,9584,091,296
OTHER EMPLOYEE BENEFIT EXPENSES
The primary component of other employee benefit expenses is the expense of the Group’s employee share option plans, which
amounted to NZ$218,320 (A$188,337) for the year ended 30 June 2026 (30 June 2025: NZ$191,299; A$174,447). That expense
is set out in note 23. Other employee benefit expenses also include annual leave and fringe benefits tax costs.
Note 8 — Other expenses
JUN 2026 NZ$JUN 2025 NZ$
Bitcoin revaluation loss1,144,768—
Consulting and professional fees914,669202,529
Telecommunications and internet expenses812,452193,099
Software and subscription expenses524,421963,190
Sundry expenses415,909375,217
Cost of Sales - Locate2u and Talcasoft325,722176,856
Insurance198,140228,016
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 21ANNUAL REPORT · 42 | FINANCIAL STATEMENTS · 21
JUN 2026 NZ$JUN 2025 NZ$
Office and related expenses180,777163,885
Marketing expenses157,152252,124
Merchant fees and credit checks78,14083,442
Cost of Sales - 2u Enterprises30,919170,396
Total other expenses4,783,0682,808,754
Note 9 — Earnings per share
JUN 2026 NZ$JUN 2025 NZ$
Loss for the year attributable to the owners of the Company(3,553,474)(1,991,453)
Earnings used in calculating basic and diluted loss per share(3,553,474)(1,991,453)
Weighted average number of ordinary shares273,546,604197,864,418
Basic and diluted loss per share (cents)(1.30)(1.01)
POTENTIAL ORDINARY SHARES
At 30 June 2026 the Group had 34,223,758 share options on issue (30 June 2025: 33,523,757). The terms of each arrangement
are set out in note 23. Because the Group recorded a loss for the year, converting these options would reduce the loss per share,
so they are anti-dilutive and none of them is included in the calculation of diluted loss per share. Diluted loss per share is
therefore the same as basic loss per share for both periods presented.
ORDINARY SHARE TRANSACTIONS AFTER BALANCE DATE
On 15 July 2026 the Company issued 1,133,212 ordinary shares, taking the number of ordinary shares on issue to 308,420,751.
There was no other change in the number of ordinary shares on issue between 30 June 2026 and 13 August 2026. Those shares
would not have significantly changed the weighted average number of ordinary shares used above had they been issued before
balance date, and the loss per share for the year is unaffected.
Note 10 — Income tax
The major components of income tax expense (benefit) are:
JUN 2026 NZ$JUN 2025 NZ$
Current tax expense / (benefit)—41
Deferred tax expense——
Total income tax expense / (benefit)—41
RECONCILIATION OF INCOME TAX EXPENSE TO ACCOUNTING LOSS
JUN 2026 NZ$JUN 2025 NZ$
Loss before income tax expense(3,553,474)(1,991,412)
Statutory tax rate28%25%
Tax at the statutory rate(994,973)(497,853)
TAX EFFECT OF AMOUNTS WHICH ARE:
— non-deductible expenses370,360(113,313)
— non-assessable income(4,316)—
— other non-allowable items13,5144,469
— capital transaction costs deductible over five years(85,443)—
— taxed at rates other than the statutory rate94,960—
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 22ANNUAL REPORT · 43 | FINANCIAL STATEMENTS · 22
JUN 2026 NZ$JUN 2025 NZ$
Tax losses not brought to account605,898606,698
Income tax expense — offshore—(41)
Income tax expense / (benefit)—(41)
UNUSED TAX LOSSES FOR WHICH NO DEFERRED TAX ASSET IS RECOGNISED
JUN 2026 NZ$JUN 2025 NZ$
Unused tax losses — Australia29,682,73024,423,688
Unused tax losses — New Zealand385,606—
Total unused tax losses for which no deferred tax asset is recognised30,068,33624,423,688
DEDUCTIBLE TEMPORARY DIFFERENCES FOR WHICH NO DEFERRED TAX ASSET IS RECOGNISED
JUN 2026 NZ$JUN 2025 NZ$
Employee provisions and doubtful debts511,043402,144
Capital transaction costs not yet deductible68,129377,783
Bitcoin carried below its cost1,201,354—
Total deductible temporary differences for which no deferred tax asset is recognised1,780,526779,927
DEFERRED TAX ASSET NOT RECOGNISED, BY TYPE
The deferred tax asset that would arise on the unused tax losses and deductible temporary differences above, at the tax rate of
the jurisdiction in which each arose, is set out below. None of it is recognised in the statement of financial position, and no
deferred tax liability arises.
JUN 2026 NZ$JUN 2025 NZ$
ON UNUSED TAX LOSSES
— Australia, at 25%7,420,6836,898,081
— New Zealand, at 28%107,970—
ON DEDUCTIBLE TEMPORARY DIFFERENCES
— employee provisions and doubtful debts, at 25%127,761100,536
— capital transaction costs not yet deductible, at 25%17,03294,446
— bitcoin carried below its cost, at 25%300,339—
Total deferred tax asset not recognised7,973,7857,093,063
Deferred tax liability——
UNRECOGNISED TAX LOSSES AND TEMPORARY DIFFERENCES
DEFERRED TAX
Deferred tax is recognised on the difference between the carrying amount of an asset or liability and its tax base, at the tax rates
enacted or substantively enacted at the reporting date, and a deferred tax asset only to the extent that its recovery against future
taxable profit is probable. No deferred tax liability arises at either reporting date: the Group’s tax depreciation and amortisation
follow the accounting charges, so the carrying amounts of its property, plant and equipment and intangible assets do not exceed
their tax bases, and goodwill is outside the scope of deferred tax. The deferred tax asset that would arise on the unused tax
losses and deductible temporary differences is set out in the table above and has not been recognised, for the reason that
follows.
Deferred tax assets have not been recognised in respect of the unused tax losses and deductible temporary differences shown
above because it is not probable that future taxable profit will be available against which the Group could utilise them. The
losses do not expire under current legislation, but their availability is subject to the shareholder continuity and business
continuity requirements of the jurisdictions in which they arose. The judgement involved is described in note 2.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 23ANNUAL REPORT · 44 | FINANCIAL STATEMENTS · 23
The temporary difference in respect of Bitcoin is the amount by which the holding is carried below its cost. No deduction arises
until the holding is disposed of, and any loss then arising would be a capital loss available only against capital gains.
The reconciliation above is prepared at the New Zealand company tax rate of 28%, being the domestic rate of the country in
which the Company is incorporated. The comparative period is prepared at the Australian rate of 25%, which was the domestic
rate of the parent entity for that period. The change follows the interposition of the Company as parent of the Group on 16
December 2025 and does not reflect a change in the rates at which the Group’s operations are taxed; the effect of the Australian
and United States entities being taxed at their own rates is shown separately above.
The Australian tax losses are held by the Australian tax consolidated group, of which the Australian Entity remains the head
company. The Company acquired the Australian Entity on 16 December 2025 under a scheme of arrangement in which
shareholders received one ordinary share in the Company for each share held, so the ultimate beneficial ownership of that group
did not change. On that basis the Directors consider that the continuity of ownership requirements in respect of those losses
continue to be satisfied, and that the business continuity test would in any event be available. The New Zealand losses arose in
the Company since its incorporation and are subject to the New Zealand shareholder continuity and business continuity
requirements.
IMPUTATION CREDITS
Imputation credits available for use in subsequent reporting periods were NZ$634 (30 June 2025: nil). The credits arose from
resident withholding tax deducted from interest received by the Company, which was incorporated on 11 September 2025; no
member of the Group has otherwise paid New Zealand income tax.
Note 11 — Employee benefits (liability)
JUN 2026 NZ$JUN 2025 NZ$
CURRENT
Annual leave264,479211,641
Long service leave118,15392,619
Subtotal382,632304,260
NON-CURRENT
Long service leave70,78936,820
Subtotal70,78936,820
Total453,421341,080
ACCOUNTING TREATMENT
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to the end of the
reporting period. Employee benefits expected to be settled within twelve months of the reporting date, being wages and salaries,
annual leave and accrued superannuation, are measured at the undiscounted amounts expected to be paid when the liability is
settled, at the pay rates ruling at the reporting date.
LONG SERVICE LEAVE
Long service leave is a long-term employee benefit. For each employee the liability is the entitlement accrued to the reporting
date under the applicable long service leave legislation, measured at the employee’s current pay rate and increased for the wage
growth expected up to the date the entitlement vests, which is assessed at the rate of increase in the Wage Price Index. For
employees who have not yet completed the qualifying period of service the amount is multiplied by the probability that the
employee will remain in the Group’s employment until the entitlement vests, assessed by reference to the employee’s completed
years of service, and is discounted to present value at the yield on Australian Government bonds with a term matching the
period until vesting. At 30 June 2026 the calculation applied wage growth of 3.2% a year and a discount rate of 4.98%. Changes
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 24ANNUAL REPORT · 45 | FINANCIAL STATEMENTS · 24
in the measurement of the liability are recognised in profit or loss.
Entitlements that have vested, or that are expected to be settled within twelve months of the reporting date, are presented as
current liabilities; the remainder is presented as non-current. The estimate involved is described in note 2.
Note 12 — Cash and cash equivalents
JUN 2026 NZ$JUN 2025 NZ$
Cash and cash equivalents1,165,7911,945,763
Total1,165,7911,945,763
Note 13 — Cash flow information
FINANCING FACILITIES
At 30 June 2026 the Group had the following financing facilities in place:
Pure Asset Management loan facility — facility limit A$4,000,000, drawn A$4,000,000, undrawn nil. The principal remains
outstanding and nothing further was drawn during the year. The facility bears interest at a fixed rate of 9.95% per annum and
terminates on 7 November 2026. Refer to notes 3 and 14.
Lease finance — a chattel mortgage with the Commonwealth Bank over a motor vehicle, fully drawn on inception in May
2024 and repayable in fixed monthly instalments to May 2028. No further amount is available to draw.
Insurance premium funding — arranged annually for each policy and fully drawn when taken out. None was in place at 30
June 2026.
The Group had no other loan or credit facility at 30 June 2026 — no overdraft, no undrawn borrowing line, and no facility
other than those above.
NON-CASH FINANCING AND INVESTING TRANSACTIONS
The following financing and investing transactions did not involve the use of cash or cash equivalents and are therefore
excluded from the statement of cash flows:
the cancellation of the Tranche A and Tranche B warrants held by Pure Asset Management under the Warrant Cancellation
Deed, the A$527,604 cancellation fee being settled on 14 August 2025 by the issue of 7,537,204 ordinary shares rather than
in cash; and
the buyout of the Locate2u revenue royalty and its settlement by the issue of 10,000,000 ordinary shares, described below.
EXTINGUISHMENT OF THE ROYALTY LIABILITY WITH EQUITY INSTRUMENTS
On 30 June 2026 the Group exercised its buyout right under the Royalty Deed and settled the buyout price of A$558,784 owing to
Pure Asset Management by issuing 10,000,000 fully paid ordinary shares instead of cash. Pure was a creditor, was not acting in
its capacity as a shareholder, and is not a related party, so the exchange falls within IFRIC 19 Extinguishing Financial Liabilities
with Equity Instruments. The facility, the royalty and the other arrangements with Pure, and their position at 30 June 2026, are
summarised in note 14.
Under IFRIC 19 the shares were measured at their fair value on the date the liability was extinguished — the NZX closing price of
NZ$0.047, or NZ$470,000 — which was credited to share capital. The liability’s carrying amount of A$380,192 was derecognised
against equity of A$386,332 (NZ$470,000 at the 30 June spot rate of 1.21657), giving a loss on extinguishment of A$6,140
recognised in finance costs. The buyout price and the deed’s implied issue price of approximately NZ$0.0676 per share were not
used to measure the equity issued.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 25ANNUAL REPORT · 46 | FINANCIAL STATEMENTS · 25
On completion all obligations under the Royalty Deed were satisfied and discharged, the guarantees given under it were
released, and the security granted by Locate2u Pty Ltd was discharged and the PPSR registration released. The Pure loan facility
(notes 3 and 14) is a separate arrangement and was unaffected.
PRESENTATION OF ZOOM2U PLATFORM CASH FLOWS
Cash flows relating to the Zoom2u courier platform are presented in the statement of cash flows on a net basis, to reflect the
fees charged to customers and to the independent couriers who use the platform. Cash flows from other revenue streams are
presented on a gross basis, to reflect the flow of receipts from customers and payments to suppliers.
CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below sets out the changes in the Group’s liabilities arising from financing activities during the year, as required by NZ
IAS 7 paragraph 44A, distinguishing changes arising from cash flows from those arising from other, non-cash movements.
YEAR ENDED 30 JUNE 2026
OPENING NZ$CASH
FLOWS NZ$
FOREIGN
EXCHANGE
NZ$
FAIR VALUE
CHANGES
NZ$
OTHER
CHANGES
NZ$
CLOSING NZ$
Long term borrowings4,112,813—545,414—239,3784,897,605
Borrowings - Lease Finance53,741(29,771)5,501——29,471
Borrowing costs(152,338)—(19,764)——(172,102)
Borrowings - other16,476(17,737)1,261———
Total liabilities from financing activities4,030,692(47,508)532,412—239,3784,754,974
YEAR ENDED 30 JUNE 2025
OPENING NZ$CASH
FLOWS NZ$
FOREIGN
EXCHANGE
NZ$
FAIR VALUE
CHANGES
NZ$
OTHER
CHANGES
NZ$
CLOSING NZ$
Long term borrowings4,021,108—(66,805)—158,5104,112,813
Borrowings - Lease Finance74,696(20,130)(825)——53,741
Borrowing costs(154,800)—2,462——(152,338)
Borrowings - other35,826(19,126)(224)——16,476
Total liabilities from financing activities3,976,830(39,256)(65,392)—158,5104,030,692
Note 14 — Borrowings
JUN 2026 NZ$JUN 2025 NZ$
BORROWING - CURRENT
Borrowings – Insurance premium funding—16,476
Borrowings – Lease finance13,53826,606
Pure - Loan facility4,725,503—
Total current borrowings4,739,04143,082
BORROWING – NON-CURRENT
Borrowings – Lease finance15,93327,135
Pure - Loan facility—3,960,475
Total non-current borrowings15,9333,987,610
Total Borrowings4,754,9744,030,692
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 26ANNUAL REPORT · 47 | FINANCIAL STATEMENTS · 26
TERMS AND CONDITIONS OF BORROWINGS
PURE ASSET MANAGEMENT FACILITY
The Group has a loan facility with Pure Asset Management Pty Ltd (Pure) with a principal amount of A$4,000,000, bearing
interest at a fixed rate of 9.95% per annum and repayable on 7 November 2026. The facility is secured over the assets of the
Group.
