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TruScreen Annual Report and Section 209C Notice

Annual Report31 July 2018TRUIndustrials

31 July 2018
NZX Announcement


TRUSCREEN LIMITED: Annual Report and Section 209C Notice


TruScreen Limited (NZX: TRU) has released its Annual Report for the year ended 31 March 2018. This

can be viewed at http://truscreen.com/investor-centre/reports-presentations/.

Please find attached the following documents:

• Annual Report 2018

• Chairman’s Letter to Shareholders

• Section 209C notice


ENDS

For more information visit www.truscreen.com or contact:

Martin Dillon

TruScreen Chief Executive Officer

Email: martindillon@truscreen.com




About TruScreen:

TruScreen’s real time cervical cancer

technology utilises a digital wand which is

placed on the surface of the cervix to measure

electrical and optical signals from the

surrounding tissue. A sophisticated proprietary

algorithm framework distinguishes between

normal and abnormal (cancerous and

precancerous) tissue to identify precancerous

change, or cervical intraepithelial neoplasia

(CIN). A Single Use Sensor (SUS) is used for

each patient to protect against cross-infection.

---

31 July, 2018











Dear Shareholder


Truscreen Limited – 2018 Annual Report


The Annual Report for Truscreen Limited for the year ended 31 March 2018 is now available. You can view and

download the Annual Report from our website http://truscreen.com/investor-centre/reports-presentations/.


Due to a change in Financial Markets Conduct Regulations, the way we communicate with you about our Annual

and Interim Reports has changed. As a result of these new regulations, any previous instructions you have given

us in respect of sending printed copies of our Annual and Interim Reports will no longer apply.


Our future Annual and Interim Reports will be made available online at http://truscreen.com/investor-

centre/reports-presentations/. If you wish to receive, free of charge at any time, a printed copy of the current

Annual Report or any future Annual and Interim Reports, request your printed copy by visiting the Link Market

Services Investor Centre at https://investorcentre.linkmarketservices.co.nz and update your communication

preferences. You will require your CSN/Holder Number and Authorisation Code (FIN) to securely access your

holding information. Alternatively, please complete the section below and return this form to Link Market

Services.


If you do not currently receive your investor communications electronically, we would like to take this opportunity

to encourage you to elect to do so by providing your email address details online or by completing the section

below. Electronic communications are quick, cost effective and environmentally friendly.

I wish to receive all my shareholder communications electronically, including Annual and Interim Reports, at

the email address stated below:


___________________________________________________________________________________


I/We would like to receive a printed copy of the Annual and Interim Reports

Please mark this box with a “√” if you wish to receive a printed copy of the Annual & Interim Reports.

Please return this form to our share registry, Link Market Services by:

• Please insert this entire page in the return envelope supplied. If mailing from outside New Zealand please

affix the necessary postage.

• Fax to +64 9 375 5990

• Scanning and emailing it to operations@linkmarketservices.co.nz

(Please use “Truscreen Report” as the subject line for easy identification)

If you have any further questions please do not hesitate to contact our share registry on 09 375 5998 or email

enquiries@linkmarketservices.co.nz.


Yours sincerely,




Martin Dillon

CEO TruScreen Limited


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Holder Number: <CSN/Holder Number>

BARCODE

---

2018 ANNUAL REVIEW LETTER
Dear Shareholder

The 2018 financial year

was one of significant

progress for TruScreen

with the company reaching

a major turning point in its

commercial pathway by

year-end. The endeavours of

staff and advisers over many

years are now being realised,

with TruScreen on the cusp

of commercial realisation

and expecting to achieve

profitability in FY19.

Since our inception, we have been

focused on the development of our

proprietary opto-electrical cervical cancer

screening solution and establishing our

global commercial footprint. We have

tested and validated our technology;

negotiated distribution agreements which

cover more than 1 billion women in over

24 countries; and have been marketing

and building awareness of our product.

Most recently, we have invested in a new

manufacturing facility, which provides

us with more control over supply and

significantly reduces operating costs.

The Chinese market remains our primary

focus and receiving CFDA approval for

our TruScreen2 device at the end of 2017

allowed us to immediately commence

commercial activities. Demand in China

has grown exponentially and FY19 first

quarter sales have already exceeded total

sales for the entire year in FY18.

We have also identified other markets

which are of great interest, but in an

earlier commercialisation stage. In

particular, these include India and Latin

America, which have large screening

populations, limited laboratory

infrastructure and are looking for a

cervical screening solution.

We were privileged to welcome three

new and experienced Directors to the

Board since August 2017. Their expert

knowledge and skills will help guide our

company towards commercial success.

The outlook for our company is positive

and we are excited about the progress

we are making.

We would like to acknowledge and thank

our shareholders for their patience and

their loyalty, as well as our staff, advisers

and other supporters. Throughout this

process, we have remained true to our

vision to provide better cervical cancer

screening for women around the world

and, by doing so, improve the health and

wellbeing of women and help to save

thousands of lives.

OUR PRIORITIES

FOR FY19

• Achieve profitability

• Maximise device pull through

of Single Use Sensor (SUS)

in China

• Achieve inclusion in Government

programmes and sales in Mexico

and India

• Grow sales by at least 5x FY18

• Generate operational efficiencies,

particularly by bringing

manufacturing processes inhouse

• Move low tech manufacturing

offshore and reduce COGS

• Leverage volumes to reduce

SUS costs

Robert Hunter

Chairman

Martin Dillon

Chief Executive Officer

FY18 financial results
at a glance

• Sales increased 37% to $0.8m, mainly

in the second half following CFDA

approval for TruScreen2 in China

• Operating expenses increased as

expected to $6.3m, as the company

positioned itself for the forecast growth

in demand

• Net operating cashflow of $(3.7)m

expected to significantly improve

as sales increase

• Cash and cash equivalents

of $1.2m as at 31 March 2018

• TruScreen expects to achieve

profitability by the end of FY19.

Focus remains firmly

on the Chinese market

• Signed major new sub-distributor

in China to manage government

sales channels

• Commenced sales of TruScreen2

device in China in December 2017,

following CFDA approval

• Commenced 10,000 patient evaluation

trial with the Chinese Obstetrics and

Gynaecology Association

• Post period end, commenced a pilot

programme with the Women’s and

Children’s Healthcare Division of

the Centre for Disease Control in

China, with more than 12,000 women

expected to be involved

Building on our global

presence outside of China

• Established distribution networks

for several new territories

• Commenced a research collaboration

with the All India Institute of Medical

Science to validate TruScreen for the

screening of Indian women and to be

recommended to the Government of

India’s Ministry of Health and Family

Welfare for use in nationally funded

screening programs

• Commenced evaluation with Ministry

of Health in Mexico for inclusion in

the Mexican Government’s purchasing

catalogue of preferred medical devices

for public health

• Selected for use in Mexico’s famous

Health Train, bringing advanced medical

technologies to remote communities

• Commenced a pilot study in Papua

New Guinea to evaluate TruScreen

as a cervical cancer screening solution

in regional and remote locations

• Selected for evaluation by the

Zimbabwe Ministry of Health for use

as a government solution for cervical

cancer screening

• Approved for reimbursement by major

health insurer in Jordan, a global first

for TruScreen

Strong performance of

TruScreen in clinical

evaluation

Strengthened our business

• Completed successful $5 million

capital raising in May 2017

Refreshed the Board

with appointment

of expert directors

FY18 ACHIEVEMENTS

AND KEY EVENTS

Our 2018 Annual Report is now available for viewing on our website www.truscreen.com

C/- HLB Mann Judd Limited, Level 6, Equitable House, 57 Symonds Street, Grafton, Auckland

e: info@TruScreen.com t: +61 2 9262 4644 www.TruScreen.com

• Post period end: Confirmed installation

of TruScreen devices in 190 hospitals

in Xinjiang Province over the coming

months; and selected as the primary

screening solution for a chain of

high tech female health clinics to be

established in 50 municipal hospitals

in China.

• Recommended for inclusion in Russian

clinical guidelines.

• Established new manufacturing facility

in Australia, which was commissioned

post-period end in June 2018.

• Professor Ron Jones and Mr Chris

Lawrence appointed to the Board of

directors, replacing two long serving

directors. Marie Ficarra appointed to

the Board in June 2018, post period

end.

• Total revenue up 56% to $2.2m

• Net loss after tax of $(4.2)m

• Ongoing results from clinical

performance evaluation of TruScreen at

the Royal Hospital for Women in

Sydney indicate that TruScreen

will substantially boost screening

capabilities in developing countries.

---

2018 ANNUAL
REPORT

TruScreen Annual Report 2018
2

The 2018 financial year was one of

significant progress for TruScreen with

the company reaching a major turning

point in its commercial pathway by year-

end. The endeavours of staff and advisers

over many years are now being realised,

with TruScreen on the cusp of commercial

realisation, expecting to achieve

profitability in FY19.

We are delighted to bring you the 2018

Annual Report for the year to 31 March

2018, and to share with you our progress

and performance.

The Report can also be viewed

on our website www.truscreen.com

Robert Hunter

Chairman

Martin Dillon

Chief Executive Officer

3
TruScreen Annual Report 2018

CONTENTS

FY18 Review ______________________________________________________________________________________ 4

FY18 Financial Performance ___________________________________________________________ 5

Our Global Footprint ___________________________________________________________________________ 6

TruScreen’s Big Two _________________________________________________________________________ 8

Chairman and CEO’s Report ___________________________________________________________ 10

Saving Lives with Better Screening __________________________________________________ 14

The TruScreen Technology ____________________________________________________________ 15

TruScreen Directors ________________________________________________________________________ 16

TruScreen Leadership Team __________________________________________________________ 18

TruScreen Medical Advisory Board __________________________________________________ 19

Shareholder Information ________________________________________________________________ 20

Financial Statements and Auditor’s Report _________________________________ 21

Corporate Governance Statement _________________________________________________ 56

Statutory Information _____________________________________________________________________ 60

Corporate Directory ________________________________________________________________________ 63

UPCOMING DATES

Annual Shareholder Meeting _____________________________ 13 September 2018

End Financial Half Year _____________________________________ 30 September 2018

Interim Results Announcement _____________________________ December 2018

Interim Report Released ______________________________________________ January 2019

