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.

When was it filed?
29 September 2026
Where is the original?
NZX announcement
Locate Technologies Limited logo

Locate Technologies – Annual Report 2026

Annual Report29 September 2026LOCInformation Technology

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

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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

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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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FINANCIAL STATEMENTS · 13ANNUAL REPORT · 34 | 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.

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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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FINANCIAL STATEMENTS · 15ANNUAL REPORT · 36 | 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 · 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

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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

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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.

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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.

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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

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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).

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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

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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

---

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.