The fair value of the attaching warrants (A$576,706) and the transaction costs (A$141,473) were capitalised on initial
recognition and are amortised over the life of the borrowings, which in effect discounts the face value of A$4,000,000. Under the
effective interest method the amortised cost of the liability is calculated, and interest expense allocated, using the rate that
exactly discounts the estimated future cash payments through the expected life of the liability. Because that effective rate
exceeds the contractual rate of 9.95%, the carrying amount of the borrowings accretes towards the termination value through to
maturity. The effective interest rate is 14.38% per annum, unchanged from the prior year — the facility’s pricing was not varied
during the year.
The warrants themselves were cancelled during the year, in consideration for the issue of ordinary shares to Pure, as described
in note 22. The cancellation did not alter the terms of the facility, and the discount arising on initial recognition continues to be
amortised over its remaining life.
MODIFICATION AND EXTINGUISHMENT
The royalty payable to Pure represented a substantial modification of the terms of the original facility under NZ IFRS 9 Financial
Instruments, requiring the original financial liability to be extinguished and a new financial liability to be recognised. A loss on
extinguishment of A$55,123 was recognised within the amortisation of the finance component at that time.
On 30 June 2026 the Group exercised its buyout right under the Royalty Deed and settled the amount owing by issuing ordinary
shares rather than cash. That exchange is accounted for under IFRIC 19 and is described in note 13; the shares issued are
included in note 21. The Pure loan facility is a separate arrangement and was unaffected by the buyout.
CLASSIFICATION
The facility is presented as a current liability at 30 June 2026 because it terminates on 7 November 2026, within twelve months
of the reporting date. The Group does not have an unconditional right to defer settlement for at least twelve months after the
reporting date. Refer to note 3 for the Directors’ assessment of going concern and the status of the refinancing.
COVENANTS AND REVIEW EVENTS
The covenants were varied by deed on 14 August 2025: the minimum Cash Balance was reduced from A$1,000,000 to
A$850,000, a new covenant requires a minimum Bitcoin Balance of A$500,000, and the aggregate of the Cash Balance and the
Bitcoin Balance must be no less than A$1,350,000. The Bitcoin holding disclosed in note 17 therefore forms part of the Group’s
covenant compliance.
The Group complied with the minimum Cash Balance and minimum Bitcoin Balance covenants throughout the year. The
Reporting Event EBITDA hurdle was not met for the quarter ended 30 September 2025, and Pure confirmed in writing on 6
October 2025 that it had waived its rights in relation to that breach. The Review Event EBITDA covenant was met in each quarter
of the year on a normalised basis. No Reporting Event, Review Event or Event of Default was subsisting at 30 June 2026.
Other than the above, there were no defaults or breaches on any of the Group’s loans during the year or up to the date of this
report.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 27ANNUAL REPORT · 48 | FINANCIAL STATEMENTS · 27
OTHER BORROWINGS
Insurance premium funding is drawn annually to fund the Group’s insurance programme and is repaid in monthly instalments
over the policy term; none was outstanding at 30 June 2026. Lease finance is a chattel mortgage with the Commonwealth Bank
over a motor vehicle, drawn in May 2024 at a fixed rate of 7.94% per annum and repayable in monthly instalments of A$1,136 to
May 2028, secured over the vehicle financed. The Group had no other loan or credit facility at balance date.
MEASUREMENT
Borrowings are recognised initially at fair value net of transaction costs incurred and subsequently at amortised cost. Any
difference between the proceeds net of transaction costs and the redemption amount is recognised in profit or loss over the
period of the borrowings using the effective interest method. The estimate involved is described in note 2.
THE PURE ARRANGEMENTS — SUMMARY
The facility with Pure Asset Management Pty Ltd (Pure) has been varied, and arrangements ancillary to it entered into and
unwound, since it was written. The arrangements are set out below in date order, with how each is accounted for and its position
at 30 June 2026. The detail is in notes 5, 13, 21 and 22 as cross-referenced.
4 NOVEMBER 2022 — THE FACILITY AND THE WARRANTS
Facility agreement for a A$4,000,000 secured term loan at a fixed 9.95% a year, repayable on 7 November 2026, guaranteed by
the Group’s subsidiaries and secured over the assets of the Group; and 19,000,000 warrants over ordinary shares issued to Pure
under a Warrant Deed of the same date. The loan is a financial liability at amortised cost: the fair value of the warrants
(A$576,706) and the transaction costs (A$141,473) were deducted from the proceeds and are unwound over the term at the
effective interest rate of 14.38%, and the warrants were recognised in the warrants reserve (note 22). At 30 June 2026 the
principal of A$4,000,000 remains drawn and outstanding, at the carrying amount in the table above, and is classified as current
(see Classification). The warrants no longer exist (see 14 August 2025).
25 JULY 2023 — FIRST AMENDMENT AND THE ROYALTY
Following a Review Event identified for the quarter ended 31 December 2022, the facility was amended to introduce new EBITDA
covenants and a royalty payable to Pure of 2.5% of Locate2u revenue, capped at A$750,000 and paid quarterly, under a Royalty
Deed; interest of 15% a year applied to any royalty not paid when due. The amendment was treated as a substantial modification
of the facility: the original liability was extinguished and a new one recognised in the year ended 30 June 2024, with a loss of
A$55,123 recognised in finance costs, and the royalty was recognised as a separate liability at the discounted value of the
amounts expected to be paid. The facility’s interest rate and maturity did not change. The royalty liability is nil at 30 June 2026,
having been bought out (see 30 June 2026).
YEAR ENDED 30 JUNE 2025 — REVIEW EVENTS WAIVED
Review Events were identified for the quarters ended 31 December 2024, 31 March 2025 and 30 June 2025, and each was
waived by Pure in writing, as disclosed in the financial statements for that year. None affected measurement or classification,
and no Review Event or Event of Default was subsisting at 30 June 2026.
14 AUGUST 2025 — COVENANT VARIATION AND CANCELLATION OF THE WARRANTS
By a second amendment letter the minimum Cash Balance covenant was reduced from A$1,000,000 to A$850,000, a new
minimum Bitcoin Balance covenant of A$500,000 was introduced, and the two together are required to be no less than
A$1,350,000. On the same day, under a Warrant Cancellation Deed approved by shareholders on 13 August 2025, all 19,000,000
warrants were cancelled for a fee of A$527,604 settled by the issue of 7,537,204 ordinary shares. The covenant variation had no
effect on measurement. On the cancellation the warrants reserve of A$552,873 was released, the shares issued were credited to
issued capital at A$527,604 (note 21) and the difference of A$25,269 was recognised as a gain in other income (note 5); the
discount on the facility continues to unwind unchanged. At 30 June 2026 the varied covenants are in force and had been
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 28ANNUAL REPORT · 49 | FINANCIAL STATEMENTS · 28
complied with throughout the year (see Covenants and review events), and the warrants reserve is nil.
6 OCTOBER 2025 — WAIVER
Pure confirmed in writing that it had waived its rights in relation to the Reporting Event EBITDA hurdle not met for the quarter
ended 30 September 2025. The waiver had no effect on measurement or classification, and no Reporting Event, Review Event or
Event of Default was subsisting at 30 June 2026.
30 JUNE 2026 — BUYOUT OF THE ROYALTY
The Group exercised its buyout right under the Royalty Deed, and the buyout price of A$558,784 was settled by the issue of
10,000,000 fully paid ordinary shares to Pure rather than in cash; the Royalty Deed was discharged and the security given under
it released. The shares were measured at their fair value of NZ$470,000, the NZX closing price of NZ$0.047, the royalty liability
of A$380,192 was released and the difference of A$6,140 was recognised in finance costs (note 13; the shares are in note 21).
The royalty liability is nil at 30 June 2026. The facility is a separate arrangement and was unaffected: A$4,000,000 remains
outstanding at 9.95%, terminating on 7 November 2026, and the Directors’ assessment of its refinancing is in note 3.
Note 15 — Financial instruments and financial risk management
The Group is exposed to liquidity, credit and market risk (currency and interest rate risk) through its use of financial instruments,
which comprise cash at bank, trade receivables, trade and other payables and borrowings.
The Board has overall responsibility for the risk management framework. Day-to-day management sits with the finance function
under objectives approved by the Board, with the Chief Financial Officer responsible for the processes that follow them,
including monitoring interest rate and foreign exchange exposure.
FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of the Group’s financial instruments, by measurement category, are as follows.
JUN 2026 NZ$JUN 2025 NZ$
FINANCIAL ASSETS
MEASURED AT AMORTISED COST
Cash and cash equivalents1,165,7911,945,763
Trade and other receivables737,439473,902
Total financial assets1,903,2302,419,665
FINANCIAL LIABILITIES
MEASURED AT AMORTISED COST
Trade and other payables1,686,3081,226,644
Borrowings – lease finance29,47153,741
Borrowings – other—16,476
Borrowings – Pure loan facility4,725,5033,960,475
MEASURED AT FAIR VALUE
Royalty liability—415,515
Total financial liabilities6,441,2825,672,851
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 29ANNUAL REPORT · 50 | FINANCIAL STATEMENTS · 29
LIQUIDITY RISK
Liquidity risk is the risk that the Group will have difficulty meeting its financial obligations as they fall due. Its policy is to hold
sufficient cash to meet liabilities when due. Budgets and cash flow forecasts at the reporting date indicate sufficient liquid
resources under all reasonably expected circumstances. The Group’s liquidity position is affected by the maturity of the Pure
facility on 7 November 2026 — refer to note 3.
FINANCIAL LIABILITY MATURITY ANALYSIS
The table below sets out the undiscounted contractual cash flows on the Group’s financial liabilities, including contractual
interest still to be paid. The timing of expected outflows is not expected to differ materially from the contracted cash flows.
AT 30 JUNE 2026
WITHIN 1 YEAR NZ$1 TO 5 YEARS NZ$TOTAL NZ$
Trade and other payables1,686,028—1,686,028
Borrowings – lease finance16,58715,20431,791
Borrowings – other———
Borrowings – Pure loan facility5,038,443—5,038,443
Royalty liability———
Total contractual outflows6,741,05815,2046,756,262
FINANCIAL LIABILITY MATURITY ANALYSIS
AT 30 JUNE 2025
WITHIN 1 YEAR NZ$1 TO 5 YEARS NZ$TOTAL NZ$
Trade and other payables1,226,644—1,226,644
Royalty liability90,100600,362690,462
Borrowings – lease finance26,60627,13553,741
Borrowings – other16,476—16,476
Borrowings – Pure loan facility—4,307,2004,307,200
Total contractual outflows1,359,8264,934,6976,294,523
CREDIT RISK
Credit risk arises from cash and deposits with banks, and from credit exposure to customers. Risk on liquid funds is considered
negligible, the counterparties being reputable banks with high quality credit ratings.
Trade receivables comprise a large number of customers across diverse industries and geographies. The Group deals only with
creditworthy counterparties: each customer requesting credit is assessed individually using external credit ratings, financial
statements and industry information before standard terms are offered, and those who fail to meet terms move to prepayment
until creditworthiness is re-established. Management reviews the ageing profile and the Board receives monthly reports on it.
Financial assets that are not impaired are considered of good credit quality, including those past due.
The Group is however exposed to a concentration of credit risk within trade receivables. At 30 June 2026 four customers, each a
large corporate counterparty, together accounted for 62.0% of gross trade receivables, the largest of them 26.8%. The whole of
the balance owing by those four customers at the reporting date has since been received. The concentration is set out in note
16.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of financial asset set out above.
The Group holds no collateral over any of them.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 30ANNUAL REPORT · 51 | FINANCIAL STATEMENTS · 30
FOREIGN EXCHANGE RISK
Exposures arise from the Group’s overseas sales and purchases, denominated at the reporting date in Australian dollars, United
States dollars, Philippine pesos, South African rand, euro and pounds sterling, and are generally short-term cash flows due or
payable within twelve months. Exposures vary during the year with the volume of overseas transactions, but the analysis below
is considered representative of the Group’s exposure to foreign currency risk.
The translation of the Group’s Australian and United States operations into the New Zealand dollar presentation currency is not
foreign exchange risk on financial instruments and is not included below; the effect of it is reported in the foreign currency
translation reserve. Intercompany monetary balances between Group entities with different functional currencies are eliminated
on consolidation and are likewise excluded.
The comparative is the exposure reported for the year ended 30 June 2025, translated into the presentation currency.
FOREIGN CURRENCY FINANCIAL ASSETS AND LIABILITIES
Financial assets and financial liabilities denominated in a currency other than the functional currency of the entity holding them,
translated at the closing rate.