4
TruScreen Annual Report 2018

FY18 AT A GLANCE

THE ROAD TO COMMERCIALISATION

Research and

Development

• Development of first

and second generation

devices and algorithm

• Clinical validation

Distribution Partnership

• Identify and partner with

reputable distributors

which have existing

in-country networks and

contacts

TRUSCREEN’S CURRENT PHASE OF GROWTH

Mature Sales

• Continued expansion

of user base via device

sales and installation

• Ongoing, repeat sale

of Single Use Sensors

as usage per device

increases

Awareness and

Acceptance

Adoption and

Initial Sales

• Build awareness

and acceptance of

TruScreen

• Rollout of commercial

programme

• Adoption by Key

Opinion Leaders

• Clinical trials and

in-market validation

• Presentation at major

conferences and

congresses

• Initial sale of

TruScreen devices

• Low initial usage of

Single Use Sensors per

device

• Expand user base with

increased device sales

and installations, and

training of users

• Building usage as

Doctor and Patient

acceptance grows

Focus remains firmly

on the Chinese market

• Signed major new sub-distributor in China

to manage government sales channels

• Commenced sales of TruScreen2 device

in China in December 2017, following

CFDA approval

• Commenced 10,000 patient evaluation

trial with the Chinese Obstetrics and

Gynaecology Association

• Post period end, commenced a pilot

programme with the Women’s and

Children’s Healthcare Division of the

Centre for Disease Control in China,

with more than 12,000 women expected

to be involved

• Post-period end: Confirmed installation

of TruScreen devices in 190 hospitals in

Xinjiang Province over the coming months;

and selected as the primary screening

solution for a chain of high tech female

health clinics to be established in 50

municipal hospitals in China

Building on our global presence

outside of China

• Established distribution networks

for several new territories

• Commenced a research collaboration with

the All India Institute of Medical Science

to validate TruScreen for the screening of

Indian women and to be recommended to

the Government of India’s (GOI) Ministry

of Health and Family Welfare for use in

nationally funded screening programs

• Commenced evaluation with Ministry

of Health in Mexico for inclusion in

the Mexican Government’s purchasing

catalogue of preferred medical devices

for public health

• Selected for use in Mexico’s famous

Health Train, bringing advanced medical

technologies to remote communities

• Commenced a pilot study in Papua New

Guinea to evaluate TruScreen as a cervical

cancer screening solution in regional and

remote locations

• Selected for evaluation by the Zimbabwe

Ministry of Health for use as a government

solution for cervical cancer screening

• Approved for reimbursement by major

health insurer in Jordan, a global first

for TruScreen

• Recommended for inclusion in

Russian clinical guidelines

Strong performance of TruScreen

in clinical evaluation

• Ongoing results from clinical performance

evaluation of TruScreen at the Royal

Hospital for Women in Sydney indicate

that TruScreen will substantially

boost screening capabilities in

developing countries

Strengthened our business

• Completed successful $5 million

capital raising in May 2017

• Established new manufacturing facility

in Australia, which was commissioned

post-period end in June 2018

Refreshed the Board with

appointment of expert directors

• Professor Ron Jones and Mr Chris

Lawrence appointed to the Board of

Directors, replacing two long serving

directors. Marie Ficarra appointed to the

Board in June 2018, post period end

5
TruScreen Annual Report 2018

FINANCIAL RESULTS

For the FY18 financial

year, TruScreen reported

a 37% increase in sales

to $0.8 million, primarily

due to a strong second

half following receipt

of CFDA approval for

TruScreen2 in China,

in December 2017.

Total sales revenue for the year

was below expectations after

commercial performance was

hampered in the first half due to

ongoing product improvements

and validation, and delays in

gaining CFDA approval for the

TruScreen device in China.

However it is pleasing to now

be seeing a positive sales

trajectory.

All sales are to TruScreen’s

distribution partners, who are

then responsible for on-selling

the technology in their regions.

Commercial terms of trade are

in place with all distributors.

Over time, as more devices

enter the market, the company

expects to see an increasingly

large proportion of revenue

being generated from the sales

of the Single Use Sensors,

providing a sustainable annuity

income stream.

Other income including a

refundable tax offset, took total

revenue to $2.2 million for the

year, up 56% on FY17.

Total operating expenses

increased as expected, as the

company positions itself for

the forecast growth in demand,

with an increased investment

into inventory, human resources

and R&D related to technology

improvements, as well as

establishment of the new

manufacturing facility

in Sydney.

Net operating cash outflow for

the period was $(3.7) million.

This is expected to significantly

improve as sales increase and

TruScreen expects to reach

profitability by the end of FY19.

For the FY18 financial year, the

company reported a Net Loss

of $(4.2) million, compared to

$(3.5) million in the prior year.

As at 31 March 2018, TruScreen

had cash and cash equivalents

of $1.2 million (FY17: $3.7m).

As it has done previously, if

required, TruScreen will seek

shareholder support for its

growth strategy as it works

towards profitability.

NZ Dollars FY18 FY17 FY17 : FY18

Sales 804,062 585,388 37%

Other revenue 1,374,581810,202 70%

Total revenue 2,178,6431,395,590 56%

Operating expenses (6,347,435) (4,936,200) 29%

Net operating cashflow (3,729,191) (2,575,584) 45%

Net Loss (4,168,792) (3,540,610) 18%

Cash and cash equivalents 1,212,454 3,671,571 -67%

6
TruScreen Annual Report 2018

12%

OF CURRENT

TRUSCREEN

SALES

EARLY STAGES

OF MARKET

DEVELOPMENT

MEXICO

LATIN

AMERICA

OUR GLOBAL FOOTPRINT

Cervical cancer is the fourth most

common cancer in women worldwide

with over half a million new cases

diagnosed each year.

Our key markets are emerging and developing

countries where there is a lack of laboratory

infrastructure and expert technicians, and no large

scale cervical cancer screening programmes in

place. Over 85% of cervical cancer related deaths

occur in these less developed regions.

China has approximately 400 million women

of screening age and carries about 30% of

the world’s burden of cervical cancer. Latest

estimates indicate that about 107,000 new cases

are diagnosed in China each year, and that about

37,400 women die of the disease annually. India

and Latin America also have large populations

of women of screening age, limited healthcare

infrastructure and the desire for screening

programmes. While China remains our primary

market opportunity, Mexico and India offer

significant potential for our company.

We have distribution agreements in place covering

over 30 countries, which together have a screeing

population exceeding 1 billion women.

WOMEN OF SCREENING

AGE BY COUNTRY

AUSTRIA | 2,000,000 WOMEN | SIGNED 2017

BELGIUM | 3,000,000 WOMEN | SIGNED 2018

BOSNIA-HERZEGOVINA | 1,000,000 WOMEN | SIGNED 2017

CHINA | 401,000,000 WOMEN | SIGNED 2014

CROATIA | 1,000,000 WOMEN | SIGNED 2017

GERMANY | 22,000,000 WOMEN | SIGNED 2017

HONG KONG | 2,000,000 WOMEN | SIGNED 2016

INDIA | 302,000,000 WOMEN | SIGNED 2017

INDONESIA | 66,000,000 WOMEN | SIGNED 2018

IRAN | 22,000,000 WOMEN | SIGNED 2016

JORDAN | 2,000,000 WOMEN | SIGNED 2016

KAZAKHSTAN | 5,000,000 WOMEN | SIGNED 2017

KOSOVO | 500,000 WOMEN | SIGNED 2017

MEXICO | 31,000,000 WOMEN | SIGNED 2015

MONTENEGRO | 200,000 WOMEN | SIGNED 2017

NETHERLANDS | 4,000,000 WOMEN | SIGNED 2018

PAKISTAN | 42,000,000 WOMEN | SIGNED 2018

PAPUA NEW GUINEA | 1,000,000 WOMEN | SIGNED 2018

PHILLIPINES | 21,000,000 WOMEN | SIGNED 2014

POLAND | 11,000,000 WOMEN | SIGNED 2016

RUSSIA | 44,000,000 WOMEN | SIGNED 2015

SAUDI ARABIA | 6,000,000 WOMEN | SIGNED 2016

SERBIA | 2,000,000 WOMEN | SIGNED 2017

SLOVENIA | 1,000,000 WOMEN | SIGNED 2017

SOUTH AFRICA | 13,000,000 WOMEN | SIGNED 2018

SWITZERLAND | 2,000,000 WOMEN | SIGNED 2017

TURKEY | 20,000,000 WOMEN | SIGNED 2016

UAE | 1,000,000 WOMEN | SIGNED 2016

UKRAINE | 13,000,000 WOMEN | SIGNED 2016

VIETNAM | 26,000,000 WOMEN | SIGNED 2016

ZIMBABWE | 2,000,000 WOMEN | SIGNED 2018

7
TruScreen Annual Report 2018

71%

1%

4%

2%

7%

3%

OF CURRENT

TRUSCREEN

SALES

OF CURRENT

TRUSCREEN

SALES

OF CURRENT

TRUSCREEN

SALES

OF CURRENT

TRUSCREEN

SALES

OF CURRENT

TRUSCREEN SALES.

EARLY STAGES

OF CURRENT

TRUSCREEN

SALES

EARLY STAGES

OF MARKET

DEVELOPMENT

CHINA

INDIA,

PAKISTAN

PHILIPPINES,

VIETNAM

INDONESIA,

PAPUA NEW

GUINEA

ZIMBABWE,

SOUTH AFRICA

EUROPE

CENTRAL

ASIA

=

10 MILLION WOMEN


OF SCREENING AGE

8
TruScreen Annual Report 2018

TRUSCREEN’S BIG TWO

Regulatory ApprovalExempt from Medical Regulatory Approval. Customs Notice of Conformity obtained.

Distributor AppointedYes

Support from Key Medical Opinion LeadersYes

In Country Clinical Research Papers PublishedYes

Stage of CommercialisationStage 1. Early market preparation.

Evaluation by key medical research centres underway.

Main Sales Channels• Central Government Ministries of Health

• State Government Ministries of Health Major Private Hospital Groups

• Armed Forces

• Railways and other major public institutions

• Public Hospitals

Current Key Activities• All India Institute of Medical Science evaluation underway

• Armed Forces Medical Research Centre evaluation underway

• Commenced marketing in 4 States – Delhi NCR, Madhya Pradesh,

Haryana, Maharashtra

INDIA

TOTAL

POPULATION

1,282

MILLION

INCIDENCE OF

CERVICAL CANCER

123,000

PER YEAR

WOMEN OF

SCREENING AGE

302

MILLION

DEATHS FROM

CERVICAL CANCER

67,500

PER YEAR

9
TruScreen Annual Report 2018

Regulatory ApprovalCFDA Approval Obtained

Distributor AppointedYes

Support from Key Medical Opinion LeadersYes

In Country Clinical Research Papers PublishedYes

Stage of CommercialisationStage 2 - Capitalising on market preparation. TruScreen used in 16 Provinces

and sales to both Government and Private Hospitals commenced.

Main Sales Channels• Government Hospitals

• Rural Clinics

• Private Clinics

• Army Health System

• Company Health Systems

• Women’s & Children’s Division

of Centre of Disease Control

Current Key Activities• China Obstetrics and Gynaecologist Association.

• 10,000 patient evaluation underway

• China Centre for Disease Control – Womens and Children’s Health Division

-12,000 patient evaluation underway

• Preparation for 190 Hospital Program in Xinjiang Province

• Selection by the Two Cancers Centre Project for installation in their 50 new high

tech womens health clinics

• Marketing and sales activityin 16 Provinces

CHINA

TOTAL

POPULATION

1,379

MILLION

INCIDENCE OF

CERVICAL CANCER

100,700

PER YEAR

WOMEN OF

SCREENING AGE

410

MILLION

DEATHS FROM

CERVICAL CANCER

37,400

PER YEAR

10
TruScreen Annual Report 2018

CHAIRMAN AND

CEO’S REVIEW

We are now on the

cusp of commercial

realisation.

The 2018 financial

year (FY18) was

one of tremendous

significance for our

company, as we

realised the benefits

of our many years of

effort and investment

and moved to the

cusp of commercial

realisation.

Since our inception, we

have been focused on the

development of our proprietary

opto-electrical cervical

cancer screening solution

and establishing our global

commercial footprint.

As with all new medical

technologies, this has required

extensive testing and validation.

We have invested in clinical

trials, both with independent,

reputable medical organisations

such as the Royal Hospital for

Women in Sydney, as well as in

countries which are evaluating

our technology for their

own use.

We have negotiated distribution

agreements which cover more

than 1 billion women in over 30

countries, and we are continuing

to negotiate new agreements.

Our primary focus is on the

Chinese market, however, we

have also identified large scale

opportunities in India and Latin

America, as well as numerous

smaller markets.

We have invested heavily in

improving our technology. The

development of the TruScreen2

device, which was launched in

July 2016, has been followed

by a program of continuous

improvement. Significant

investments has been made

in optical & electronic design,

in algorithm research and in

device usability – such as the

creation of a Chinese language

graphic interface for the

TruScreen operating system.

We have been marketing and

building awareness of our

product, with attendance

and presentations at major

exhibitions and conferences

around the world; as well as

through targeted meetings with

key individuals. Our goal is to

be recommended for major

screening programmes and

health systems in

these countries.

Most recently, we have invested

in a new manufacturing

facility, which provides us

with more control over supply

and significantly reduces

manufacturing costs.

During this time, our team

has been supported by a

number of expert advisers,

including renowned specialists

in gynaecological oncology

who are members of our

Medical Advisory Board. Their

contributions, along with

those of our committed staff,

have been instrumental in our

progress to date.

Throughout this process,

we have remained true to our

vision to provide better cervical

cancer screening for women

around the world and, by doing

so, improve the health and

wellbeing of women and help

to save thousands of lives.

11
TruScreen Annual Report 2018

CFDA approval in China

a turning point

The investments and initiatives we have

undertaken in China are now bearing fruit.

A key milestone in FY18 was achieving

CFDA regulatory approval in China for our

TruScreen2 device in December 2017. This

opened the way for us to start actively

marketing and selling the device in the

Chinese market.

With strong distribution partners already

in place, clinical trials underway and

demonstrating the efficacy of our technology,

we were ideally positioned to immediately

commence commercial activities. Indeed,

the first sales of TruScreen2 to China were

made within weeks of CFDA approval

being received.

Since that time, we have seen demand in

China grow exponentially and sales in the

first quarter of FY19 have already exceeded

sales for the entire year in FY18.

As announced, TruScreen will be installed

in 190 hospitals in Xinjiang province over

the coming months, and we have also been

selected as the primary screening solution

for a new chain of high tech female health

clinics which are to be established in 50

municipal hospitals in China. This is in

addition to the existing installations of the

original TruScreen device in a number of

hospitals and clinics across China, which we

expect to upgrade to TruScreen2 over time.

We are also involved in two further large

scale programmes in China, with the goal

of being added to national screening

guidelines and recommended for use in

screening programmes and clinics. We have

commenced a 10,000 patient evaluation with

the Chinese Obstetrics and Gynaecology

Association; and, post period end announced

a pilot programme with the Women’s and

Children’s Healthcare Division of the Centre

for Disease Control in China, with more than

12,000 women expected to be involved.

Positive momentum in markets

outside of China

While China remains our primary focus,

we have also identified other markets

which are of great interest, but in an earlier

commercialisation stage. In particular, these

include India and Latin America, which

have large screening populations, limited

laboratory infrastructure and are looking for

a cervical screening solution.

In both countries, we are at the evaluation

stage of our commercial pathway.

In India, we have commenced a research

collaboration with the All India Institute of

Medical Science (AIIMS) with the objective

of being recommended for use in nationally

funded screening programmes. This is a

longer term prospect, and we have identified

other shorter term prospects, including

inclusion in State-run screening programmes

(there are 29 States in India) and adoption by

public and private hospitals and clinics.

In Mexico, we are seeking registration and

inclusion in the Mexican Government’s

purchasing catalogue of preferred medical

devices for public health. This would allow

us to participate in Federal Government

tenders for supply to the public sector.

In the last year, we have also created new

partnerships and are collaborating with

organisations in Indonesia, the Pacific

Islands, South Africa and Zimbabwe.

12
TruScreen Annual Report 2018

TRUSCREEN’S NEW

STATE OF THE ART

MANUFACTURING

FACILITY IN SYDNEY

This cutting edge facility is now

fully operational and producing

the highly specialised and technical,

diagnostic opto-electrical

front-end component of the

TruScreen device.

It is accredited under TruScreen’s

internationally recognized

ISO:13485 Quality Certification and

includes a skilled team recruited

for their specific expertise in

optical and biomedical engineering.

Many of the processes involved

are unique to TruScreen, and

utilise componentry specifically

designed by TruScreen for its unique

manufacturing needs.

The facility will expand to have

the capacity to manufacture up to

200 units per month and is expected

to deliver an approximate 50%

improvement in gross profit per

device. Further cost savings are

planned as the company

brings additional manufacturing,

assembly, calibration and testing

processes inhouse.

13
TruScreen Annual Report 2018

Proportion of revenue from Single

Use Sensors will grow as more

devices are installed

The TruScreen device utilises a disposable

Single Use Sensor for every patient. As

installation and use of devices grow, so too

will the demand for Single Use Sensors.

Technically, each device has a useful life of

up to 10 years and, while it has the capacity

to conduct up to 1,000 tests per month in a

mass screening environment, we expect an

average of 150 tests per month in a Chinese

hospital environment, once fully deployed.

We estimate that for every 100 devices

fully deployed in a Chinese hospital

environment, we will generate a sustainable

annuity income stream of approximately

$1.4 million every year.

New manufacturing plant will

improve operating efficiencies

The establishment of TruScreen’s new

manufacturing facility was a key initiative

in FY18. Commissioned in June 2018,

the facility has a current capacity of 100

electro-optical component assemblies per

month (the key technical component in the

TruScreen device), and is readily expandable

to 200 assemblies per month as demand

increases. We estimate that this will

generate an approximate 50% improvement

in gross profit per device, and further cost

savings are expected as we bring additional

manufacturing processes inhouse.

Refreshed board strengthens

governance of TruScreen

We are privileged to have welcomed

three new Board members since August

2017, following the departure of two long

serving directors. Professor Ron Jones is a

renowned gynaecologist and obstetrician,

while Mr Chris Lawrence is a successful

businessman and a significant investor in

life science and bio technology businesses.

Marie Ficarra was the most recent

appointment in June 2018, post period end.

She is a women’s cancer marketing expert,

and a passionate advocate for cervical

cancer screening programmes. Marie and

her husband, a medical doctor, have devoted

the last three years to helping establish

the Australian Gynaecological Cancer

Foundation, which is devoted to raising

research funds for women’s cancers.

Looking Forward

The outlook for our company is positive and

we are excited as we move into this next

phase of our commercialisation strategy.

Our sales momentum is expected to

continue, and we are aiming to reach

profitability during FY19.

The vast majority of these sales will be to

China, with sales also expected to Latin

America, India and other smaller markets

during FY19.

Over time, as more devices enter the

market, we expect to see an increasingly

large proportion of revenue being

generated from the sales of the Single Use

Sensors, providing a sustainable annuity

income stream.

While China remains the primary

opportunity, we have identified a number

of other markets which offer significant

potential and will continue working with

our distribution partners to encourage

adoption of the TruScreen cervical cancer

screening solution.

We would like to acknowledge and thank

our shareholders for their patience and their

loyalty, as well as our staff, advisers and

other supporters. We are now on the cusp of

commercial realisation and we are confident

we can deliver value to all those involved.

CHAIRMAN AND

CEO’S REVIEW continued

Robert Hunter

Chairman

Martin Dillon

Chief Executive Officer

OUR

PRIORITIES

FOR FY19

• Achieve profitability

• Maximise device pull through

of Single Use Sensor (SUS)

in China

• Achieve inclusion in

Government programmes and

sales in Mexico and India

• Grow sales by at least 5x FY18

• Generate operational

efficiencies, particularly

by bringing manufacturing

processes inhouse

• Move low tech manufacturing

offshore and reduce COGS

• Leverage volumes to

reduce SUS costs

14
TruScreen Annual Report 2018

TACKLING CERVICAL CANCER

Cervical cancer is the fourth most common

cancer in women worldwide with about

530,000 new cases diagnosed annually and

275,000 women dying every year from the

disease. The majority of these cases are in

women aged between 35 and 55 years, when

they are in the prime of their lives. Cervical

cancer is different to most cancers in that

it has a precancerous phase, which is

believed to last for approximately 10 years

on average. Most cases of cervical cancer

occur many years after infection with

specific high-risk strains of human

papillomavirus (HPV). Genital HPV infection

is a common infection and will infect about

eight out of ten women at some time in their

lives. In most women, the virus is cleared

quickly by the immune system and no

treatment is needed. However, in some

women it can lead to cervical cancer.

Screening programmes therefore, look either

for HPV infection or abnormal cells in the

cervix that might become cervical cancer

if not treated appropriately.

Most developed countries have well

established laboratory systems and

national screening programmes, ensuring

that cervical cancer can be diagnosed

and treated in its very early stages.

This has seen the incidence of cervical

cancer decline significantly in these

countries. But not all women are so

fortunate. In emerging and developing

countries, there is often a lack of laboratory

infrastructure and expert technicians, as well

as transient populations and people living in

remote areas, who have poor or zero access

to the minimal health infrastructure that

does exist. TruScreen’s real time, accurate,

low cost and portable diagnostic system is

the answer, and TruScreen is now available

in many countries for the screening of

cervical cancer. TruScreen can be used with

minimal clinical training, and without the

infrastructure and resource costs associated

with traditional screening.

SAVING LIVES

WITH BETTER

SCREENING

FEATUREBENEFIT

Real-time resultsImmediate feedback to patient and operator - no patient follow up required to deliver results.

Objective resultAccurate, reproducible results.

No laboratory facility neededAllows greater access to women in remote communities and easy use.

High sensitivityAssured level of performance, providing a high standard of cervical screening.