AT 30 JUNE 2026
FINANCIAL
ASSETS NZ$
FINANCIAL
LIABILITIES NZ$
NET EXPOSURE
NZ$
NET EXPOSURE (CURRENCY OF
DENOMINATION)
AUD23632,345(32,109)AUD (26,390)
USD2,72025,979(23,259)USD (13,164)
PHP—37,869(37,869)PHP (1,315,289)
ZAR—5,946(5,946)ZAR (55,169)
EUR—7,853(7,853)EUR (3,900)
GBP23,352—23,352GBP 10,000
Total26,308109,992(83,684)
FOREIGN CURRENCY FINANCIAL ASSETS AND LIABILITIES
AT 30 JUNE 2025
FINANCIAL
ASSETS NZ$
FINANCIAL
LIABILITIES NZ$
NET EXPOSURE
NZ$
NET EXPOSURE (CURRENCY OF
DENOMINATION)
USD139,51644,90594,611—
PHP—49,389(49,389)—
ZAR—24,328(24,328)—
Total139,516118,62220,894
EXCHANGE RATE SENSITIVITY
Had the New Zealand dollar strengthened or weakened by 5% against each of these currencies, with all other variables held
constant, the Group’s loss before tax and its equity would have been affected as follows. None of these exposures is hedged or
designated as part of a net investment in a foreign operation, so the effect on equity equals the effect on the result.
JUN 2026 +5%
NZ$
JUN 2026 −5%
NZ$
JUN 2025 +5%
NZ$
JUN 2025 −5%
NZ$
AUD1,605(1,605)
USD1,163(1,163)(4,731)4,731
PHP1,893(1,893)2,469(2,469)
ZAR297(297)1,216(1,216)
EUR393(393)
GBP(1,168)1,168
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 31ANNUAL REPORT · 52 | FINANCIAL STATEMENTS · 31
JUN 2026 +5%
NZ$
JUN 2026 −5%
NZ$
JUN 2025 +5%
NZ$
JUN 2025 −5%
NZ$
Total4,183(4,183)(1,046)1,046
INTEREST RATE RISK
The Group is not exposed to significant interest rate risk. Its cash is held in transactional accounts and short-maturity deposits.
All of the Group’s borrowings are at fixed rates — the Pure facility at 9.95% per annum and the vehicle chattel mortgage at 7.94%
per annum — and none of the facilities in place during the year or at the reporting date bears a floating rate, so the Group is not
exposed to variability in market interest rates and no sensitivity to a benchmark rate is presented. The fair value of a fixed rate
borrowing does vary with market rates.
FAIR VALUE MEASUREMENT
No financial asset or financial liability of the Group was measured at fair value at 30 June 2026. The royalty liability, which was
measured at fair value at 30 June 2025 and classified within Level 3 of the fair value hierarchy, was extinguished on 30 June
2026 (refer to note 13), and the Group holds no derivative financial instrument.
The carrying amounts of the Group’s financial assets and financial liabilities are a reasonable approximation of their fair value.
Cash and cash equivalents, trade and other receivables and trade and other payables are short-term and non-interest-bearing.
The Pure facility bears interest at a fixed rate and terminates on 7 November 2026, four months after the reporting date, and is
carried at amortised cost (refer to note 14, and to note 3 for the Directors’ assessment of going concern and the status of the
refinancing). The vehicle chattel mortgage is repayable in monthly instalments to May 2028 at a fixed rate.
Bitcoin is measured at fair value using quoted prices in an active market (Level 1). It is not a financial instrument and is dealt
with in note 17.
Note 16 — Trade receivables and other assets
JUN 2026 NZ$JUN 2025 NZ$
Trade receivables744,738478,424
Provision for doubtful debts(7,299)(4,523)
Subtotal737,439473,902
OTHER CURRENT ASSETS
Prepayments66,060108,385
Accrued income47,95526,723
Rental bond25,42522,505
Contract costs - implementation21,364—
Listing Bond21,213—
Withholding tax paid634—
Subtotal182,650157,613
OTHER NON-CURRENT ASSETS
Contract costs - implementation55,550—
Subtotal55,550—
Total975,639631,515
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 32ANNUAL REPORT · 53 | FINANCIAL STATEMENTS · 32
EXPECTED CREDIT LOSSES
The carrying value of trade receivables is considered a reasonable approximation of fair value because of the short-term nature
of the balances. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable.
The Group applies the simplified approach in NZ IFRS 9, which measures the allowance at an amount equal to lifetime expected
credit losses. To measure them, trade receivables are grouped by shared credit risk characteristics and by days past due, and a
loss rate is applied to each group drawn from recent sales experience, historical collection rates and available forward-looking
information. The estimate involved is described in note 2, and credit risk more generally in note 15.
There has been no change during the year in the estimation techniques or in the significant assumptions applied in measuring
expected credit losses on trade receivables.
A trade receivable is written off when there is information indicating that the debtor is in severe financial difficulty and there is no
realistic prospect of recovery — for example where the debtor has been placed in liquidation or has entered bankruptcy
proceedings, or where the receivable is more than six months past due, whichever occurs first.
CONCENTRATION OF CREDIT RISK
At 30 June 2026 four customers, each a large corporate counterparty, together accounted for 62.0% of gross trade receivables.
The largest owed NZ$199,760, being 26.8% of gross trade receivables, and the other three NZ$110,113 (14.8%), NZ$84,726
(11.4%) and NZ$66,908 (9.0%). Of the amounts owing by them, NZ$130,471 had fallen due at the reporting date, none of it
overdue by more than 30 days, and the whole of the balance owing by all four has since been received. Exposure to these
counterparties is managed through the weekly review of the receivables ledger and follow-up of overdue balances; each is a
large corporate customer with an established trading relationship with the Group. Credit risk is described further in note 15.
PROVISION FOR EXPECTED CREDIT LOSSES
The loss allowance provision is determined as follows.
CURRENT
NZ$
< 30 DAYS
OVERDUE NZ$
< 90 DAYS
OVERDUE NZ$
> 90 DAYS
OVERDUE NZ$
TOTAL NZ$
At 30 June 2026 — gross carrying amount500,650237,7276,26299744,738
At 30 June 2026 — loss allowance—(938)(6,262)(99)(7,299)
At 30 June 2025 — gross carrying amount399,35866,4777,1055,484478,424
At 30 June 2025 — loss allowance———(4,523)(4,523)
Note 17 — Bitcoin
JUN 2026 NZ$JUN 2025 NZ$
Opening balance1,770,215—
Purchases466,7401,751,146
Revaluation(1,165,296)19,069
Foreign currency translation difference195,131—
Closing balance1,266,7901,770,215
BITCOIN HELD, AND THE REVALUATION FOR THE YEAR
During the year ended 30 June 2026 the Group acquired 2.21 Bitcoin at an average price (including transaction fees) of
A$182,190, and none was sold, taking the holding to 12.2987 Bitcoin (30 June 2025: 10.0887 Bitcoin, acquired at an average
price of A$161,195). Bitcoin was measured at fair value at 30 June 2026 using a quoted price of A$84,670.68 per Bitcoin.
As the Group’s Bitcoin is held in Australian dollars, whilst these financial statements are presented in New Zealand dollars, the
balances above are translated at the exchange rate ruling at each reporting date and the movements between them at the
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 33ANNUAL REPORT · 54 | FINANCIAL STATEMENTS · 33
average rate for the year, the difference being shown as a foreign currency translation difference, in accordance with NZ IAS 38
and NZ IAS 21 “The Effects of Changes in Foreign Exchange Rates”. Of the revaluation for the year, NZ$20,528 was recognised
in other comprehensive income, releasing the revaluation surplus in full, and NZ$1,144,768 in profit or loss. The closing balance
of A$1,041,340 is translated at the exchange rate ruling at 30 June 2026 of NZ$1.2165 to A$1.00, giving NZ$1,266,790. No
revaluation decrease had been recognised in profit or loss before this year, so the cumulative revaluation decrease recognised in
profit or loss at 30 June 2026 is A$987,550 (NZ$1,144,768). A later increase in fair value is recognised in profit or loss to the
extent that it reverses that decrease, with any excess recognised in other comprehensive income.
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.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 34ANNUAL REPORT · 55 | FINANCIAL STATEMENTS · 34
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 IFRS 13’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 recognised.
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 recognised in profit or loss.
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 18 — Property, plant and equipment
JUN 2026 NZ$JUN 2025 NZ$
MOTOR VEHICLES
At cost87,70677,634
Accumulated depreciation(30,827)(18,402)
Total motor vehicles56,87959,232
OFFICE EQUIPMENT
At cost32,42060,123
Accumulated depreciation(12,578)(28,519)
Total office equipment19,84231,604
COMPUTER EQUIPMENT
At cost78,929119,834
Accumulated depreciation(47,991)(77,873)
Total computer equipment30,93841,961
Total property, plant and equipment107,659132,797
MOVEMENTS IN CARRYING AMOUNTS — YEAR ENDED 30 JUNE 2026
MOTOR VEHICLESOFFICE EQUIP.COMPUTER EQUIP.TOTAL
Balance at the beginning of the year59,23231,60441,961132,797
Additions——10,04210,042
Disposals—(8,305)(9,860)(18,165)
Depreciation expense(9,565)(6,810)(15,873)(32,248)
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 35ANNUAL REPORT · 56 | FINANCIAL STATEMENTS · 35
MOTOR VEHICLESOFFICE EQUIP.COMPUTER EQUIP.TOTAL
Foreign currency translation difference7,2123,3534,66815,233
Balance at the end of the year56,87919,84230,938107,659
YEAR ENDED 30 JUNE 2025
MOTOR VEHICLESOFFICE EQUIP.COMPUTER EQUIP.TOTAL
Balance at the beginning of the year67,54828,63570,890167,073
Additions3,02011,29418,16532,479
Disposals—(550)(26,332)(26,882)
Depreciation expense(10,396)(7,256)(20,147)(37,799)
Foreign currency translation difference(940)(519)(615)(2,074)
Balance at the end of the year59,23231,60441,961132,797
ACCOUNTING TREATMENT
Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and
impairment.
Property, plant and equipment is depreciated on a declining value basis over the asset’s useful life to the Group, commencing
when the asset is ready for use. The depreciation rates used for each class are:
Motor vehicles — 15%
Office equipment — 10% – 33%
Computer equipment — 33%
At the end of each annual reporting period the depreciation method, useful life and residual value of each asset is reviewed. Any
revisions are accounted for prospectively as a change in estimate.
Note 19 — Intangible assets and goodwill
JUN 2026 NZ$JUN 2025 NZ$
GOODWILL
Cost514,579455,486
Accumulated impairment losses(121,649)—
Net carrying value392,930455,486
PATENTS, TRADEMARKS AND OTHER RIGHTS
Cost229,488203,134
Accumulated amortisation and impairment(171,316)(142,688)
Net carrying value58,17260,446
CUSTOMER LIST
Cost921,499815,676
Accumulated amortisation and impairment(774,996)(630,809)
Net carrying value146,503184,867
ACQUIRED SOFTWARE
Cost1,817,5451,608,822
Accumulated amortisation and impairment(1,780,211)(1,500,403)
Net carrying value37,334108,419
DEVELOPED SOFTWARE
Cost5,675,5073,909,470
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 36ANNUAL REPORT · 57 | FINANCIAL STATEMENTS · 36
JUN 2026 NZ$JUN 2025 NZ$
Accumulated amortisation and impairment(2,675,578)(1,462,402)
Net carrying value2,999,9292,447,068
Total intangible assets and goodwill3,634,8683,256,286
MOVEMENTS IN CARRYING AMOUNTS — YEAR ENDED 30 JUNE 2026
GOODWILLPATENTS /
TM
CUSTOMER LISTACQUIRED S/WDEVELOPED S/WTOTAL
Balance at the beginning of the year455,48660,446184,867108,4192,447,0683,256,286
Additions————1,199,5421,199,542
Impairment loss(115,920)————(115,920)
Amortisation—(9,640)(59,411)(81,139)(975,242)(1,125,432)
Foreign currency translation difference53,3647,36621,04710,054328,561420,392
Balance at the end of the year392,93058,172146,50337,3342,999,9293,634,868
YEAR ENDED 30 JUNE 2025
GOODWILLPATENTS /
TM
CUSTOMER LISTACQUIRED S/WDEVELOPED S/WTOTAL
Balance at the beginning of the year462,84766,402316,331405,8311,929,0453,180,456
Additions—3,972——1,245,1981,249,170
Amortisation / impairment—(8,961)(128,758)(296,309)(686,410)(1,120,438)
Foreign currency translation difference(7,361)(967)(2,706)(1,103)(40,765)(52,902)
Balance at the end of the year455,48660,446184,867108,4192,447,0683,256,286
RECOVERABLE AMOUNT TESTING FOR GOODWILL AND INDEFINITE LIFE INTANGIBLES
For the purpose of impairment testing, goodwill and indefinite life intangibles are allocated to cash-generating units as below:
DESCRIPTION OF THE CASH-GENERATING UNIT (CGU)CARRYING AMOUNT OF
GOODWILL NZ$
METHOD OF ESTIMATION
Freight Match Business182,475Fair value less costs of disposal
Talcasoft Business210,455Fair value less costs of disposal
CASH-GENERATING UNITS WHERE RECOVERABLE AMOUNT HAS BEEN DETERMINED USING FAIR VALUE LESS COSTS
OF DISPOSAL
CGUPERIOD OVER WHICH CASH
FLOWS HAVE BEEN
PROJECTED
TERMINAL GROWTH RATE USED
FOR CASH FLOW PROJECTIONS
AVERAGE REVENUE
GROWTH RATE
DISCOUNT RATE
(POST-TAX)
Freight Match BusinessThree years0%0%25%
Talcasoft BusinessThree years0%0%25%
IMPAIRMENT ASSUMPTIONS
Goodwill is allocated to the Freight Match and Talcasoft Businesses, which are the cash-generating units for the purpose of
impairment testing. The recoverable amount of each unit is determined as fair value less costs of disposal, using a discounted
cash flow of the unit’s post-tax cash flows. The cash flows are earnings before interest, tax, depreciation and amortisation, taken
from the Group’s forecast and held flat across the three-year forecast period, less notional tax at 25%. The measurement uses
unobservable inputs and is a level 3 fair value measurement. Costs of disposal have been assessed as immaterial.