Automated device and error-checking

during examination

Clinical confidence in the accuracy and cosistency of results

No collection of tissue samplesNo pain or discomfort to the patient, leading to higher screening participation rates

15
TruScreen Annual Report 2018

THE TRUSCREEN TECHNOLOGY

TruScreen’s real time cervical

cancer technology utilises a

digital wand which is placed

on the surface of the cervix to

measure electrical and optical

signals from the surrounding

tissue. A sophisticated

proprietary algorithm framework

distinguishes between normal

and abnormal (cancerous and

precancerous) tissue to identify

precancerous change, or cervical

cancer. A disposable Single Use

Sensor (SUS) is used for each

patient to protect against

cross-infection.

Technically, each device has a

useful life of up to 10 years and

can conduct up to 1,000 tests

per month in a mass screening

environment. However, we expect

an average of 150 tests per

month per device in a clinical

hospital environment once

users are properly trained and

fully operational. Women have

expressed a strong preference for

TruScreen over the conventional

Pap smear test.

With TruScreen there is no

collection of tissue samples,

which minimises discomfort for

the patient. In addition, results

are provided instantly in “real

time” at the location at which

the procedure is undertaken,

thus removing the period of

uncertainty that many women

experience whilst waiting for their

pap smear result to be reported

to them. The technology is easy

to use and is not reliant on

highly trained staff to interpret

the results.

TruScreen has been extensively

evaluated in studies involving

thousands of women worldwide

and clinical research is

continuing to improve the

accuracy of the device and

technology even further.

Single Use Sensor

Intelligent Cradle

Handheld Device

16
TruScreen Annual Report 2018

Robert Hunter

Chariman (Chair of

Remuneration and

Nomination Committee)

Appointed November 2013

Robert Hunter is the chairman

of TruScreen. He has been

a significant investor in the

TruScreen intellectual property

and business operations

over a 20-year period and

has invaluable knowledge

of TruScreen’s commercial

operations.

Robert has 35 years’ business

experience and is currently

the principal of a Chartered

Accounting and Corporate

Advisory Practice based

in Sydney. He has past

experience as a Director

and Chairman of numerous

public and private companies

involved in a broad range of

business activities including

property, financial services,

retailing, telecommunications,

biotechnology and funds

management. Robert has held

honorary roles in a number of

charitable, educational and

sporting organisations. He is a

Commerce graduate and Fellow

of the Institute of Chartered

Accountants in Australia.

Christopher Horn

Independent Director,

(Chair of Audit, Finance

and Risk Committee)

Appointed November 2013

Chris Horn has been involved

with TruScreen for a number

of years. He is an experienced

business executive and

has acted in a number of

management roles including 20

years as a partner of KPMG and

its predecessor firms. He is a

director of a number of private

companies across a broad

range of business activities

including corporate advisory,

financial services and funds

management.

Chris is a Commerce graduate

from the University of New

South Wales and a Fellow

of the Institute of Chartered

Accountants in Australia.

Professor Ronald

William Jones CNZM

Independent Director (Member

of Audit Finance and Risk

Committee, and Medical

Advisory Committee Member)

Appointed October 2017

Professor Ron Jones is a

trained obstetrician and

gynaecologist and was a

former clinical professor at the

University of Auckland. He is a

widely published international

authority of lower genital tract

pre-cancer and cancer and past

president of the International

Society for the Study of

Vulvovaginal Disease and chair

of the Scientific Committee of

the International Federation

of Cervical Pathology and

Colposcopy.

Prof. Jones has been involved

with the TruScreen technology

since the very beginning and

was the Principal Investigator

for a 1998 study at National

Women’s Hospital in Auckland,

one of the key clinics used to

gather early data for what was

then the Cervical PolarProbe

(and has now evolved

into TruScreen).


Chris Lawrence

Non-executive Director

Appointed December 2017

Chris Lawrence is a successful

New Zealand businessman

and a significant investor in

life science and biotechnology

businesses including

TruScreen. He has spent a

substantial part of his career

in small business where he has

had proven success in leading

market place disruption, and

translating new business

models into sustainable

profitable businesses. In the

latter part of his career, he

has dedicated a large share

of his time to governance and

advisory roles.

Most recently Chris’ focus

has been on high growth

companies, with a particular

focus on the biotech industry.

TRUSCREEN DIRECTORS

17
TruScreen Annual Report 2018

Marie Ficarra

Independent Director

Appointed June 2018

Marie Ficarra is an experienced

healthcare executive and

a passionate advocate for

cervical cancer screening

programmes. She has

specialised in the sales and

marketing of pharmaceutical

products and medical

diagnostics, primarily related

to cervical cancer, and

along with her husband, has

devoted the last three years

to helping establish the

Australian Gynaecological

Cancer Foundation. In

addition, Ms Ficarra has

held a senior advisory role

to Merck Sharp and Dohme

(Australia) for the introduction

and reimbursement of

pharmaceuticals including the

cervical cancer vaccine and

served on NSW Parliamentary

Committees into Health and

Medical Research.

Marie is a Science graduate

with honours from the

University of Sydney, Australia.

18
TruScreen Annual Report 2018

TRUSCREEN

LEADERSHIP

TEAM

Martin Dillon

Chief Executive Officer

Mr. Martin Dillon’s particular

expertise is in sales and

marketing of women’s health

products. More importantly,

Mr. Dillon was previously

responsible for the development

of TruScreen’s initial

commercialisation

and global roll-out of the

distribution network.

As a previous Chair of

the TruScreen Operations

Committee, Mr. Dillon has a

good working knowledge of the

production of the product and

its development and registration

processes. He knows and has

a working relationship with

other TruScreen specialists

mentioned below, and key

contacts in the target markets,

particularly China and Korea.

Mr. Dillon studied Law at

Sydney University and has held

honorary roles for the Australian

Defence Department, the

Australian Olympic Committee

and Surf Life Saving.

Dr. Colin Stahel

General Manager -

Technology

Dr. Colin Stahel holds a PhD

in physiology from the Faculty

of Medicine at the University

of Tasmania and a MBA

from the Graduate School of

Management at Macquarie

University. He is also an

Adjunct Associate Professor in

Biomedical Engineering at the

University of New South Wales.

He has wide experience in

commercialisation and line

management of medical

technology focussed on

commercial outcomes. He

has managed multinational

teams in Australia, Asia, Europe

and North America working

with global corporates, early

listed companies and start

up environments. Colin’s

international medical device

market experience includes

cancer detection, surgery,

cardiology, imaging, wound care

and infection prevention.

Dr. Jerry Tan

General Manager –

International Business

Development

Dr. Jerry Tan holds degrees in

Commerce and Medicine and is

a qualified Gynaecologist from

China. He is fluent in English

and Mandarin.

Dr. Tan has extensive

knowledge of the TruScreen

product and has been involved

in establishing the market in

China, including, identification

of distributors, product

registration, market evaluation,

and the conduct of clinical

trials.

In addition to his overall role as

General Manager Commercial,

Dr. Tan heads up the TruScreen

operations in East Asia

including China, the Philippines

and South Korea.

Paul Curran

General Manager –

Operations

Mr. Paul Curran has a Bachelor

of Science, specialising in

all areas of Medical Device

Licensing, including Quality

Assurance for New Product

Development, Technical File

development and audit and

Risk Assessment.

He is an expert in the fields of

Healthcare Compliance and

the control of manufacturing,

including subcontractors, for

the delivery of a quality assured

product on time.

Mr. Curran has been involved

with the TruScreen product for

many years and is responsible

for manufacturing, research and

development, registrations and

quality assurance.

James Haindl

Biotechnologist

Mr. James Haindl holds a

Bachelor of Biotechnology. His

particular expertise is in medical

biotechnology most specifically

in microbiology, biochemistry,

genomics, medical devices and

diagnostics.

Mr. Haindl is heavily involved

with the manufacturing, supply

chain management, technical

assistance, research and

development, product training,

and quality management of the

TruScreen product.

Mr. Haindl also works closely

with the medical advisory

committee at the Royal Hospital

for Women to conduct clinical

performance evaluations.

Dr. Akila

Seneviratne

Algorithm Expert

Dr. Akila Seneviratne holds a

Bachelor of Science in electrical

and electronic engineering

and a PhD. in statistical signal

processing from the University

of New South Wales.

She has worked in various

teaching and research roles

at UNSW and at the University

of Brunei Darussalam and

has wide ranging experience

in algorithm and software

development. Her research

in sparse statistical signal

processing and estimation

theory has been published

in leading conferences

and journals.

Since joining TruScreen, Dr.

Seneviratne has played a pivotal

role in the Algorithm Team.

With her strong background in

machine learning techniques,

her work has contributed to

an improved understanding

of the theoretical basis for

electro-optical classification of

cervical tissue that has led to

improvements in TruScreen’s

classifier algorithm design.

Dr. Carolina

Velasquez

Clinical Research and

Training Officer

After gaining her Bachelor

of Medicine and Bachelor of

Surgery, Dr. Carolina Velasquez

worked in hospitals in Bogota,

Colombia before emigrating

to Australia.

She has recently completed

a post graduate diploma in

Clinical Research at Monash

University. Dr. Velasquez assists

in the preparation and conduct

of clinical research in Australia

& overseas, and in the training

of TruScreen’s users in our

many markets. In addition,

as a fluent speaker in both

Spanish and English, Carolina

is an important link in our

commercial activities in

Latin America.

Dr. Zhenglin

Wang

Electro-Optical

Production Manager

Dr. Zhenglin Wang holds

a PhD. in Laser Physics, a

Masters Degree in Optics

and Bachelor of Science in

Optoelectronics. He has been

engaged in the manufacture

and development of a range

of optical technologies

including ophthalmic lasers and

wavelength selective switch

systems for communication

technologies.

Dr. Wang led the establishment

of, and now manages, the

new TruScreen Electro-Optical

fabrication facility based in the

Industry Collaboration Hub at

the Commonwealth Scientific

and Industrial Research

Organisation (CSIRO), in Sydney.

19
TruScreen Annual Report 2018

TRUSCREEN

MEDICAL

ADVISORY

BOARD

Professor Neville

Hacker AM

Clinical Advisory -

Professor of Gynaecology

Chairman

The TruScreen Medical Advisory

Board is led by Professor Neville

Hacker AM, a role that he has

maintained for over 10 years.

Professor Hacker is the director

of the Gynaecological Cancer

Centre, Royal Hospital for

Women in Sydney and Professor

of Gynaecological Oncology

at the University of New South

Wales. He has published over

200 peer reviewed articles, and

edited 2 books, both in their

sixth edition. Berek and Hacker’s

Gynaecologic Oncology is the

standard textbook in the field

of Gynaecologic Oncology.

He is a past President of the

International Gynaecological

Cancer Society and a past

President of the Society of

Pelvic Surgeons. He is a former

Chairman of the Oncology

Committee of the RANZCOG,

and a former Chairman of

Examiners for Gynaecologic

Oncology, RANZCOG.

Professor Ronald

William Jones

CNZM, MB ChB,

MD (Otago),

FRCS(Ed),

FRCOG,

FRANZCOG,

FAOFOG(Hon).

Professor Ron Jones is a New

Zealand medical graduate.

Following 6 years postgraduate

training in England he returned

to the National Women’s

Hospital in Auckland, New

Zealand where he was a

Visiting Consultant Obstetrician

& Gynaecologist for 38 years

and latterly a Clinical Professor

at the University of Auckland.

He has published extensively

in the field of lower genital

tract pre-malignancy and has

lectured in over 30 countries.

Professor Jones is a past

President of the International

Society for the Study of

Vulvovaginal Disease and a

past Chairman of the Scientific

Committee of the International

Federation of Cervical Pathology

and Colposcopy.

Associate

Professor

(Colonel) Michael

J. Campion

RAAMC, Hon

MD(U.Syd), CStJ,

KM(Ob), KCHS

Associate Professor (Colonel)

Michael J. Campion is a Senior

Staff Specialist and Head of

the Pre Invasive Clinic at the

Gynaecological Cancer Centre

of the Royal Hospital for Women

in Sydney. He is Conjoint

Associate Professor, School

of Women’s and Children’s

Health, at the University of New

South Wales. He has over 35

years’ experience as a qualified

medical practitioner and over 25

years of experience as an expert

colposcopist. Dr. Campion

has written numerous peer

reviewed papers and chapters

on cervical cancer prevention,

including papers on TruScreen

®

.

In addition, Dr. Campion is the

Senior Health Advisor - Army

and Chair of the Senior Health

Advisory Panel, Joint Health

Command, Australian Defence

Force and Director, Health

Services Army Reserve – NSW/

ACT for the Royal Australian

Army Medical Corps.


20

TruScreen Annual Report 2017

SHAREHOLDER

INFORMATION

ISSUED CAPITAL AS AT 1ST JULY 2018

TRU(NZL)202,152,621

Current Holders833

INVESTOR DOMICILE AT 1ST JULY 2018

Holders

New Zealand714

Rest of World39


Issued Capital

New Zealand137,248,613

Rest of World64,904,008

INVESTOR RANGES TRU(NZL)

AS AT 1ST JULY 2018

TOP 20 SHAREHOLDERS

Top 20 Shareholder

Number

of shares

%

of capital

Consolidated Nominees Pty Ltd29,539,90014.61

Browns Island Holdings Limited20,000,0009.89

Waitara Trustees Limited16,622,2228.22

Lah Investment Co Pty Ltd10,062,5004.98

Consolidated Nominees Pty Ltd10,062,5004.98

Idl Trustee Limited10,000,0004.95

Albert Nominees Limited10,000,0004.95

New Zealand Central

Securities Depository Limited

9, 317, 8 0 24.61

Forsyth Barr Custodians Limited5,876,9132.91

Masfen Securities Limited5,625,0002.78

Custodian Nominee Company Limited3,890,0001.92

Samuel Hamish Macdonald3,000,0001.4 8

Cbt Trustee Limited3,000,0001.4 8

Leveraged Equities Finance Limited2,363,0711.17

James Winston Hunter & Elizabeth

Henderson-Hunter

1,876,6000.93

Valerie Anne Hunter1,685,9200.83

Christopher Lawrence Horn

& Marilyn Gai Horn

1,550,0000.77

Martin James Dillon1,500,0000.74

Mark David John Williams1,250,0000.62

Sean Robert Joyce1,250,0000.62

100,001

and over

50,001

– 100,000

10,001

– 50,000

5,001

– 10,000

1,001

– 5,000

1-1,0000.49%

23.92%

15.66%

32.43%

10.36%

17.14%


21

TruScreen Annual Report 2017

FINANCIAL

STATEMENTS

& AUDITOR’S

REPORT

FOR THE YEAR ENDED 31 MARCH 2018

Consolidated Statement of Profit

or Loss and Other Comprehensive Income __________________________________________ 22

Consolidated Statement of Financial Position ___________________________________ 23

Consolidated Statement of Changes in Equity ___________________________________ 24

Consolidated Statement of Cash Flows ________________________________________________ 25

Notes to the Financial Statements __________________________________________________________ 26

Independent Auditor’s Report ___________________________________________________________________ 51

22
TruScreen Annual Report 2018

CONSOLIDATED STATEMENT OF PROFIT

OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 March 2018

Note20182017

$$

Revenue from the sale of goods6804,062585,388

Other income 61,374,581810,202

Changes in inventories(66,343)408,944

Purchases of inventory(741,607)(881,746)

Employee benefit expenses and directors’ fees7(1,419,333)(1,174,222)

Administration(578,497)(470,394)

Research and development expenses(1,905,710)(1,190,910)

Rent(97,471)(95,625)

Travel(97,901)(156,900)

Marketing & product approvals(393,485)(561,811)

Insurance(73,048)(87,424)

Shareholder relations & services(95,675)(91,999)

Foreign exchange loss(342,388)(68,502)

Amortisation & depreciation7(535,977)(528,134)

Finance costs -(37,477)

Loss before income tax(4,168,792)(3,540,610)

Income tax expense8--

Loss for the period(4,168,792)(3,540,610)

Other comprehensive income

Item that may be reclassified subsequently to profit or loss

Exchange differences on translating foreign subsidiary operations19(17,671)(241,728)

Other comprehensive (loss)/income for the period(17,671)(241,728)

Total comprehensive loss for the period (4,186,463)(3,782,338)

Basic and diluted losses per share (cents)10(2.1)(2.1)

The accompanying notes form part of these financial statements.

23
TruScreen Annual Report 2018

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

As at 31 March 2018

Note20182017

$$

CURRENT ASSETS

Cash and cash equivalents111,212,4543,671,571

Other receivables121,314,456791,791

Loan receivable1275,000-

Trade receivables12-217,397

Goods and services tax recoverable155,84969,395

Inventories13401,185467,527

Other assets – prepayments55,55677,100

TOTAL CURRENT ASSETS3,214,5005,294,781

NON-CURRENT ASSETS

Plant and equipment157,5368,275

Intangible assets168,944,8139,738,424

TOTAL NON-CURRENT ASSETS8,952,3499,746,699

TOTAL ASSETS12,166,84915,041,480

CURRENT LIABILITIES

Trade and other payables17419,491644,587

Provision for employee benefits18109,16272,605

TOTAL CURRENT LIABILITIES528,653717,192

NON-CURRENT LIABILITIES

Provision for employee benefits1822,314-

TOTAL NON-CURRENT LIABILITIES22,314-

TOTAL LIABILITIES550,967717,192

NET ASSETS11,615,88214,324,288

EQUITY

Issued capital9 & 2023,443,99621,800,585

Share option reserve19 & 203,970172,800

Foreign currency translation reserve19(556,975)(539,304)

Accumulated losses(11,265,109)(7,109,793)

Total Equity11,615,88214,324,288

The accompanying notes form part of these financial statements.

On behalf of the board as at 30 July 2018

Robert Hunter - ChairmanChristopher Horn - Director

24
TruScreen Annual Report 2018

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

For the year ended 31 March 2018

NoteShare Capital

Accumulated

Losses

Foreign

Currency

Translation

ReserveOption ReserveTotal

$$$$$

Balance at 1 April 201617,840,460(3,569,183)(297,576)172,71214,146,413

Loss for the period to 31 March 2017-(3,540,610)--(3,540,610)

Exchange differences on translating

foreign subsidiary operations

19--(241,728)-(241,728)

Total comprehensive

income for the period

-(3,540,610)(241,728)-(3,782,338)

Transactions with owners,

in their capacity as owners

Issue of ordinary shares93,960,125---3,960,125

Share based payment---8888

Total transactions with owners3,960,125--883,960,213

Balance at 31 March 201721,800,585(7,109,793)(539,304)172,80014,324,288

Balance at 1 April 201721,800,585(7,109,793)(539,304)172,80014,324,288

Loss for the period to 31 March 2018-(4,168,792)--(4,168,792)

Exchange differences on translating

foreign subsidiary operations

19--(17,671)-(17,671)

Total comprehensive

income for the period

-(4,168,792)(17,671)-(4,186,463)

Transactions with owners,

in their capacity as owners

Issue of shares re share placement plan 9897,500---897,500

Share issue cost(40,849)---(40,849)

Issue of or subscription for ordinary

shares on exercise of option

9776,760--(155,354)621,406

Lapse of share option20-13,476-(13,476)-

Total transactions with owners1,633,41113,476-(168,830)1,478,057

Balance at 31 March 20181023,433,996(11,265,109)(556,975)3,97011,615,882

The accompanying notes form part of these financial statements.

25
TruScreen Annual Report 2018

CONSOLIDATED STATEMENT

OF CASH FLOWS

For the year ended 31 March 2018

Note20182017

$$

CASH FLOW FROM OPERATING ACTIVITIES

Cash received from customers 1,019,183754,043

Cash paid to suppliers and employees including GST(5,577,047)(4,436,358)

Cash received 43.5% refundable tax offset1(e)808,1671,126,610

Interest paid-(37,477)

Interest received20,50617,598

Net cash to operating activities21(3,729,191)(2,575,584)

CASH FLOW TO INVESTING ACTIVITIES

Development of intangible asset – upgraded cervical cancer console 16-(141,188)

Purchase of plant and equipment(3,110)(6,355)

Net cash to investing activities(3,110)(147,543)

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of shares91,322,5004,090,000

Share subscriptions not issued at reporting date9121,408-

Share issue costs(170,724)-

Net cash from financing activities1,273,1844,090,000

Net (decrease) / increase in cash and cash equivalents(2,459,117)1,366,873

Cash and cash equivalents at the beginning of the financial year3,671,5712,304,698

Cash and cash equivalents at the end of the financial year111,212,4543,671,571

The accompanying notes form part of these financial statements.

26
TruScreen Annual Report 2018

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

NOTE 1.

SUMMARY OF

SIGNIFICANT

ACCOUNTING POLICIES

General Information

These consolidated financial statements

and notes represent those of Truscreen

Limited and its subsidiaries (the “Group”).

References to “Truscreen” are used to refer

both to the Group and Truscreen Limited

(the “Company”).

The parent company, Truscreen Limited, is

the ultimate legal parent company of the

Group and is a limited liability company

incorporated and domiciled in New Zealand.

It is registered under the Companies Act

1993. Truscreen is listed on the NZX

Alternative Market (“NZAX”). Truscreen is

a FMC reporting entity under Part 7 of the

Financial Markets Conduct Act 2013.

The registered office of the Company is Level

6 Equitable House, 57 Symonds St, Grafton,

Auckland 1010, New Zealand. The Group is

engaged in the business of the development,

manufacture and sale of cancer detection

devices and systems.

The financial statements were authorised

for issue on 30 July 2018 by the Directors

of the company.

Basis of Preparation

These financial statements have been

prepared in accordance and comply with

Part 7 of the Financial Markets Conduct Act

2013 and the NZAX Listing Rules.

For the purpose of complying with generally

accepted accounting practice in New

Zealand (“NZ GAAP”) the Group is a for-profit

entity. These financial statements comply

with NZ GAAP, New Zealand equivalent to

International Financial Reporting Standards

(“NZ IFRS”).