KEY ASSUMPTIONS
The cash flows of each unit are its earnings before interest, tax, depreciation and amortisation in the Group’s budget for the year
ending 30 June 2027, which the Board approved on 27 August 2026, held flat across the three-year forecast period with no
growth, less notional tax at 25%. The budget was prepared by management from each unit’s existing customers and cost base
and reflects its recent trading; holding the cash flows flat, rather than projecting growth, is consistent with that experience. No
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 37ANNUAL REPORT · 58 | FINANCIAL STATEMENTS · 37
terminal growth is assumed. The discount rate of 25% is a post-tax rate applied to post-tax cash flows and is unchanged from
the prior year.
In the prior year the recoverable amount of each unit was determined as its value in use. For the year ended 30 June 2026 it has
been determined as fair value less costs of disposal, which values each unit as a buyer would, on post-tax cash flows and a
post-tax discount rate. The forecast period, the growth assumption and the discount rate are the same under both bases.
CASH-GENERATING UNITS
The Freight Match cash-generating unit is the Group’s large-freight service line, through which Zoom2u arranges the carriage of
large consignments for its customers by third-party carriers; its goodwill arose on the acquisition of that business. The Talcasoft
cash-generating unit is the Talcasoft business, which provides transport management software, support and project services to
transport industry customers and is reported within the Locate2u segment; its carrying amount comprises the goodwill,
customer list and acquired software recognised on its acquisition.
CONCLUSION
The Freight Match goodwill relates to the Group’s large-freight service line, whose revenue has declined for a fourth consecutive
year, reflecting lower volumes from the line’s largest customer and from a number of smaller customers.
An impairment loss of NZ$115,920 (A$100,000) was recognised during the year against the goodwill allocated to the Freight
Match cash-generating unit, reducing its carrying amount to NZ$182,475 (A$150,000). It is presented within depreciation,
amortisation and impairment in the statement of profit or loss.
The recoverable amount of the Freight Match unit at 30 June 2026, determined as its fair value less costs of disposal, was
NZ$248,600 (A$204,357).
The recoverable amount of the Talcasoft unit exceeded its carrying amount at 30 June 2026 and no reasonably possible change
in the key assumptions would cause its recoverable amount to fall below its carrying amount, so no impairment loss has been
recognised against it.
Developed software, the Group’s largest class of intangible asset, has a finite useful life and is amortised; it is not subject to
annual impairment testing but is assessed at each reporting date for indications of impairment. The Group’s loss for the year is
an indicator of impairment, so the developed software allocated to the Locate2u, Zoom2u, Local Delivery and Shred2u cash-
generating units was tested as part of those units; in each, recoverable amount exceeded carrying amount. No impairment of
developed software has been recognised in either year.
RECOGNITION OF SOFTWARE DEVELOPMENT COSTS
Expenditure on the development of the Group’s software platforms is recognised as an intangible asset where the recognition
criteria in NZ IAS 38 are met, and is measured at the directly attributable cost of the Group’s own development staff. Expenditure
that does not meet those criteria, including research expenditure and the cost of maintaining and supporting software already in
use, is recognised in profit or loss as it is incurred. The judgement involved in applying the criteria is described in note 2.
Development costs expensed during the year, being the salaries and contractor costs of the development team that were not
capitalised, were NZ$707,878 (A$610,661) (30 June 2025: NZ$710,693; A$648,087). They are included in employee benefits
expense in note 7.
AMORTISATION AND USEFUL LIVES
Goodwill has an indefinite useful life and is not amortised. Every other class of intangible asset has a finite useful life and is
amortised on a straight-line basis from the date it is available for use. Software development costs are amortised over five
years, patents and trademarks over two to five years, the customer list over six years and acquired software over five years.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted where appropriate; the
useful life of developed technology is a critical estimate, described in note 2.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 38ANNUAL REPORT · 59 | FINANCIAL STATEMENTS · 38
Amortisation and any impairment of intangible assets are presented within depreciation, amortisation and impairment in the
statement of profit or loss.
Note 20 — Trade and other payables
JUN 2026 NZ$JUN 2025 NZ$
TRADE AND OTHER PAYABLES
Trade payables608,778430,233
GST and PAYGW Payable451,124393,937
Accrued expense323,088311,908
Other payables186,77456,541
Deferred income116,54434,026
Total trade and other payables1,686,3081,226,644
AUSTRALIAN TAXATION OFFICE PAYMENT ARRANGEMENTS
The Group has payment arrangements with the Australian Taxation Office in respect of outstanding goods and services tax and
PAYG withholding liabilities. The arrangement in place at 30 June 2025 was superseded in December 2025 by a new
arrangement, and a further arrangement was entered into in May 2026. Both were in place at balance date, and their balances
are included within GST and PAYG wages payable above.
The December 2025 arrangement is repayable by monthly instalments and bears interest, which is recognised as it accrues. The
May 2026 arrangement was entered into under the Australian Taxation Office’s Fuel Response programme and is interest free.
Both are carried at the principal outstanding.
The portion of the arrangements not repayable within twelve months of balance date is presented in other non-current liabilities.
Note 20 (cont.) — Other liabilities
JUN 2026 NZ$JUN 2025 NZ$
OTHER CURRENT LIABILITIES
Deferred revenue - Government grants18,117—
Other current liabilities—84,353
Total other current liabilities18,11784,353
OTHER NON-CURRENT LIABILITIES
GST and PAYGW Payable141,361—
Deferred income112,289—
Deferred revenue - Government grants36,234—
Other non-current liabilities—331,161
Total other non-current liabilities289,884331,161
Total other liabilities308,001415,515
OTHER LIABILITIES
Other current liabilities and other non-current liabilities comprise deferred income on a government grant and, at 30 June 2025,
the royalty liability owing to Pure Asset Management.
The government grant is the unreleased balance of the Australian research and development tax incentive received in July 2024,
which is released to other income over five years. The accounting policy and the amount recognised in the year are set out in
note 5. The balance is split between current and non-current according to when it will be released.
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 39ANNUAL REPORT · 60 | FINANCIAL STATEMENTS · 39
The royalty liability was extinguished on 30 June 2026, when the remaining royalty payable to Pure Asset Management was
bought out and settled by the issue of 10,000,000 ordinary shares, so no balance remains at balance date (30 June 2025:
NZ$84,353 current and NZ$331,161 non-current).
Other non-current liabilities also include the portion of the Australian Taxation Office payment arrangements described above
that is not repayable within twelve months of balance date.
Note 21 — Issued capital
MOVEMENTS IN ORDINARY SHARE CAPITALDATESHARES
(NUMBER)
ISSUE PRICE
NZ$
TOTAL NZ$
Opening balance30 June 2025232,328,93724,652,765
Share capital issued(a)July 20252,845,4000.214609,975
Share capital issued(b)14 August 20257,537,2040.0768578,513
Share capital cancelled(c)28 November 2025(3,401,041)——
Share capital issued(d)1 December 202545,000,000——
Share capital issued(e)3 December 202513,333,3330.07731,030,313
Share capital cancelled(f)June 2026(356,294)0.0434(15,465)
Share capital issued(g)30 June 202610,000,0000.0470470,000
Less: capital raising costs—(502,180)
Closing balance30 June 2026307,287,53926,823,921
TERMS OF ORDINARY SHARES AND MOVEMENTS IN THE YEAR
RIGHTS ATTACHING TO ORDINARY SHARES
Ordinary shares are classified as equity. The holders of ordinary shares are entitled to participate in dividends and in 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 on a poll each share is entitled to one vote. The Company does not have authorised capital
or a par value in respect of its shares. Incremental costs directly attributable to the issue of ordinary shares, and of share
options that vest immediately, are recognised as a deduction from equity.
MOVEMENTS IN THE YEAR
(a) During July 2025 the Company issued 2,845,400 ordinary shares under its At-the-Market facility with Novus Capital Limited
for total proceeds of A$561,480, being 1,825,322 shares settled on 7 July 2025 at prices between A$0.185 and A$0.240 and
1,020,078 shares settled on 14 July 2025 at prices between A$0.165 and A$0.195.
(b) On 14 August 2025 the Company issued 7,537,204 ordinary shares at A$0.07 per share, being A$527,604, to Pure Asset
Management Pty Ltd in satisfaction of the fee for cancelling the Tranche A and Tranche B warrants granted under the Warrant
Deed dated 4 November 2022. The cancellation was approved by shareholders at the extraordinary general meeting held on 13
August 2025.
(c) On 28 November 2025, 3,401,041 ordinary shares previously issued to Novus Capital Limited as collateral under the At-the-
Market facility were returned and cancelled. No consideration was paid or received.
(d) On 1 December 2025 the Company issued 45,000,000 ordinary shares to Novus Capital Limited for no consideration, as
collateral to establish an at-the-market facility. Under the facility deed any collateral shares remaining when the facility
terminates or expires are bought back by the Company for nil consideration, or paid for by Novus at a price agreed between
them.
(e) On 3 December 2025 the Company issued 13,333,333 ordinary shares under its initial public offer at NZ$0.075 per share, or
A$0.068 for applications made in Australian dollars, raising NZ$1,030,313. Both prices were fixed on the one-month volume
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 40ANNUAL REPORT · 61 | FINANCIAL STATEMENTS · 40
weighted average price of Locate Technologies Limited (ACN 636 364 246) shares to 10 September 2025. On 16 December
2025 the Company completed a scheme of arrangement under which it acquired that company and listed on the NZX Main
Board in place of its ASX listing. Shareholders received one ordinary share in the Company for each share they held, so the
scheme itself did not alter the number of shares on issue.
(f) On 20 April 2026 the Company announced an on-market share buyback programme through the NZX Main Board, made
under section 60 of the Companies Act 1993 and in accordance with NZX Listing Rule 4.14, for up to NZ$500,000 in aggregate
purchase price and up to 14,882,192 ordinary shares, whichever is reached first, and running for up to twelve months. During the
year the Company acquired 356,294 ordinary shares on-market for a total consideration of NZ$15,465, at prices between
NZ$0.0417 and NZ$0.0480 per share. The shares were cancelled on acquisition, none is held as treasury stock, and the
consideration paid was deducted from issued capital.
(g) On 30 June 2026 the Group settled the buyout price owing to Pure Asset Management under the Royalty Deed by issuing
10,000,000 fully paid ordinary shares. In accordance with IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments the
shares were measured at their fair value on the date the liability was extinguished, being the NZX closing price of NZ$0.047, or
NZ$470,000.
CAPITAL MANAGEMENT
The key objectives of the Company when managing capital are to safeguard its ability to continue as a going concern and
maintain optimal benefits to stakeholders. The Company defines capital as its equity and net debt.
There has been no change to capital risk management policies during the year.
The Company manages its capital structure and makes funding decisions based on the prevailing economic environment and
has a number of tools available to manage capital risk.
Note 22 — Reserves
JUN 2026 NZ$JUN 2025 NZ$
Employee share option plan1,768,8731,768,873
New employee share option plan186,202148,387
2024 employee share option plan307,722127,218
Warrants reserve—607,586
Options reserve54,59754,597
Revaluation reserve—19,418
Foreign currency translation reserve1,281,5461,143,240
Exchange difference on reserves released during the year(1,110)—
Total reserves3,597,8303,869,318
NATURE AND PURPOSE OF RESERVES
SHARE-BASED PAYMENTS RESERVES
The employee share option plan reserves record the cumulative fair value, measured at grant date, of options granted to
employees and Directors, recognised as an expense over the vesting period. On exercise the balance attributable to those
options is transferred to share capital. The plans are described in note 23.
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FINANCIAL STATEMENTS · 41ANNUAL REPORT · 62 | FINANCIAL STATEMENTS · 41
WARRANTS RESERVE
The warrants reserve recorded the portion of the proceeds of the Pure loan facility attributed to the warrants issued to Pure
Asset Management Pty Ltd under the Warrant Deed dated 4 November 2022, the remainder being allocated to the debt
component and carried at amortised cost. All 19,000,000 warrants were cancelled in August 2025 for a fee of A$527,604
satisfied in shares, as described in note 21, so the reserve is nil at 30 June 2026.
OPTIONS RESERVE
The options reserve records the fair value of the free-attaching investor options issued to participants in the March 2025
placement, measured at grant date and allocated from the placement proceeds on the basis of relative fair values. The options
are described in note 23.
REVALUATION RESERVE
The revaluation reserve records the cumulative net revaluation surplus on the Group’s Bitcoin holding under the NZ IAS 38
revaluation model, as described in note 17. Increases are recognised in other comprehensive income and accumulated in this
reserve; decreases are charged against it to the extent of the balance held, and only the excess is recognised in profit or loss.
The reserve is not recycled to profit or loss. The surplus carried at 30 June 2025 was reversed by decreases in fair value during
the year, so the reserve is nil at 30 June 2026.
FOREIGN CURRENCY TRANSLATION RESERVE
The foreign currency translation reserve records the exchange differences arising on translating the results and financial
position of Group entities whose functional currency differs from the New Zealand dollar presentation currency, together with
the effect of the re-presentation of the comparative period described in note 1. The balance relating to a foreign operation is
reclassified to profit or loss on its disposal. Issued capital, reserves and accumulated losses are carried at the exchange rates
ruling when they arose, so the reserve is the difference between net assets at the closing rate and those components of equity
at historical rates.
Exchange differences on translation are recognised in other comprehensive income and are presented as a component of it in
the statement of profit or loss and other comprehensive income and in the statement of changes in equity.
Each reserve is carried at its historical rate plus the movements of the year translated at the average rate for the year; a reserve
released on a transaction with owners is released at the rate at which it was carried.
Note 23 — Share-based payments
Movements in the number of options on issue during the year were as follows.
HELD AT START
OF THE YEAR
GRANTED
DURING THE
YEAR
EXERCISEDANY OTHER
CHANGES
HELD AT END OF
THE YEAR
OF WHICH
EXERCISABLE AT
THE END OF THE
YEAR
Employee share option plan7,408,434———7,408,4347,408,434
New employee share option plan7,643,895——(349,999)7,293,8961,099,271
2024 employee share option plan14,900,0001,200,000—(150,000)15,950,0002,791,667
Investor options3,571,428———3,571,4283,571,428
OPTIONS OUTSTANDING AT THE END OF THE YEAR
OPTIONS
OUTSTANDING
WEIGHTED
AVERAGE
EXERCISE PRICE
NZ$
WEIGHTED AVERAGE
REMAINING
CONTRACTUAL LIFE
(YEARS)
RANGE OF EXERCISE
PRICES NZ$
Employee share option plan7,408,4340.2070.200.207
New employee share option plan7,293,8960.2122.840.130 – 0.377
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 42ANNUAL REPORT · 63 | FINANCIAL STATEMENTS · 42
OPTIONS
OUTSTANDING
WEIGHTED
AVERAGE
EXERCISE PRICE
NZ$
WEIGHTED AVERAGE
REMAINING
CONTRACTUAL LIFE
(YEARS)
RANGE OF EXERCISE
PRICES NZ$
2024 employee share option plan — granted 20 December 202414,750,0000.1493.470.149
2024 employee share option plan — granted during the year
ended 30 June 2026
1,200,0000.1140.114
Investor options3,571,4280.0980.200.097 – 0.099
SHARE-BASED PAYMENT ARRANGEMENTS
Options granted under the Group’s plans are granted for no consideration, carry no dividend or voting rights, and convert into one
ordinary share each on exercise. The expense is recognised within employee benefits expense in the statement of profit or loss
and other comprehensive income, with the corresponding credit to the reserves described in note 22.
EXCHANGE OF OPTIONS ON FORMATION OF THE GROUP
Prior to its listing the Company entered into option sale and purchase agreements with each holder of options over shares in the
Australian Entity, under which it agreed to acquire all of their vested and unvested options in exchange for the issue of the same
number of options over shares in the Company, on generally equivalent terms. The options acquired by the Company were
forfeited, and the new options were issued immediately following the acquisition of the Australian Entity.
EMPLOYEE SHARE OPTION PLANS
The Company operates equity-based long-term option plans to assist in the attraction, motivation, retention and reward of key
management personnel and other eligible employees. Under the rules of each plan the Board has a discretion to offer options to
acquire shares to senior management, Directors and other nominated key employees, subject to service-based conditions,
performance hurdles, or both. Once vested, options remain exercisable for a fixed period from the issue date of the options
originally issued by the Australian Entity.
Three employee arrangements were in place during the year. The Employee Share Option Plan predates the Australian Entity’s
listing; its options were granted on 10 September 2021, are fully vested, are exercisable at NZ$0.207 and expire on 10
September 2026. The New Employee Share Option Plan was established after that listing and its options were granted in four
tranches between November 2022 and March 2024, at exercise prices between NZ$0.130 and NZ$0.377, expiring between
November 2027 and March 2030. The 2024 Employee Share Option Plan comprises two tranches: options granted on 20
December 2024, exercisable at NZ$0.149 and expiring on 20 December 2029, of which 14,750,000 remained on issue at 30 June
2026; and 1,200,000 options granted during the year ended 30 June 2026, exercisable at NZ$0.114. Options outstanding under
each arrangement, and their weighted average exercise prices, weighted average remaining contractual lives and range of
exercise prices, are set out in the tables above.
INVESTOR OPTIONS
Free-attaching options were issued to participants in the March 2025 placement, one for every two new shares subscribed,
exercisable at NZ$0.097 or NZ$0.099 and expiring on 10 September 2026. A total of 3,571,428 investor options were granted,
none was exercised, forfeited, lapsed or expired during the year, and all 3,571,428 remained unexercised at 30 June 2026.
MEASUREMENT
The cost of equity-settled share-based payments is measured at the fair value of the instrument at grant date, determined using
a Black-Scholes model or, where the award carries a market condition, a Monte Carlo simulation. The models take into account
the exercise price and any price cap, the term of the instrument, the share price at grant date, the expected volatility of the
underlying share, the expected dividend yield, the risk-free interest rate for the term, and — for a Monte Carlo valuation — the
correlations and volatilities of the Company and a group of peer companies. Valuations are adjusted to reflect the likelihood of
non-market vesting conditions being met.
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FINANCIAL STATEMENTS · 43ANNUAL REPORT · 64 | FINANCIAL STATEMENTS · 43
MODEL INPUTS
The inputs to the grant-date valuations of the arrangements in place during the year were as follows. Exercise prices and fair
values are stated in Australian dollars, the currency in which the options were granted; the New Zealand dollar exercise prices
are shown in the tables above.
EMPLOYEE SHARE OPTION PLAN — GRANTED 10 SEPTEMBER 2021
an exercise price of A$0.20 per option, exercisable for 60 months from the grant date;
expected volatility of 80%, based on the historical volatility of a group of peer companies;
a risk-free interest rate of 0.4%, being the yield on a ten-year Commonwealth Government bond at around the grant date; and
a fair value at grant date of approximately A$0.126 per option for options subject to service conditions and to certain
performance hurdles, and A$0.102 per option for the other options subject to performance hurdles.
NEW EMPLOYEE SHARE OPTION PLAN — FOUR TRANCHES, 2022 TO 2024
Options were granted on 30 November 2022, 7 March 2023, 28 July 2023 and 21 March 2024.
exercise prices of A$0.35 (November 2022), A$0.20 (March and July 2023) and A$0.12 (March 2024) per option; the
November 2022 tranche is exercisable for five years from its grant date and the 2023 and 2024 tranches for six years, and
the options were valued over those terms;
share prices at grant of A$0.076 (March 2023), A$0.068 (July 2023) and A$0.063 (March 2024);
expected volatility of 80%, based on the historical volatility of a group of peer companies, as for the earlier grants, and no
dividends;
risk-free interest rates of 3.40% (March 2023), 3.84% (July 2023) and 4.15% (March 2024), being the yield on a ten-year
Commonwealth Government bond at around each grant date; the November 2022 tranche was valued at the ten-year bond
yield at its grant date;
the Black-Scholes model for options with service or revenue conditions, and a barrier model for options with a share-price
condition, tested against a share price rising by 25% a year over five years; and
fair values at grant date of approximately A$0.039 per option for the November 2022 tranche, A$0.041 for the March 2023
tranche, A$0.036 for the July 2023 tranche, and A$0.038 for the March 2024 tranche (A$0.035 for the options in that tranche
with the share-price condition).
2024 EMPLOYEE SHARE OPTION PLAN — GRANTED 20 DECEMBER 2024
an exercise price of A$0.135 per option, exercisable for 60 months from the grant date;
expected volatility of 61%, based on the historical volatility of trading in the Company’s shares on the ASX in the twelve
months to the grant date;
a risk-free interest rate of 4.35%, being the yield on a ten-year Commonwealth Government bond at around the grant date;
and
a fair value at grant date of approximately A$0.035 per option.
INVESTOR OPTIONS — ISSUED 11 MARCH 2025
an exercise price of A$0.09 per option, vesting immediately on issue and exercisable until 10 September 2026,
approximately eighteen months from issue;
expected volatility of 70%, based on the historical volatility of trading in the Company’s shares on the ASX;
a risk-free interest rate of 4.42%, being the yield on a ten-year Commonwealth Government bond at around the issue date;
and
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FINANCIAL STATEMENTS · 44ANNUAL REPORT · 65 | FINANCIAL STATEMENTS · 44
a fair value at issue of approximately A$0.035 per option, of which A$49,500 in total was allocated to the options reserve
from the placement proceeds on a relative fair value basis (note 22).
OPTIONS GRANTED DURING THE YEAR
1,200,000 options were granted under the 2024 Employee Share Option Plan during the year ended 30 June 2026, exercisable at
NZ$0.114 per option. No options were granted under the Employee Share Option Plan or the New Employee Share Option Plan
during the year, no options under any plan were exercised, and none expired. The other changes shown in the tables above are
options that lapsed on cessation of employment: 100,000 options under the 2024 Employee Share Option Plan lapsed unvested
during the year, and the balance lapsed on cessations that occurred before the beginning of the year. The expense recognised in
respect of the other plans is the continuing recognition of grants made in earlier periods over their remaining vesting periods.
COMPARATIVE PERIOD
In the year ended 30 June 2025 no options were granted or exercised under the Employee Share Option Plan or the New
Employee Share Option Plan. Options on issue under the Employee Share Option Plan moved from 10,371,807 to 7,408,434 and
those under the New Employee Share Option Plan from 8,637,791 to 7,643,895, in each case through other changes of 2,963,373
and 993,896 respectively. The 2024 Employee Share Option Plan and the investor options were both established during that year,
and 14,900,000 and 3,571,428 options respectively were on issue and unexercised at 30 June 2025.
OPTIONS EXERCISABLE AT THE END OF THE YEAR
Of the 34,223,758 options on issue at 30 June 2026, 14,870,800 were vested and exercisable and 19,352,958 were not yet
exercisable. The Employee Share Option Plan options and the investor options are exercisable in full.
EXPENSE RECOGNISED
The total expense arising from share-based payment transactions recognised during the year was NZ$218,320 (A$188,337)
(2025: NZ$191,299; A$174,447), all of it in respect of equity-settled arrangements with employees and included within employee
benefits expense in note 7.
Note 24 — Interests in subsidiaries
SUBSIDIARYCOUNTRY OF
INCORPORATION
% HELD JUN 2026% HELD JUN
2025
Zoom2u Pty LimitedAustralia100%100%
Locate2u Pty LimitedAustralia100%100%
2u Enterprises Pty LimitedAustralia100%100%
Locate IP Pty LimitedAustralia100%100%
Locate2u USA IncUnited States100%100%
Locate2u UK LtdUnited Kingdom100%100%
Locate2u Pte LtdSingaporederegistered100%
Talcasoft Australia Pty LtdAustralia100%100%
Drivers2u Pty LtdAustralia100%100%
Locate Technologies Pty LtdAustralia100%n/a
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 45ANNUAL REPORT · 66 | FINANCIAL STATEMENTS · 45
Note 25 — Related parties (KMP remuneration)
JUN 2026 NZ$JUN 2025 NZ$
Short-term employee benefits725,360685,375
Long-term benefits5,1438,128
Post-employment benefits30,60327,744
Share-based payments103,63985,371
Total864,745806,618
RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
KEY MANAGEMENT PERSONNEL
Key management personnel are the Directors of the Company and those executives having authority and responsibility for
planning, directing and controlling the activities of the Group. Their aggregate compensation for the year is set out in the table
above.
That total is prepared on a different basis from the directors’ remuneration disclosed in the Directors’ disclosures section of the
annual report, which is required by section 211(1)(f) of the Companies Act 1993 to cover the total remuneration and other
benefits received by each director and former director from the Company during the accounting period. The Directors’
disclosures figure is the wider of the two.
RELATED PARTIES
The Group’s main related parties are as follows:
Key management personnel — their compensation for the year is set out in the table above.
Subsidiaries — refer to note 24. Transactions and balances between Group companies are eliminated on consolidation and
are not disclosed as related party transactions.
Other related parties include close family members of key management personnel and entities that are controlled or
significantly influenced by those key management personnel or their close family members.
Other than the above, there were no related party transactions during the years ended 30 June 2026 and 30 June 2025.
Note 26 — Commitments and contingencies
CAPITAL COMMITMENTS
The Group had no contractual commitments to purchase property, plant and equipment at 30 June 2026 (2025: nil).
OTHER COMMITMENTS
The Group had no other material commitments as at 30 June 2026 (2025: nil).
CONTINGENT LIABILITIES AND CONTINGENT ASSETS
In the opinion of the Directors, the Group had no contingent liabilities or contingent assets as at 30 June 2026 (2025: nil).
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 46ANNUAL REPORT · 67 | FINANCIAL STATEMENTS · 46
Note 27 — Events after the reporting date
SHARES ISSUED UNDER THE AT-THE-MARKET FACILITY
On 15 July 2026 the Company issued 1,133,212 fully paid ordinary shares at NZ$0.08 per share under its At-the-Market facility
with Novus Capital Limited, raising NZ$90,657 before costs. A subscription fee of NZ$4,533 and NZX listing fees of NZ$1,728
were charged against issued capital, and the Company received NZ$86,089 in cash. No further shares have been issued under
the facility, and no ordinary shares have been acquired under the on-market buyback programme described in note 21, since the
reporting date.
SHARE OPTIONS
On 10 September 2026, 7,408,434 pre-IPO employee options and 3,571,428 investor options expired unexercised. On 29
September 2026 the Board resolved, in respect of two former option holders who have left the Group, that 2,600,000 options
subject to performance hurdles lapse, and that their remaining service-based options vest early. No other options over ordinary
shares have been granted, exercised, cancelled or lapsed since the reporting date.
BITCOIN
The Group has neither acquired nor disposed of Bitcoin since the reporting date and continues to hold the 12.3 Bitcoin disclosed
in note 17.
THE PURE FACILITY
The Pure facility remains outstanding on the terms set out in note 14, and no binding refinancing agreement had been entered
into at the date of these financial statements. The Directors’ assessment of going concern, and the material uncertainty arising
from the requirement to refinance or restructure the facility before it terminates on 7 November 2026, are set out in note 3.
Other than the matters set out above, no matters or circumstances have arisen since the end of the financial year which have
significantly affected, or could significantly affect, the operations of the Group, the results of those operations, or the state of
affairs of the Group in future financial years.
Note 28 — Remuneration of auditors
JUN 2026 NZ$JUN 2025 NZ$
REMUNERATION OF THE AUDITOR GRANT THORNTON NEW ZEALAND AUDIT LIMITED, FOR:
auditing the financial statements96,500—
other services——
Total96,500—
REMUNERATION OF THE AUDITOR WALKER WAYLAND NSW, FOR:
auditing and reviewing the financial statements—76,762
other services——
Total—76,762
LOCATE TECHNOLOGIES · ANNUAL FINANCIAL STATEMENTS 2026
FINANCIAL STATEMENTS · 47ANNUAL REPORT · 68 | FINANCIAL STATEMENTS · 47
GOVERNANCE · NZX CORPORATE GOVERNANCE CODE
CORPORATE GOVERNANCE
STATEMENT
The Board of Locate Technologies Limited is responsible
for the direction and oversight of the Group, and regards
sound corporate governance as central to sustainable
performance and to the confidence of shareholders. High
standards of integrity and conduct are expected of all
Directors, officers and employees.