These financial statements have been

prepared under the historical costs

convention, modified by the revaluation of

certain assets and liabilities as identified in

specific accounting policies below.

The principal accounting policies adopted

in the preparation of the financial report

are set out below. These policies have

been consistently applied to all the periods

presented, unless otherwise stated. The

financial statement have been rounded

to the nearest dollar

a. Going Concern

The Group financial statements have been

prepared on a going concern basis, which

contemplates the continuity of normal

business activity and the realisation of

assets and the settlement of liabilities in the

normal course of business.

For the year ended 31 March 2018

• The Group incurred a loss of $4,168,792

(2017: $3,540,610) for the year.

• The Group had net cash out-flow from

operating activities of $3,729,191 (2017:

$2,575,584).

• At 31 March 2018 the Group had a net

working capital surplus of $2,685,847

(2017: $4,577,589).

• The Group has a cash balance of

$1,212,454 (2017: $3,671,571) that

supports some 5/6 months of funding in

hand. There is no additional funding or

bank facilities in place.

Having obtained certain country regulatory

approvals along with confirmation of its

technology and development with proof of

clinical trials the Group is beginning to move

into a manufacturing/sales phase of its

business cycle. The Group needs a level of

working capital to meet its manufacturing

and sales operation. As a result there are

a number of material risks still impacting

the business which are outlined in Note 3.

These risks may impact the Group’s ability to

achieve the cash flow forecasts. Dependent

on actual timing of results the 12 month

cash flow reports barely sufficient cash

position in the period to 31/7/19. However,

the forecast is susceptible to changes in

assumptions (including those risks outlined

in note 3) such that there may be additional

shortfalls in cash flow which may result

in the Group inot being able to meet its

obligations as they fall due.

Because of the above reasons there remains

a material uncertainty as to whether the

Group will generate sufficient cash flows and

therefore continue as a going concern for the

period of twelve months from the signing of

these financial statements.

The Directors consider the going concern

basis of preparation of the Group Financial

Statements, to be appropriate as:

• The Board have approached and

informally engaged with an Auckland

firm of Brokers, Foster Capital NZ Ltd to

assist in a capital raise of up to $1.5m

by private placement and an additional

share placement plan raise of $500k,

a new capital raise of $2m. Based on

discussions with the Broker the Board

believe with the market outlook and the

appetite of existing and prospective

investors the capital raise will be fully

supported in order for the Company to

meet its forecast and therefore meet its

obligations as and when they fall due.

• In addition the Board consider the cash

flow forecasts to be achievable and that

the timing of events will occur such that

a cash flow deficit will not eventuate.

The Board consider managing cash flow

and working capital critical in successfully

executing the strategies to achieve the

business model of Truscreen.

If the going concern assumption is not valid,

the Group:

• is unlikely to realise the value in its

intangible assets which are carried

in the financial statements at $8,944,813

(2017: $9,738,424);

• may not be able to realise its assets or

discharge its liabilities in the normal

course of business.

b. Principles of Consolidation

Truscreen Pty Limited is the wholly owned

subsidiary of Truscreen Limited which was

specifically incorporated for the purposes of

acquiring the Truscreen Pty Limited business

(the “Transaction”). Truscreen Limited is the

legal acquirer, and legal parent of the Group.

For financial reporting purposes, aspects

of “reverse acquisition” accounting are

relevant. Specifically, the rules require that

Truscreen Pty Limited be treated as the

accounting acquirer of Truscreen Limited

due to the fact that the owners of Truscreen

Pty Limited owned the largest single minority

voting interest in the resulting Group, post

Transaction.

27
TruScreen Annual Report 2018

The Transaction has been accounted for as

a continuation of the financial statements

of Truscreen Pty Limited, together with a

deemed issue of shares, equivalent to the

shares held by the former shareholders of

Truscreen Limited. This deemed issue of

the shares is, in effect, a share-based

payment transaction whereby Truscreen Pty

Limited is deemed to have received the net

assets of Truscreen Limited.

As such, the consolidated financial

statements are issued in the name of the

legal Parent, Truscreen Limited, but are a

continuation of the financial statements of

the legal subsidiary Truscreen Pty Limited.

The Group financial statements also include:

• Truscreen Ltd (UK) which was

incorporated on 6 November 2013

• TruScreen S. de R.L de C.V which was

incorporated on 17 August 2017

Subsidiaries

Subsidiaries are all entities over which the

Company has control. The Company controls

an entity when it is exposed to, or has rights

to, variable returns from its involvement with

the entity and has the ability to affect those

returns through its power over the entity.

Subsidiaries are fully consolidated from

the date on which control is transferred to

the Company. They are deconsolidated from

the date that control ceases.

Intercompany transactions, balances

and unrealised gains on transactions

between group companies are eliminated.

Unrealised losses are also eliminated

unless the transaction provides evidence

of the impairment of the asset transferred.

Accounting policies of subsidiaries have

been changed where necessary to ensure

consistency with the policies adopted by the

consolidated entity.

c. Segment Reporting

Operating segments are reported in a

manner consistent with the internal reporting

provided to the chief operating decision-

maker. The chief operating decision-maker

has been identified as the Truscreen Limited

Group Board. To date the operations have

been reported as one segment. Accordingly:

• the segment results are as reported in

the Statement of Profit or Loss and Other

Comprehensive Income.

• the segment assets and liabilities are as in

the Statement of Financial Position.

d. Foreign Currency Translation

Functional and presentation currency

Items included in the financial statements

of each entity in the Group are measured

using the currency that best reflects the

economic substance of the underlying

events and circumstances relevant to

that entity (the “functional currency”).

The financial statements are presented in

New Zealand dollars, which is Truscreen

Limited’s functional currency.

The functional currencies of the

subsidiaries are:

Subsidiary

Country

of Incorpo-

ration

Functional

Currency

Truscreen

Pty Limited

Australia

Australian

dollar

Truscreen

Ltd (UK)

UK

Great Britain

Pound

TruScreen

S. de R.L. de

C.V.

Mexico

Mexican

Peso

Transactions and balances

For each entity in the Group, transactions in

currencies other than the functional currency

are translated at the foreign exchange rate

ruling at the date of the transaction. Foreign

exchange gains and losses resulting from

the settlement of such transactions and

from the translation of monetary assets and

liabilities denominated in foreign currencies

at reporting date exchange rates are

recognised as part of the loss for the period.

Non-monetary items that are measured in

terms of historical cost in a foreign currency

are translated using the exchange rate at the

date of the initial transaction. Non-monetary

items that are measured at fair value in a

foreign currency are translated using the

exchange rate at the date when the fair value

was determined.

Translation of group companies’

functional currency to

presentation currency

Assets and liabilities of all of the Group

companies that have a functional currency

that differs from New Zealand dollars are

translated to the presentation currency

at foreign exchange rates ruling at the

closing rate at the date of the Statement of

Financial Position. Income and expenses

are translated using the rate at the date of

the transaction. All differences arising from

the translation of foreign operations are

recognised in the foreign

currency translation reserve in other

comprehensive income.

e. Revenue Recognition

Revenue from the sale of goods is

recognised at the point of delivery, which is

deemed to be at dispatch of goods, per the

Group’s terms and conditions of sale. This

corresponds to the point of transfer of the

significant risks and rewards of ownership of

the goods.

Revenue from the sale of goods in the

course of ordinary activities is measured at

the fair value of the consideration received

or receivable, net of returns, trade discounts

and volume rebates. Revenue is recognised

when the significant risks and rewards of

ownership have been transferred to the

customer, recovery of the consideration

is probable, the associated costs and

possible return of goods can be estimated

reliably, there is no continuing management

involvement with the goods, and the amount

of revenue can be measured reliably. If it is

probable that discounts will be granted and

the amount can be measured reliably, then

the discount is recognised as a reduction of

revenue as the sales are recognised.

Revenue is stated net of the amount of

goods and services tax.

The “Research and Development Grant”

(“R&D Grant”) represents a 43.5% refundable

tax offset which is receivable from the

Commonwealth Government of Australia.

Under the 43.5% refundable tax offset

programme, 43.5% of eligible research

and development spending incurred by the

Group is refundable by the Commonwealth

Government.

R&D Grants are recognised at their fair value

where there is reasonable assurance that

the grant will be received. The offset does

not have to be repaid to the Commonwealth

Government and is treated as income in

accordance with NZ IAS 20 – “Accounting

for Government Grants and Disclosure of

Government Assistance” and recognised in

the same period as the related research and

development expenditure. This is disclosed

as other income in the Consolidated

Statement of Profit or Loss and Other

Comprehensive Income.

The expenditure for which an offset is

claimed is non-deductible and accordingly

reduces tax losses that otherwise would be

available to be carried forward.

Interest revenue is recognised using the

effective interest rate method.

28
TruScreen Annual Report 2018

f. Income Tax

Income tax expense comprises current

and deferred tax where applicable. Income

tax expense is recognised in profit and

loss except to the extent that it relates to a

business combination or items recognised

directly in equity or in other comprehensive

income, in which case the tax is recognised

in the same manner as the underlying

transaction.

Current tax is the expected tax payable or

receivable on the taxable income or loss

for the year, using tax rates enacted or

substantively enacted at the reporting date,

and any adjustment to tax payable in respect

of previous years.

Deferred tax is recognised in respect of

temporary differences between the carrying

amounts of assets and liabilities for financial

reporting purposes and the amounts used

for taxation purposes. Deferred tax is not

recognised for the following temporary

differences:

• the initial recognition of assets or

liabilities in a transaction that is not a

business combination and that affects

neither accounting nor taxable profit

or loss; and

• differences relating to investments

in subsidiaries to the extent that it is

probable that they will not reverse in the

foreseeable future.

Deferred tax is measured at the tax rates

that are expected to be applied to the

temporary differences when they reverse,

based on the laws that have been enacted or

substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset

if there is a legally enforceable right to offset

current tax liabilities and assets, and they

relate to income taxes levied by the same tax

authority on the same taxable entity or on

different tax entities, but they intend to settle

current tax liabilities and assets on a net

basis or their tax assets and liabilities will be

realised simultaneously.

A deferred tax asset is recognised for

unused losses, tax credits and deductible

temporary differences, to the extent that it

is probable that future taxable profits will

be available against which the temporary

difference can be utilised. Deferred tax

assets are reviewed at each reporting date

and are reduced to the extent that it is no

longer probable that the related tax benefit

will be realised.

Additional income taxes that arise from the

distribution of dividends are recognised

at the same time as the liability to pay the

related dividends is recognised.

g. Inventories

Inventories are initially recognised at cost,

and subsequently at the lower of cost and

net realisable value. Cost comprises all costs

of purchase, costs of conversion and other

costs incurred in bringing the inventories to

their present location and condition.