FY26 was the Companyʼs first financial year as an issuer
quoted on the NZX Main Board, following the redomicile
to New Zealand, the reorganisation of the Group under a
New Zealand parent company and quotation on 3
December 2025. During the year the Board adopted a
governance framework with reference to the NZX
Corporate Governance Code (version 1.8, 31 March
2026), and this statement reports against each of the
Codeʼs eight principles.
This statement discloses the extent to which the
Company followed the recommendations of the Code
during the year ended 30 June 2026, identifies the
recommendations that were not followed and explains the
alternative practices adopted in their place. The
Companyʼs Constitution, the Board Charter, the
committee charters and the Companyʼs key governance
policies are available in the corporate governance section
of the Companyʼs website.
This statement is current as at 29 September 2026 and
was approved by the Board of Locate Technologies
Limited on 29 September 2026.
The recommendations of the Code that the Company did
not follow during FY26, and the alternative practices
adopted in their place, are described in the relevant
Principle sections of this statement. They are
Recommendation 2.5 (diversity objectives),
Recommendation 3.1 (audit committee composition),
Recommendations 3.3 and 3.4 (combined remuneration
and nomination functions), Recommendation 4.4 (ESG
reporting framework) and Recommendation 7.3 (internal
audit function).
GOVERNANCE DOCUMENTS
Available in the corporate governance
section of the Companyʼs website at
locatetech.nz/corporate-governance.
DOCUMENTTYPE
Board CharterCharter
Audit and Risk Committee CharterCharter
Remuneration and Nomination
Committee Charter
Charter
Code of EthicsPolicy
Continuous Disclosure and
Communication Policy
Policy
Securities Trading PolicyPolicy
Whistleblower PolicyPolicy
Diversity PolicyPolicy
Risk Management PolicyPolicy
Directors and Senior Managers
Remuneration Policy
Policy
Treasury Management PolicyPolicy
Takeover Preparedness ManualManual
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 69
GOVERNANCE · PRINCIPLE 1
ETHICAL STANDARDS
“Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.”
CODE OF ETHICS
The Board maintains a Code of Ethics setting out the
standards of conduct expected of Directors and
employees across the Group. It addresses honesty
and personal integrity, the declaration and
management of conflicts of interest, the proper
receipt and use of Company information and assets,
the giving and receiving of gifts and other benefits,
and the procedure for reporting a suspected breach.
Directors and employees receive a copy on
appointment. The Code is reviewed by the Board
annually and is available on the Companyʼs website.
CONFLICTS OF INTEREST
The Company maintains a Directorsʼ Standing
Interests Register. Declarations of interest are a
standing item at every Board meeting, the register is
circulated to Directors ahead of each meeting, and
Directors are required to notify the Company of any
change as it arises. Where a Director has an interest in
a matter before the Board, the Board manages that
interest in accordance with the Companies Act 1993
and the Board Charter.
TRADING IN THE COMPANYʼS
FINANCIAL PRODUCTS
The Company has a Securities Trading Policy which
applies to Directors, employees and other Designated
Persons. It prohibits dealing in the Companyʼs quoted
financial products while in possession of material
information that is not generally available, restricts
dealing to defined Permitted Periods, and requires
Designated Persons to obtain written clearance before
trading. The opening of each trading window following
a results release is approved by the Board. The policy
operates alongside the insider conduct prohibitions in
Part 5 of the Financial Markets Conduct Act 2013 and
the Companyʼs obligations under the NZX Listing
Rules, and is available on the Companyʼs website.
REPORTING CONCERNS
The Company has a Whistleblower Policy which
provides a framework for any person to report a
breach or suspected breach of the law, of regulation,
of Company policy or of other serious wrongdoing.
The policy sets out the channels available for raising a
concern, provides for reports to be made
anonymously, and sets out the protections afforded to
a person who makes a report in good faith. It is
available on the Companyʼs website.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 70
GOVERNANCE · PRINCIPLE 2
BOARD COMPOSITION AND
PERFORMANCE
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and
perspectives.”
ROLE OF THE BOARD
The Board operates under a written Board Charter which sets out its role and responsibilities and distinguishes
those responsibilities from the matters delegated to management. The Board is responsible for the Groupʼs
strategic direction, for approving the budget and major commitments, for overseeing risk management and
financial reporting, and for the appointment and performance of the CEO. Day-to-day management is delegated to
the CEO under a formal delegated authority framework, with sub-delegations to the management team within
specified financial and non-financial limits. The Board Charter is reviewed annually and is available on the
Companyʼs website.
COMPOSITION
The Board comprised five Directors at balance date. Michael Gayst ceased to hold office as a Director on 31
March 2026.
DIRECTORROLEAPPOINTEDSTATUS
Drew KeltonNon-Executive Chair11 September 2025Independent
Stephen OrensteinFounder and CEO11 September 2025Executive
Michael RosenbaumNon-Executive Director11 September 2025Independent
Brett OʼRileyNon-Executive Director11 September 2025Independent
Janine GraingerNon-Executive Director29 September 2025Independent
NOMINATION, APPOINTMENT AND RE-ELECTION
The Remuneration and Nomination Committee identifies and recommends candidates for appointment to the Board,
having regard to the balance of skills, experience and independence the Board requires and to the composition
requirements of the Constitution and the NZX Listing Rules. Reference checks are undertaken on candidates, and key
information about each candidate is provided to shareholders ahead of any election. Each Director enters into a written
agreement setting out the terms of their appointment.
Directors retire and stand for re-election in accordance with the Constitution and Listing Rule 2.7.1. Janine Grainger,
having been appointed by the Board, will retire and stand for election at the 2026 annual meeting. Drew Kelton and
Brett OʼRiley will also retire and stand for re-election at that meeting, which the Board has adopted as a matter of good
governance practice rather than because it is required.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 71
GOVERNANCE · PRINCIPLE 2 CONTINUED
BOARD COMPOSITION AND
PERFORMANCE continued
INDEPENDENCE
The Board has determined that Drew Kelton, Michael Rosenbaum, Brett OʼRiley and Janine Grainger were
Independent Directors as at 30 June 2026. Four of the five Directors are therefore independent, and the Chair is
independent and is not the CEO.
Independence is assessed by the Board against the Disqualifying Relationship criteria in the NZX Listing Rules and
holistically against the factors set out in Table 2.4 of the Code, without regard to any arrangements put in place to
manage a conflict.
In making these determinations the Board considered each of the factors set out in Table 2.4 of the Code. None of
those factors applied to Drew Kelton, Michael Rosenbaum, Brett OʼRiley or Janine Grainger during the year: none
is, or has within the relevant period been, employed in an executive role by the Company or any subsidiary, or by
the external auditor; none derives a substantial portion of annual revenue from the Company; none holds a senior
role in a provider of material professional services to the Group; none has a material business or contractual
relationship with the Group other than as a Director; none is a substantial product holder of the Company, or a
senior manager of or otherwise associated with a substantial product holder; none has close family ties or personal
relationships with a person in any of those categories; and none has served on the Board for 12 years or more, that
test being applied on the same continuity basis as the predecessor presentation used in the financial statements,
so that service with the Australian Entity is counted. As no factor set out in Table 2.4 of the Code applied to any of
those Directors during the year, no disclosure is required under Listing Rule 3.8.1(f).
The Board is not aware of any other interest, position, association or relationship that could reasonably influence,
or be reasonably perceived to influence in a material way, their capacity to bring an independent view to decisions
in relation to the Company, to act in its best interests, or to represent the interests of shareholders generally.
Brett OʼRiley and Janine Grainger are ordinarily resident in New Zealand, satisfying the requirement in Listing Rule
2.1.1 for at least two Directors to be ordinarily resident in New Zealand.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 72
GOVERNANCE · PRINCIPLE 2 CONTINUED
BOARD COMPOSITION AND
PERFORMANCE continued
BOARD PERFORMANCE
The Board completed an evaluation of its own
performance and that of its committees and individual
Directors in September 2026 (FY27), being the first
such evaluation following the Companyʼs quotation on
the NZX Main Board. The Board intends to carry out an
evaluation annually.
DIRECTOR DEVELOPMENT
Directors are encouraged to undertake training
appropriate to their duties, and management provides
regular briefings on relevant industry, technology and
regulatory developments. Directors have access to the
Companyʼs senior management, and the Board and its
committees may seek independent professional advice at
the Companyʼs expense where they consider it necessary
to discharge their responsibilities.
DIVERSITY
The Company is committed to a workplace that is inclusive
and free from discrimination, and to selection,
development and advancement on merit. The Group
employs people across New Zealand, Australia, the
Philippines, India, South Africa and France and regards
the range of backgrounds and perspectives that brings as
a strength.
The Company has a Diversity Policy, which is available on
the Companyʼs website. It promotes equal opportunity,
recognises the need to appoint the most qualified
individuals while working to create a culture of equity and
safety, and is supported by the Whistleblower Policy. The
gender composition of Directors and Officers at balance
date, with prior year comparatives, is set out in the
Directorsʼ disclosures section of this report (page 84).
The Company did not follow Recommendation 2.5 of the Code in full during FY26. The Board did not set measurable
objectives for achieving diversity for the financial year, and accordingly did not assess or report progress against objectives
set for that year. This applied for the whole of the financial year.
The Boardʼs reasons are that FY26 was a year of transition in which the Group completed its redomicile to New Zealand,
reorganised under a New Zealand parent company, listed on the NZX Main Board and refreshed the composition of the
Board. The Board considered that objectives set under the Companyʼs former listing framework should be reset rather than
carried across without review, and that exercise was not completed within the financial year.
In place of measurable objectives, the Board monitored the composition of the Board, of Officers and of the workforce, and
received reporting from management on recruitment and remuneration practices. The Board has approved this alternative
approach as an interim measure, and will set measurable objectives for FY27 and report progress against them in the FY27
annual report.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 73
GOVERNANCE · PRINCIPLE 3
BOARD COMMITTEES
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining
board responsibility.”
The Board has established two standing committees, each operating under a written charter available on
the Companyʼs website. The Board retains ultimate responsibility for the matters delegated to them, and
all Directors receive committee papers and minutes.
Audit and Risk CommitteeJANINE GRAINGER, CHAIR
Oversight of the integrity of financial reporting, the appointment, independence and performance of the
external auditor, the Groupʼs risk management framework and risk register, and compliance and internal
control activities. Reviews and recommends the half year and full year financial statements to the Board.
Members: Janine Grainger (Chair), Drew Kelton, Michael Rosenbaum, Brett OʼRiley, Stephen Orenstein
Remuneration and Nomination CommitteeBRETT OʼRILEY, CHAIR
Recommending the framework and quantum of Director remuneration to the Board, reviewing the
remuneration of the CEO and senior management, overseeing incentive arrangements, and identifying and
recommending candidates for appointment to the Board.
Members: Brett OʼRiley (Chair), Drew Kelton, Michael Rosenbaum, Janine Grainger, Stephen Orenstein
Michael Rosenbaum chaired the Audit and Risk Committee until 3 November 2025, from which point Janine Grainger has
chaired the Committee.
AUDIT AND RISK COMMITTEE COMPOSITION
The Committee comprises only Directors, has more than three members, has a majority of Independent
Directors, and is chaired by an Independent Director who is not the Chair of the Board. The Committee meets
with the external auditor without management present.
Janine Grainger has a financial background for the purposes of Listing Rule 2.13.2. Janine co-founded Easy
Crypto and served as its Chief Executive Officer, with responsibility for the financial management and
reporting of a business serving more than 250,000 customers across three countries and transacting more
than NZ$4 billion. In that role she led the companyʼs Series A capital raise and its sale in 2025. Janine also
chairs the Committee.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 74
GOVERNANCE · PRINCIPLE 3 CONTINUED
BOARD COMMITTEES continued
The Company did not follow Recommendation 3.1 of the Code during FY26. The Audit and Risk Committee includes the
CEO, who is an Executive Director, rather than comprising only Non-Executive Directors. This applied for the whole of the
financial year.
The Boardʼs reasons are that the Group has five Directors, and the CEOʼs direct knowledge of the operating businesses
materially assists the Committee in examining financial reporting judgements and the Groupʼs risk register. The Committee
retains a clear majority of Independent Directors and an independent Chair, and the CEO does not participate in matters
concerning his own performance or remuneration.
In place of that recommendation, the Committee meets with the external auditor without management present, and any
Director may request that a matter be considered without executive attendance. The Board has approved this alternative
practice and reviews the committee structure annually.
The Company did not follow Recommendations 3.3 and 3.4 of the Code during FY26. The remuneration and nomination
functions are discharged by a single Remuneration and Nomination Committee rather than by separate committees. This
applied for the whole of the financial year.
The Boardʼs reasons are that the Group has five Directors and a small senior management team; the remuneration and
nomination agendas are closely connected at this stage of the Companyʼs development, since decisions about Board
composition and about executive remuneration draw on the same assessment of the skills the Group requires; and
separating the functions would spread four Non-Executive Directors across three committees without materially improving
the quality of oversight.
In place of two separate committees, the combined Committee operates under a written charter addressing both mandates,
retains a majority of Independent Directors and is chaired by an Independent Director, and brings nomination matters to the
full Board for decision. The Board has approved this alternative practice and reviews the committee structure annually.
CONTROL TRANSACTION PROTOCOLS
The Board has adopted a Takeover Preparedness Manual setting out the procedure to be followed in the event
of a control transaction, including the roles and responsibilities of the Board and management, the process
for responding to an approach, and the option of establishing an independent committee of the Board to
consider a proposal. The manual is available on the Companyʼs website.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 75
GOVERNANCE · PRINCIPLE 4
REPORTING AND DISCLOSURE
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance
of corporate disclosures.”
CONTINUOUS DISCLOSURE
The Company has a written Continuous Disclosure and
Communication Policy setting out how it meets its
obligations under NZX Listing Rule 3.1. It allocates
responsibility between Directors, officers and
employees, establishes the process for assessing
whether information is Material Information, provides for
the safeguarding of confidentiality so that information is
not disclosed prematurely, governs the handling of
analyst and investor enquiries, and sets out the steps
taken to avoid a false market in the Companyʼs quoted
financial products. The policy is available on the
Companyʼs website.
FINANCIAL REPORTING
The Board, through the Audit and Risk Committee, is
responsible for the integrity of the Groupʼs financial
reporting. The Committee reviews the half year and full
year financial statements and recommends them to the
Board for approval, and advises the Board whether the
financial statements comply with applicable law and
accounting standards. For the year ended 30 June 2026
the Directors believe proper accounting records have
been kept to enable the financial position of the Group
to be determined with reasonable accuracy and to allow
the financial statements to comply with the Financial
Markets Conduct Act 2013.
NON-FINANCIAL REPORTING
The Board recognises the importance of non-financial
disclosure, including environmental, social and
governance matters. The Companyʼs approach for
FY26 is set out in the Non-financial reporting section of
this report.
GOVERNANCE · PRINCIPLE 5
REMUNERATION
“The remuneration of directors and executives should be transparent, fair and reasonable.”
The Companyʼs approach to Director and executive remuneration is described in the Remuneration section of this
report, which sets out the remuneration governance framework, the Director remuneration policy and the pool
approved by shareholders, the framework applying to executive remuneration, and the components of the CEOʼs
remuneration for FY26. The Companyʼs Directors and Senior Managers Remuneration Policy is available on the
Companyʼs website.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 76
GOVERNANCE · PRINCIPLE 6
RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them.”
The Board has overall responsibility for the Groupʼs system of risk management and internal control, and the Audit
and Risk Committee provides more detailed oversight on its behalf. The Group operates under a Risk Management
Policy, available on the Companyʼs website, and maintains a risk register recording the risks that management and
the Board consider material, together with the controls in place, the residual exposure after those controls, the risk
owner and the further action proposed.
The Board has carried out a robust assessment of the principal risks facing the Group. Those risks, the Groupʼs risk
management framework and the mitigations in place are set out in the Principal risks section on page 22.
HEALTH AND SAFETY
The Groupʼs workforce is largely office-based and the Group does not operate warehousing or industrial
facilities, or a vehicle fleet beyond two company-owned vehicles. The Boardʼs assessment is that the
Groupʼs direct health and safety exposure is low.
Health and safety is a standing item on the Boardʼs agenda. During FY26 the Board considered the
scope of the Groupʼs health and safety obligations across the jurisdictions in which it operates, including
obligations owed to contractors engaged through the Groupʼs platforms, and directed management to
establish incident reporting and regular reporting to the Board. No serious harm incidents were reported
to the Board during the year.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 77
GOVERNANCE · PRINCIPLE 7
AUDITORS
“The board should ensure the quality and independence of the external audit process.”
Grant Thornton
New Zealand Audit
Limited
EXTERNAL AUDITOR, FY26
$96,500
AUDIT FEES, FY26
Nil
NON-AUDIT FEES, BOTH
YEARS
Grant Thornton New Zealand Audit Limited was appointed as external auditor of the Group during FY26,
succeeding Walker Wayland NSW following the redomicile and reorganisation of the Group.
The Audit and Risk Committee operates a framework governing the Groupʼs relationship with its external auditor.
The framework covers the maintenance of regular communication with the auditor, safeguards to ensure that the
auditorʼs ability to carry out the statutory audit is not impaired or perceived to be impaired, the categories of non-
audit service that may be provided, and the Committeeʼs approval of any non-audit engagement. The Committee
reviewed and approved the audit plan for the year, and met with the auditor without management present.
Audit fees for the year were $96,500 (FY25: $76,762, being the remuneration of the previous auditor). No fees for
services other than the audit were paid or payable to the auditor in either year. The external auditor will attend the
Companyʼs annual meeting and will be available to answer shareholder questions on the conduct of the audit and
the content of the auditorʼs report.
INTERNAL AUDIT
Given the size of the Group, the Company does not maintain a discrete internal audit function, and accordingly did
not follow Recommendation 7.3 of the Code during FY26.
In place of an internal audit function, a number of controls are embedded within the Groupʼs normal operations.
These include a delegated authority framework setting limits on expenditure and contracting, risk register
reporting to the Audit and Risk Committee, conflict of interest procedures, and an information security programme
under which the Group completed a SOC 2 Type II examination and periodic penetration testing during the year.
The Board has approved this approach as appropriate to the Groupʼs scale and reviews it annually.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 78
GOVERNANCE · PRINCIPLE 8
SHAREHOLDER RIGHTS AND RELATIONS
“The board should respect the rights of shareholders and foster constructive relationships with shareholders
that encourage them to engage with the issuer.”
The Company maintains a website at locatetech.nz
containing financial and operational information,
market announcements, and key governance
documents including the Board Charter,
the committee charters and the Companyʼs
governance policies.
The Company communicates with shareholders
through market announcements released via NZX, the
annual report, results announcements, voluntary
quarterly investor reporting, the annual meeting and
its website. Shareholders may elect to receive
communications electronically and may communicate
electronically with the Company and with the share
registry, MUFG Pension & Market Services.
Shareholders are encouraged to attend the annual
meeting and may raise matters for discussion. Voting
on resolutions at shareholder meetings is conducted
by poll, upholding the principle of one share, one vote,
and shareholders may vote by proxy. The notice of
annual meeting is made available on the Companyʼs
website and released through NZX at least 20 working
days before the meeting. The 2026 annual meeting
will be held on 23 November 2026.
The Companyʼs ordinary shares carry one vote per
share and rank equally in all respects. Shareholder
approval is sought for transactions requiring it
under the NZX Listing Rules and for decisions
that would materially change the nature of the
Companyʼs business.
ON-MARKET BUYBACK
The Company has an on-market buyback programme under which it acquires its own ordinary shares from
time to time, subject to maintaining adequate cash reserves, compliance with its debt covenants and the
requirements of the NZX Listing Rules and the Companies Act 1993. During FY26 the Company acquired
356,294 ordinary shares at a total cost of $15,465. The Board intends to continue acquiring shares under the
programme. All shares acquired under the programme are cancelled on acquisition, and no shares were held
as treasury stock at balance date.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 79
NON-FINANCIAL REPORTING
ENVIRONMENTAL
The Groupʼs most direct environmental contribution is made through its products rather than through its
own footprint.
Route optimisation reduces the distance travelled and
the fuel consumed in completing a given set of
deliveries, and live tracking and proof of delivery
reduce failed deliveries and the repeat journeys they
generate. Every route optimised through the Locate2u
platform represents avoided kilometres for the
business using it.
The Groupʼs own operations are software based and
its direct emissions are limited. The Zoom2u
marketplace connects customers with independent
courier drivers rather than operating a fleet, so the
emissions associated with those deliveries arise in the
operations of the businesses and contractors
performing them.
The Shred2u service supports secure and sustainable
document disposal, with shredded material recycled
through a third party for reuse as paper pulp.
The Group holds Bitcoin as a treasury asset under a
Board-approved Treasury Management Policy. The
policy does not permit mining activity, which is the
energy-intensive part of the Bitcoin network; the
Group holds Bitcoin only, which requires minimal
incremental energy to store securely. The Group
monitors developments in the digital asset sector and
aligns its treasury practice with its broader
environmental and governance principles.
The Company is not a climate reporting entity under
Part 7A of the Financial Markets Conduct Act 2013,
because it does not meet the market capitalisation
threshold for a listed issuer under that Part, and is not
required to prepare climate statements. The Board
monitors the development of reporting standards in
this area and will report further if the Company
becomes subject to them.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026NON-FINANCIAL REPORTING · 80
NON-FINANCIAL REPORTING
SOCIAL AND GOVERNANCE
SOCIAL
The Group has a distributed workforce across New
Zealand, Australia, the Philippines, India, South Africa
and France, working in a way that supports both
autonomy and accountability. The Board receives
reporting from management on the Groupʼs people, and
the Remuneration and Nomination Committee oversees
remuneration practice across the Group. The Company
is committed to equal opportunity and to selection,
development and advancement on merit.
In September 2026 (FY27) the Company ran an
employee engagement survey, which recorded an
employee net promoter score of 43.
Below is total headcount as at 30 June 2026, with a
breakdown by location and gender.
HEADCOUNT AT 30 JUNE 2026
20262025
LOCATIONMFTOTALMFTOTAL
Philippines191231251742
Australia1231512416
New Zealand112–––
India2–22–2
South Africa2–2538
France1–1–––
Total371653442468
The Groupʼs platforms also support the businesses and
independent operators that use them, and the driver
onboarding and compliance capability built into the
Locate2u platform is designed to make that work better
administered and better documented for the businesses
that rely on it.
GOVERNANCE
The Groupʼs governance framework, policies and
practices are set out in the Corporate governance
statement in this report. Information security and data
privacy are treated as governance matters as well as
operational ones, given the volume of customer, driver
and delivery data the Groupʼs platforms hold. The Group
completed a SOC 2 Type II examination during FY26 and
carries out periodic penetration testing, and information
security is reported to the Audit and Risk Committee.
The Board has not adopted a formal environmental,
social and governance reporting framework and
accordingly did not follow Recommendation 4.4 of the
Code in full during FY26. The Board considers that
reporting of the kind set out in this section is
proportionate to the Groupʼs size and stage, and will
keep the position under review as the Group grows.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026NON-FINANCIAL REPORTING · 81
GOVERNANCE · BOARD CAPABILITY
BOARD SKILLS MATRIX
The Board conducts an annual review of its collective skills. The review tests whether the Board holds the capability
needed to oversee the Groupʼs strategy and operations, and is also used to assess the suitability of candidates for
appointment to the Board.
The table below records the number of Directors who assessed their own capability in each area as deep, working,
aware or limited. The skills reviewed have been updated from the prior year to separate technology strategy from
artificial intelligence and from cybersecurity, and to add digital assets and treasury strategy, reflecting the Groupʼs
current operations.
SKILLDEEPWORKINGAWARELIMITED
Senior executive leadership5–––
Listed company directorship and NZX governance–5––
Financial reporting, audit and internal control–5––
Capital management, debt financing and capital raising5–––
Legal, regulatory and compliance, including intellectual property14––
Strategy development and execution5–––
Technology strategy and product development41––
Artificial intelligence and data41––
Cybersecurity and data privacy32––
Digital assets and treasury strategy23––
Enterprise sales and key account management41––
Marketplaces, mobile applications and digital media5–––
Logistics and transport23––
Brand and marketing32––
People, culture and remuneration41––
Health, safety and sustainability14––
Figures are the number of Directors at each level, out of five. The Board is reported in aggregate and individual Directors are not identified
against individual skills.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 82
GOVERNANCE · PRINCIPLE 5
REMUNERATION FRAMEWORK
REMUNERATION GOVERNANCE
The Remuneration and Nomination Committee
recommends the framework and quantum of Director
remuneration to the Board, reviews the remuneration of
the CEO and senior management, and oversees the
Groupʼs incentive arrangements. The Committee is
chaired by an Independent Director and has a majority
of Independent Directors. Members of management
attend Committee meetings by invitation, and no
Director participates in the consideration of their own
remuneration. The Companyʼs Directors and Senior
Managers Remuneration Policy is available on the
Companyʼs website.
DIRECTOR REMUNERATION
Non-Executive Director remuneration is set at a level
intended to attract and retain Directors with the skills
and experience the Group requires, having regard to the
responsibilities of the role, the scale and stage of the
Company and market practice among comparable NZX-
listed issuers. Non-Executive Directors receive fees in
their capacity as Directors and do not participate in the
Companyʼs short-term incentive arrangements.
The total pool of Directorsʼ fees approved by
shareholders is NZ$660,000 per annum, approved by
the then sole shareholder of the Company prior to
quotation and disclosed in the Product Disclosure
Statement dated 3 November 2025. Of that pool,
NZ$278,896 (including statutory superannuation) was
paid to Non-Executive Directors in FY26. Fees are set by
role and no additional fees are payable for chairing or
serving on a Board committee.
OPTIONS HELD BY NON-EXECUTIVE DIRECTORS
Drew Kelton holds 2,130,647 options, and Michael
Rosenbaum holds 1,065,324 options. These were
granted in September 2021 and December 2024 under
the employee option plans of the Australian Entity, the
December 2024 grants having been approved by
shareholders of the Australian Entity at its November
2024 Annual General Meeting. Those options were
exchanged one for one, on identical terms, for options in
the Company under the scheme of arrangement
implemented on 16 December 2025.
The December 2024 options were granted for nil
consideration, are exercisable at NZ$0.149 and expire
on 20 December 2029, vesting half on continued
service and half on Board-approved revenue hurdles. No
options were granted to any Director during the year
ended 30 June 2026. The Board considers an equity
component appropriate as it aligns Directorsʼ interests
with those of other shareholders.
EXECUTIVE REMUNERATION
Executive remuneration comprises fixed remuneration
and, where applicable, long-term incentives delivered in
share options under the Companyʼs employee share
option plan. Fixed remuneration is set having regard to
the scale and complexity of the role and is reviewed
annually by the Committee. Adjustments are not
automatic and are based on performance.
Options granted under the employee share option plan
vest subject to service conditions and, in the case of
certain grants, to a share price performance condition
measured by reference to volume weighted average
price on specified anniversary dates. Vesting outcomes
are approved by the Board on the recommendation of
the Committee.