First-In-First-Out (FIFO) method is used

to determine the cost of ordinarily

interchangeable items.

h. Goods and Services Tax (GST)

The profit and loss has been prepared so

that all components are stated exclusive of

GST. All items in the statement of financial

position are stated net of GST, with the

exception of receivables and payables, which

include GST invoiced.

i. Statement of Cash Flows

The following is the definition of the terms

used in the Statement of Cash Flows:

(i) Investing activities are those relating to

acquisition of subsidiaries, the addition,

acquisition and disposal of property, plant

and equipment and intangibles;

(ii) Financing activities are those activities

which result in changes in the size and

composition of the capital structure of

the Group;

(iii) Operating activities include all

transactions and other events that are

not investing or financing activities.

j. Financial Instruments

Non-derivative financial instruments

comprise trade and other receivables,

cash and cash equivalents, and trade and

other payables. The Group classifies its

investments in the following categories:

financial assets at fair value through profit

or loss, loans and receivables, held to

maturity investments and available for sale

financial assets. The classification depends

on the purpose for which the investments

were acquired. Management determines

the classification of its investment at

initial recognition, and re-evaluates this

designation at every reporting date.

At the reporting date all of the Group’s

financial assets consisting of cash and

cash equivalents, trade receivables and

other receivables were classified as loans

and receivables. Non-derivative financial

instruments are recognised initially at

fair value plus any directly attributable

transaction costs. Subsequent to initial

recognition non-derivative financial

instruments are measured at amortised

cost using the effective interest rate method,

less any impairment losses. Receivables

and payables of short-term duration are not

discounted as the effect of discounting is

not considered to be material.

Cash and Cash Equivalents

Cash and cash equivalents means cash on

hand, cash held in banks, and term deposits

that can be liquidated in less than 90 days in

which the Group has invested in as part of

its day to day cash management.

Trade and Other Receivables

Trade and other receivables are recognised

initially at fair value plus directly attributable

transaction costs and subsequently

measured at amortised cost, less allowance

for impairment. Trade receivables are due for

settlement no more than one month from the

date of recognition.

Trade and Other Payables

Trade and other payables amounts represent

liabilities for goods and services provided

to the Group prior to the end of the financial

period which are unpaid. Trade and other

payables are recognised initially at fair value

plus directly attributable transaction costs

and subsequently measured at amortised

cost. The amounts are unsecured and are

usually paid within a month of recognition.

k. Impairment - Financial Assets

A financial asset is assessed at each

reporting date to determine whether there is

any objective evidence that it is impaired.

A financial asset is considered to be

impaired if objective evidence indicates that

one or more events have had a negative

effect on the estimated future cash flows

of that asset.

Collectability of receivables is reviewed on

an ongoing basis. Debts which are known to

be uncollectible are written off. An allowance

for impairment is established when there is

objective evidence that the Group will not

be able to collect all amounts due according

to the original terms of receivables. The

amount of the allowance is the difference

between the asset’s carrying amount and the

present value of the estimated future cash

flows discounted at the original effective

interest rate. The carrying amount is a

reasonable approximation of fair value. The

amount of the allowance is recognised in the

profit and loss.

Individually significant financial assets are

tested for impairment on an individual basis.

The remaining financial assets are assessed

collectively in groups that share similar

credit risk characteristics. Factors that are

usually considered objective evidence of

29
TruScreen Annual Report 2018

impairment include significant financial

difficulties of the debtor, probability the

debtor will enter bankruptcy or financial

reorganisation and default or delinquency

in payments. All impairment losses are

recognised in the profit and loss. An

impairment loss is reversed if the reversal

can be related objectively to an event

occurring after the impairment loss was

recognised. The reversal is recognised in the

profit and loss.

l. Plant and Equipment

Plant and equipment are measured at

cost less accumulated depreciation and

impairment losses.

Depreciation

The depreciable amount of all plant and

equipment is depreciated over the asset’s

useful life to the Group commencing from

the time the asset is held ready for use.

The depreciation rates used for depreciable

assets plant and equipment range between:

–16.67% and 50% diminishing value.

The assets’ residual values, useful lives and

depreciation methods are reviewed, and

adjusted if appropriate, at the end of each

reporting period.

An asset’s carrying amount is written down

immediately to its recoverable amount if the

asset’s carrying amount is greater than its

estimated recoverable amount.

Gains and losses on disposals are

determined by comparing proceeds with the

carrying amount. These gains or losses are

recognised in the profit or loss.

m. Impairment

- Non-Financial Assets

The carrying amounts of the Group’s non-

financial assets, other than inventories

are reviewed at each reporting date to

determine whether there is any indication

of impairment. If any such indication exists,

then the asset’s recoverable amount is

estimated.

Additionally, intangible assets not available

for use, are tested annually, irrespective

of whether there is any indication of

impairment, by comparing its carrying

amount with its recoverable amount.

Intangible assets acquired during the current

financial period are tested for impairment

before the end of the current financial period.

The recoverable amount of an asset or

cash generating unit (“CGU”) is the greater

of its value in use and its fair value less

costs to sell. When determining value in

use, estimated future cash flows will be

discounted to their present value using a pre-

tax discount rate that reflects current market

assessments of the time value of money

and the risks specific to the asset or CGU.

For the purpose of impairment testing,

assets that cannot be tested individually are

grouped together into the smallest group

of assets that generates cash inflows from

continuing use that are largely independent

of the cash inflows of other assets.

All intangibles have been treated as one

cash generating unit. Cash inflows cannot be

identified to particular intangible assets or

particular groups of intangible assets. This

is as the cash flows arising from the cancer

detection business requires utilisation of all

the particular intangibles.

Impairment losses are recognised in

the profit and loss. Impairment losses

recognised in respect of CGU’s reduce the

carrying amounts of the assets in the CGU

on a pro-rata basis.

n. Intangible Assets

Intangible assets acquired separately are

measured on initial recognition at cost.

Intangible assets with finite useful lives are

subsequently amortised over the useful

economic life and assessed for impairment

whenever there is an indication that the

intangible asset may be impaired. The

amortisation period and the amortisation

method for an intangible asset with a finite

useful life are reviewed at least at each

financial year end.

Intellectual Property

Intellectual property acquired from Ure

Lynam Financial Services Pty Limited are

recognised at cost which is determined

based on fair value.

The Intellectual Property of the Group is

stated at cost less any impairment losses

and are amortised on the straight-line basis

over the estimated economic life of 20 years.

Research & Development

Expenditure on research activities,

undertaken with the prospect of gaining

new scientific or technical knowledge and

understanding, is recognised in the profit and

loss as incurred.

Development costs are capitalised where

future benefits are expected to exceed those

costs, otherwise such costs are recognised

in the profit and loss in the period in which

they are incurred. Development activities

involve a plan or design for the production,

and the development or enhancement of

new or substantially improved products

and processes. Development expenditure is

capitalised only if development costs can

be measured reliably, the product or process

is technically or commercially feasible,

future economic benefits are probable, and

the Group intends to and has sufficient

resources to complete development and

to use or sell the asset. The expenditure

capitalised includes the cost of materials,

direct labour, overhead costs that are directly

attributable to preparing the asset for its

intended use, and capitalised borrowing

costs.

Capitalised development costs are not yet

available for use. Unamortised costs are

reviewed at each reporting date to determine

the amount (if any) that is no longer

recoverable, and any amount so identified is

written off.

o. Share Capital

Ordinary shares are classified as capital.

Incremental costs directly attributable to the

issue of new shares or options are shown

in equity as a deduction, net of tax, from the

proceeds.

p. Employee Benefits

An accrual is made for the Company’s

liability for employee benefits arising from

services rendered by employees to the end

of the reporting period.

Employee benefits that are expected to be

settled within one year have been measured

at the amounts expected to be paid when

the liability is settled on an undiscounted

basis. Employee benefits payable later

than one year have been measured at the

present value of the estimated future cash

outflows to be made for those benefits. In

determining the liability, consideration is

given to employee wage increases and the

probability that the employee may not satisfy

vesting requirements. Those cash flows are

discounted using market yields on national

government bonds (of the country where the

employment contract exists) with terms to

maturity that match the expected timing of

cash flows.

30
TruScreen Annual Report 2018

q. Share Based Incentive Plan

The Group operates a share-based incentive

plan under which the entity receives services

from employees as consideration for equity

instruments of the Group. The fair value

of the employee services received in

exchange for the grant of the instruments

is recognised as an expense.

The total amount to be expensed is

determined by reference to the fair value

of the awards granted. At the end of each

reporting period, the Group revises its

estimates of the number of awards that

are expected to vest based on the service

conditions. It recognises the impact of

the revision to original estimates, if any,

in the profit or loss, with a corresponding

adjustment to equity.

r. Accounting Standards Issued

but not yet Effective

At the date of these financial statements, the

following accounting standards have been

issued which are not yet effective which

could have a material financial impact on the

financial statements of the Group.

NZ IFRS 9 – Financial Instruments

The NZ IFRS 9 will be adopted by the Group

for the first time for its financial reporting

beginning 1 April 2018. NZ IFRS 9 includes

amended classification requirements for

financial assets and amended requirements

for impairment of financial assets and for

hedge accounting.

In the 2017 financial statements the Group

indicated that implementation of NZ IFRS 9

would not have a significant impact on the

financial statements. This is as:

i. The requirements of NZ IFRS 9 for the

measurement of financial assets held

by the Group are the same as existing

requirements;

The Group’s financial assets consist

of cash ($1,212,454), short term loans

with a small interest component that

will be held until receipt ($75,000), and

receivables with no interest component

($1,314,456). The receivables are held

until payment is received. Accordingly,

these assets will be classified as

subsequently measured at amortised

cost under the new standard. Due to

the insignificant amount of interest, if

any, which is charges at market value

this measurement criteria is the same

as currently used;

ii. The changes regarding impairment

have no impact on the Group. Cash

balances are held with investment

grade financial institutions; the R&D

Grant is receivable from the Australian

Government who is classified as

investment grade and other balances

are not significant;

iii. No hedge transactions

are entered into.

NZ IFRS 15 – Revenue from contracts

with customers

Addresses recognition of revenue from

contracts with customers. It replaces the

current revenue recognition guidance in NZ

IAS 18 Revenue and NZ IAS 11 Construction

Contracts and is applicable to all entities

with revenue. It sets out a five step model

for revenue recognition to depict the transfer

of promised goods or services to customers

in an amount that reflects the consideration

to which the entity expects to be entitled

in exchange for those goods or services.

The Group will apply this standard from the

Financial Year beginning 1 April 2018.

The Group has assessed that adoption of

NZ IFRS 15 from 1 April 2018 will have no

impact on the financial statements. Sales

are currently recognised when title and risk

transfer to the purchaser. For our sales that

is the same time control of the goods passes

to the customer. There are no performance

obligations past the point title transfers

except the obligations that exist for all

supplies of goods in that they must be fit

for purpose. All product is quality checked

before being supplied. Price continues to be

agreed prior to supply. Accordingly, the point

of revenue recognition remains the same

under NZ IFRS 15 as it was under NZ IAS 18.