No short-term incentive was paid or accrued to the CEO
in FY26. The components of the CEOʼs remuneration for
the year are set out in the Directorsʼ disclosures section
that follows.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 83
GOVERNANCE · RULE 3.7.1(D) AND COMPANIES ACT 1993
DIRECTORS' DISCLOSURES
DIRECTORS' RELEVANT INTERESTS AT 30 JUNE
2026
DIRECTORORDINARY SHARESOPTIONS
Drew Kelton833,5322,130,647
Michael Rosenbaum1,298,3741,065,324
Stephen Orenstein49,325,2833,714,286
Brett O'Riley200,000–
Janine Grainger500,000–
Includes Quoted Financial Products and Financial Products that may
Convert to Quoted Financial Products in which each Director has a
Relevant Interest at balance date (Rule 3.7.1(d)).
MEETINGS OF DIRECTORS · FY26
DIRECTORBOARD
AUDIT &
RISK
REM &
NOM
Drew Kelton6 / 63 / 32 / 2
Michael Rosenbaum6 / 63 / 32 / 2
Stephen Orenstein6 / 63 / 32 / 2
Brett O'Riley3 / 32 / 21 / 1
Janine Grainger3 / 32 / 21 / 1
Michael Gayst (to 31 Mar
2026)
6 / 6––
Attended / eligible to attend. Eligible represents meetings held while
the Director held office or was a committee member, and includes
meetings of the board of the Australian Entity prior to 16 December
2025 for Directors who held office on that board.
REMUNERATION
Chair: Drew Kelton$104,989
Non-Executive Director: Michael Rosenbaum$75,961
Non-Executive Director: Brett O'Riley*$53,166
Non-Executive Director: Janine Grainger*$44,780
Stephen Orenstein, CEO: total remuneration$323,965
Michael Gayst, CFO: total remuneration (ceased
as a director 31 Mar 2026)
$268,729
Directors' fees include statutory superannuation. Directors do not
receive additional fees for chairing or membership of Board
committees. Non-Executive Directors do not participate in the
Company's STI.
* Not all Directors held office for the full 12 month period, so the
amounts shown for those Directors are lower.
OTHER STATUTORY DISCLOSURES
AuditorGrant Thornton New Zealand Audit Limited
Audit fees paid or payable$96,500 (FY25: $76,762)
Fees for non-audit servicesNil (FY25: nil)
DonationsNil
Entries in the interests registerSee page 87
Grant Thornton New Zealand Audit Limited is the auditor for the year
ended 30 June 2026. The comparative is the remuneration of the
previous auditor, Walker Wayland NSW. No fees for services other
than the audit were paid or payable in either year.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 84
GOVERNANCE · RULE 3.7.1(D) AND COMPANIES ACT 1993
DIRECTORS' DISCLOSURES
continued
CEO REMUNERATION · NZX CODE
RECOMMENDATION 5.3
COMPONENTNZ$
Base salary255,024
Short-term incentives–
Long-term incentives33,195
Superannuation30,603
Other benefits5,143
Total323,965
Translated from A$ at the FY26 average rate of 1.1592. No short-term
incentive was paid or accrued in the year. The long-term incentive is
the NZ IFRS 2 expense recognised for the CEO's share options; it is a
value expensed, not cash received. The total is the CEO's line in the
Remuneration table.
EMPLOYEES REMUNERATED ABOVE NZ$100,000
BAND (NZ$)EMPLOYEES
100,000 – 109,9992
110,000 – 119,9992
130,000 – 139,9991
160,000 – 169,9991
180,000 – 189,9992
190,000 – 199,9991
210,000 – 219,9991
220,000 – 229,9991
230,000 – 239,9991
250,000 – 259,9991
Total13
Group basis, in NZ$ translated at the FY26 average rate of 1.1592.
Remuneration is the amount received during the year including
superannuation; it excludes directors and the value of share options.
Includes personnel providing their services personally on
employment-like terms through a contracting entity.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 85
GOVERNANCE · NZX LISTING RULE 3.8.1
DIRECTORS' DISCLOSURES
continued
GENDER COMPOSITION · RULE 3.8.1(C)
The gender composition of the Company's Directors and
Officers at balance date, with prior year comparatives.
AT BALANCE DATEFY26FY25
Directors: male44
Directors: female10
Directors: gender diverse00
Officers: male22
Officers: female33
Officers: gender diverse00
"Officer" as defined in Rule 3.8.1(c): a person concerned in the
management of the business who reports directly to the Board or to a
person reporting to the Board. The Company was incorporated on 11
September 2025 and had no Directors at 30 June 2025; the FY25
comparatives are those of the Australian Entity, consistent with the
predecessor basis of presentation used in the financial statements.
The FY26 Directors figures are the five Directors holding office at 30
June 2026; Michael Gayst ceased to hold office as a Director on 31
March 2026.
DIVERSITY POLICY EVALUATION ·
RULE 3.8.1(D)
The Company has a Diversity Policy, which is
available on the Company's website. The Board
did not set measurable objectives for achieving
diversity for the financial year, and accordingly
did not assess or report progress against
objectives set for that year; the Board's reasons
and the alternative approach adopted are set
out under Principle 2. In place of an evaluation
against measurable objectives, the Board
monitored the composition of the Board, of
Officers and of the workforce, and received
reporting from management on recruitment and
remuneration practices. The Board will set
measurable objectives for FY27 and report
progress against them in the FY27 annual
report.
APPOINTED DIRECTORS · RULE
3.8.1(G)
No Director has been appointed under a
provision of the Governing Document complying
with Rule 2.4.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 86
GOVERNANCE · COMPANIES ACT 1993 S140
DIRECTORS' GENERAL DISCLOSURES OF
INTEREST
The Company maintains an interests register in accordance with the Companies Act 1993. The following are
particulars of the general disclosures of interest made by Directors holding office as at 30 June 2026 under
section 140(2) of the Companies Act 1993. A Director is regarded as interested in any transaction between the
Company, or any of its subsidiaries, and the disclosed entity.
DIRECTOR / ENTITYRELATIONSHIP
Drew KeltonSkyecom Consulting Pty Ltd (Director and shareholder); Superloop Limited (non-executive
Director); SharonAI Holdings Inc, NASDAQ: SHAZ (Director)
Stephen OrensteinSMO Funds Pty Ltd, SMO SMSF Pty Ltd, SMO Money Tree Pty Ltd and Gemlode Pty Ltd
(Director and shareholder)
Michael RosenbaumMichael Rosenbaum Investments Pty Ltd and Super Monkeys Pty Ltd (Director and
shareholder); Spacer Technologies (Chief Executive Officer); Camplify Holdings Limited,
ASX: CHL (non-executive Director)
Brett OʼRileyOʼRiley Consulting Group (Managing Director); Environmental Protection Authority and
WorkSafe New Zealand (Board member); Nexttera and GSD Corporation (Executive Chair);
Ora Pharm and Taiyung Investments (Director)
Janine GraingerFinTechNZ (Executive Council member); Pam NZ Limited (Board Chair); EC Global Limited
(Director); Ministry of Awesome (Entrepreneur in Residence); Paoro Limited (Managing
Director); Que Bueno Limited
In addition to the interests set out above, the following were disclosed in the Company's interests register during
the year: the authorisation of Directors' remuneration; and the effecting of Directors' and Officers' liability
insurance. The Company has arranged Directors' and Officers' liability insurance covering Directors and Officers
against liabilities and costs incurred in that capacity, except to the extent prohibited by law.
SHARE DEALINGS BY DIRECTORS
During the year Drew Kelton acquired 300,000
ordinary shares, Michael Rosenbaum acquired
400,000 ordinary shares and Stephen Orenstein
acquired 765,000 ordinary shares. No Director
disposed of a relevant interest in the Company
during the year. Particulars of each acquisition
were entered in the interests register under
section 148(2) of the Companies Act 1993.
USE OF COMPANY INFORMATION
No disclosures were made in the Companyʼs
interests register under sections 145(2) or 145(3)
of the Companies Act 1993 during the year.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026GOVERNANCE · 87
NZX LISTING RULE 3.7.1(C), (E)
SHAREHOLDER INFORMATION
SUBSTANTIAL PRODUCT HOLDERS · FMC ACT
S293, AS AT 28 SEPTEMBER 2026
HOLDERSHARES%
Steve Orenstein and controlled
entities
49,325,28316.00
JM Future Holdings Pty Limited16,571,4295.37
CREDIT RATING · RULE 3.7.1(F)
The Company does not have a credit rating.
SPREAD OF SECURITY HOLDERS · RULE 3.7.1(E)
HOLDING RANGEHOLDERSSHARES%
1 – 1,000176124,9260.04
1,001 – 5,0006151,587,2370.51
5,001 – 10,0002381,891,8150.61
10,001 – 100,00046114,425,7204.68
Over 100,000146290,304,40194.15
Total1,636308,334,099100.00
Less than marketable parcels: 1,269 holders holding 7,327,905
ordinary shares (2.38% of issued ordinary shares), based on the last
closing price of $0.045 on 28 September 2026. Register as at 28
September 2026.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026SHAREHOLDER INFORMATION · 88
NZX LISTING RULE 3.7.1(C)
TOP 20 SHAREHOLDERS
AS AT 28 SEPTEMBER 2026
#HOLDER NAMEHOLDING% ISSUED CAPITAL
1Novus Capital Nominees Pty Limited44,939,94714.58
2SMO Funds Pty Ltd44,835,40714.54
3New Zealand Central Securities Depository Limited19,809,3126.42
4JM Future Holdings Pty Ltd <The Jono Future Fund>16,571,4295.37
5River Styx Investments Pty Ltd15,039,5394.88
6Keldoulis Investments Pty Ltd14,305,7144.64
7Paul V Orenstein & Associates Pty Ltd11,549,2803.75
8Sandhurst Trustees Ltd <Cyan C3G Fund>9,318,2913.02
9Appwam Pty Ltd8,254,8052.68
10Manhol Pty Ltd8,089,6422.62
11Run It Pty Ltd ATF Share It5,622,2551.82
12When Iʼm 65 Pty Ltd ATF Super It Superannuation Fund4,944,8161.60
13BNP Paribas Nominees Pty Ltd4,654,2541.51
14Anthony Klok & Kerry Ryan Klok3,800,0001.23
15Manhol Pty Ltd3,349,8151.09
16New Zealand Depository Nominee3,196,5421.04
17WCGM Hedge Pty Ltd2,857,1430.93
17Gregley Pty Ltd2,857,1430.93
19Elliot Alexandre Giles Heitman2,813,2320.91
20Mathew 19 Pty Limited2,771,7380.90
Top 20 total229,580,30474.46
Source: MUFG Pension & Market Services top holders report as at 28 September 2026. Holders sharing a rank hold an equal number of shares.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026SHAREHOLDER INFORMATION · 89
NZX LISTING RULES 3.6 – 3.8
NZX LISTING RULE
DISCLOSURES
WAIVERS · RULE 3.7.1(G)
No waivers were granted by NZX to the Company, and no waivers were relied upon by the Company, in the 12
months preceding 30 June 2026.
EXERCISE OF NZX POWERS · RULE 3.7.1(H)
NZX did not exercise any of its powers set out in Rule 9.9.3 in relation to the Company during the year.
CLIMATE STATEMENTS · RULE 3.7.1(B)(II)
The Company is not a climate-reporting entity under Part 7A of the Financial Markets Conduct Act 2013 and
is not required to prepare climate statements.
AUDITED FINANCIAL STATEMENTS · RULE 3.7.1(B)(I)
The annual report includes the audited financial statements and the associated audit report for the year
ended 30 June 2026. Audit status: audited.
PREPARATION AND DELIVERY · RULE 3.6
This annual report was approved by the Board for release on 29 September 2026 and released through MAP
on that date.
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026NZX DISCLOSURES · 90
CORPORATE DIRECTORY
DIRECTORY
FIELDDETAIL
Registered officeLevel 17, PwC Tower, 15 Customs Street West, Auckland, New
Zealand
Head officeLevel 17, PwC Tower, 15 Customs Street West, Auckland, New
Zealand
DirectorsDrew Kelton (Chair), Stephen Orenstein, Michael Rosenbaum, Brett
OʼRiley, Janine Grainger
AuditorGrant Thornton New Zealand Audit Limited
Share registryMUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs
Street West, Auckland 1010; PO Box 91976, Auckland 1142;
telephone +64 9 375 5998; email enquiries.nz@cm.mpms.mufg.com
Bitcoin custodianZodia Custody
Investor enquiriesinvestors@locatetech.nz
Websitelocatetech.nz
NZX tickerLOC
Company number9371162
ISINNZLOCE0001S9
LOCATE TECHNOLOGIES · ANNUAL REPORT 2026CORPORATE DIRECTORY · 91
AI-POWERED LOGISTICS. BITCOIN TREASURY.
NZX: LOC
LOCATE TECHNOLOGIES LIMITEDANNUAL REPORT · YEAR ENDED 30 JUNE 2026
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Locate Technologies Limited | NZX: LOC | Company number 9371162
RESULTS ANNOUNCEMENT
For the year ended 30 June 2026
Results for announcement to the market
Name of issuer Locate Technologies Limited
Reporting Period 12 months to 30 June 2026
Previous Reporting Period 12 months to 30 June 2025
Currency New Zealand Dollars
Amount (000s)
Percentage change
Revenue from continuing
operations
$7,087 +8%
Total Revenue $7,087 +8%
Net profit/(loss) from continuing
operations
($3,553) -78%
Total net profit/(loss) ($3,553) -78%
Interim/Final Dividend
Amount per Quoted Equity
Security
Nil
Imputed amount per Quoted
Equity Security
Nil
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period
Prior comparable period
Net tangible assets per Quoted
Equity Security
($0.0119) ($0.0065)
A brief explanation of any of the
figures above necessary to enable
the figures to be understood
Refer to audited financial statements.
Authority for this announcement
Name of person authorised to
make this announcement
Steve Orenstein (Chief Executive Officer)
Contact person for this
announcement
Steve Orenstein (Chief Executive Officer)
Contact phone number +61 438 513 888
Contact email address investors@locatetech.nz
Date of release through MAP 30 September 2026
Audited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.