NZ IFRS 16 – Leases

NZ IFRS is applicable to reporting periods

commencing on or after 1 January 2019.

Rental expense arises from the monthly

A$7,500 paid to Ure Lynam & Co. for use

of a fully serviced office- refer Note 22b.

This arrangement operated on a month to

month basis. Accordingly, this arrangement,

if classified as a lease, is a lease of no

more than 1 month duration and Truscreen

elects to treat this as a short-term lease

and not apply the recognition requirements

of NZ IFRS 16. As the Group has no other

arrangements that may be classified as

lease, the introduction of NZ IFRS 16 will

have no effect on the financial statements.

There are no other standards, amendments

or interpretations that are not yet effective

that would be expected to have a material

impact on the Group.

NOTE 2.

CRITICAL ACCOUNTING

ESTIMATES AND

JUDGEMENTS

The Company makes estimates and

assumptions concerning the future that

affects the amounts reported in the financial

statements. Estimates and judgments

are continually evaluated and based on

historical experience and other factors,

including expectations of future events

that are believed to be reasonable under

the circumstances. The estimates will, by

definition, seldom equal the related actual

results. The estimates and assumptions that

have a significant risk of causing material

adjustments to the carrying amounts of

assets and liabilities within the next financial

year are discussed below:

• Going Concern

Refer note 1 “a”

• Intangibles

The carrying value of intangibles include

acquired intellectual property and

development costs capitalised in accordance

with the accounting policy for research and

development.

The Directors tested the intangibles for

impairment, at the reporting date, by having

management prepare a series of cash flows

of the Group (the cash-generating unit),

based on the expectations about possible

variations in the amount or timing of those

cash flow, and the choice of a suitable

discount rate to calculate the present value

of those cash flows. Note 16 provides

detailed information about the valuation

techniques, inputs and key assumptions

used in the testing for impairment.

• Recognition of deferred

taxation assets

The benefit of deferred tax arising from tax

losses and temporary differences has not

been recognised as disclosed in Note 8.

NOTE 3.

PRINCIPAL

BUSINESS RISKS

The critical accounting estimates and

judgements noted above are subject to a

number of principal business risks relevant

to a business refining its product offering

and establishing sales channels.

Although the Directors have in place risk

management strategies to counter these

risks where possible, the Directors cannot

31
TruScreen Annual Report 2018

give any guarantee or assurance that the

strategies in place will fully mitigate or

remove the risks. The following, while not an

exhaustive list, outlines a number of business

risks which should be considered when

evaluating critical accounting estimates and

judgments:

Early Stage and Speculative Nature of

the Truscreen Business

Truscreen continues to be an early stage

business. Truscreen does not have any

fixed term contractual arrangements with

customers at this time and there are no

guaranteed recurring regular income streams

for the Truscreen business. While Truscreen’s

management has in place strategies and

plans to deliver sales matching the forecasts

relied upon for the impairment assessment

of intangibles, these strategies and plans

involving forecasts of future deliverables

and events inherently contain a degree of

material uncertainty. Our prospects must

be considered in light of the substantial

risks, expenses, uncertainties and difficulties

encountered by entrants into the medical

device industry, which is characterised by

increasingly intense competition and a high

failure rate. As a new business we have

minimal sales history and therefore we

currently operate at a loss. Our operating

losses may continue if anticipated sales are

not achieved.

Competition

Truscreen competes with numerous other

developers and suppliers of similar product

offerings and services, and the barriers

to entry for more competition are not

prohibitive. Competition from other service

providers is significant and changes in the

composition and extent of competitors has

the potential to present opportunities, and or

impact on Truscreen’s market share

and profitability.

Truscreen is susceptible to being overtaken

by other more established and larger

organisations if they aggressively expand and

integrate new technologies.

Furthermore, our competitors may succeed

in developing, either before or after the

development and commercialisation of

our products, devices and technologies

that permit more efficient, less expensive

non-invasive and less invasive cancer

detection. It is also possible that one or

more pharmaceutical or other health care

companies will develop therapeutic drugs,

treatments or other products that will

substantially reduce the prevalence

of cancers or otherwise render our

products obsolete.

Unsuccessful Marketing

We may not be able to generate sufficient

sales revenues to sustain our growth and

strategy plans.

Truscreen sets annual growth targets

which are reviewed regularly in the light

of prevailing market conditions. Despite

the best endeavours of Truscreen and its

distributors it is possible, that Truscreen’s

initiatives to market its offerings could fail

or not produce the projected levels, which

may have an adverse impact on the financial

position and performance of Truscreen.

Our products, which use different technology

or applies technology in different ways than

other medical devices, are new to the market.

As a result, adoption of our novel technology

may prove to be slower than our forecasts

predict.

Our products are based on new methods

of cancer detection. If our products do

not achieve significant market acceptance,

our sales will be limited and our financial

condition may suffer. Physicians and

individuals may not recommend or use our

products unless they determine that these

products are an attractive alternative to

current tests that have a long history of safe

and effective use.

To date, whilst Truscreen has established

a footprint in many international markets

our products have been used by a relatively

limited number of people. In particular, the

Indian market constitutes over 50% of the

forecast revenue growth. Failure to achieve

market penetration or obtain acceptability

of the product in India will have a direct

impact in the business model and success of

Truscreen globally. Few independent studies

regarding our products have been published

and this limits the speed of adoption of our

product by medical professionals. Truscreen

has plans in place to address this.

A number of competitors are currently

marketing traditional laboratory-based tests

for cervical cancer screening and diagnosis.

These tests are widely accepted in the

health care industry and have a long

history of accurate and effective use.

Many of our competitors have substantially

greater financial, research, technical,

manufacturing, marketing, and distribution

resources than we do and have greater name

recognition and lengthier operating histories

in the healthcare industry. We may not be

able to effectively compete against these and

other competitors.

Furthermore, if our products are not

available at competitive prices, health care

administrators who are subject to increasing

pressures to reduce costs may not elect to

purchase them. Also, a number of companies

have announced that they are developing, or

have introduced, products that permit non-

invasive and less invasive cancer detection.

Accordingly, competition in this area is

expected to increase.

Ongoing Regulatory Approvals

Ongoing compliance with good manufacturing

practice and other applicable regulatory

requirements will be strictly enforced in

many foreign countries through periodic

inspections by state and federal agencies,

including the CFDA, and in other international

jurisdictions by comparable agencies.

Failure to comply with these regulatory

requirements could result in, amongst other

things, warning letters, fines, injunctions, civil

penalties, recall or seizure of products, total

or partial suspension of production, failure

to obtain premarket clearance or premarket

approval for devices, withdrawal of approvals

previously obtained, and criminal prosecution.

The restriction, suspension or revocation of

regulatory approvals or any other failure to

comply with regulatory requirements would

limit our ability to operate and could increase

our costs.

In addition to these ongoing regulatory

approval risks there is also risk associated

with delayed regulatory approvals.

Truscreen’s continued growth will in part

depend upon regulatory approvals in

both new markets and for new products.

Unforeseen delays in the granting of these

new regulatory approvals would have a

negative effect upon Truscreen’s future

commercial success.

Third-party Reimbursement

In many countries, sales of medical products

are dependent, in part, on the ability of

consumers of these products to obtain

reimbursement for all or a portion of their

cost from third-party entities, such as

government and private insurance plans.

Reimbursement and healthcare payment

systems in international markets vary

significantly by country and include both

government-sponsored health care and

private insurance.

We may not be able to obtain approvals for

reimbursement from these international third-

party entities in a timely manner, if at all. Any

failure to receive international reimbursement

approvals could have an adverse effect on

market acceptance of our products in the

international markets in which approvals are

sought.

Any inability of patients, hospitals, physicians

and other users of our products to obtain

sufficient reimbursement from third-

party entities for our products, or adverse

32
TruScreen Annual Report 2018

changes in relevant governmental policies

or the policies of private third-party entities

regarding reimbursement for these products,

could limit our ability to sell our products on

a competitive basis.

We are unable to predict what changes will

be made in the reimbursement methods used

by third-party entities. Moreover, third-party

entities are increasingly challenging the

prices charged for medical products and

services, and some healthcare providers are

gradually adopting a managed care system

in which the providers contract to provide

comprehensive healthcare services for a

fixed cost per person.

Patients, hospitals and physicians may not be

able to justify the use of our products by the

attendant cost savings and clinical benefits

that we believe will be derived from the use

of our products, and therefore may not be

able to obtain third-party reimbursement.

Intellectual Property

Our success depends in large part upon

our ability to establish and maintain the

proprietary nature of our technology. If our

intellectual property is compromised or our

right or ability to manufacture our products

was to be limited, our ability to continue to

manufacture and market our products could

be adversely affected. In addition to patents,

we rely on trade secrets and proprietary

know-how, which we seek to protect, in

part, through confidentiality and proprietary

information agreements. The other parties

to these agreements may breach these

provisions, and we may not have adequate

remedies for any breach. Additionally, our

trade secrets could otherwise become

known to or be independently developed by

competitors.

Central to our business model are ongoing

sales of consumables which are expected to

form a significant part of the future revenue

of the business. The unique features of

the method of application and the method

of manufacture of these consumables is

protected both by patents and trade secrets.

One or more of the patents we hold for our

cervical cancer detection products may

be successfully challenged, invalidated

or circumvented, or we may otherwise be

unable to rely on these patents.

The medical device industry has been

characterised by extensive litigation

regarding patents and other intellectual

property rights.

The defense and prosecution of intellectual

property suits and related legal and

administrative proceedings are both costly

and time consuming. Moreover, we may

need to litigate to enforce our patents, to

protect our trade secrets or know-how,

or to determine the enforceability, scope

and validity of the proprietary rights of

others. Any litigation or interference

proceedings involving us may require us to

incur substantial legal and other fees and

expenses and may require some of our

employees to devote all or a substantial

portion of their time to the proceedings.

An adverse determination in the proceedings

could subject us to significant liabilities to

third parties, require us to seek licenses from

third parties or prevent us from selling our

products in some or all markets. We may not

be able to reach a satisfactory settlement of

any dispute by licensing necessary patents or

other intellectual property. Even if we reached

a settlement, the settlement process may

be expensive and time consuming, and the

terms of the settlement may require us to pay

substantial royalties.

An adverse determination in a judicial or

administrative proceeding or the failure to

obtain a necessary license could prevent us

from manufacturing and selling our products.

Manufacturing Risk

Truscreen business model relies upon the

outsourcing of manufacturing for single

use sensors (the consumable) to trusted

suppliers. Truscreen has plans in place to

expand the manufacturing capacity of our

supply network. However, there will always

be the risk that either the execution of these

plans is delayed or the force majeure may

limit or interrupt supply.

Difficulties we encounter in manufacturing

scale-up, or the failure of our suppliers

to maintain their manufacturing facilities

in accordance with good manufacturing

practice regulations, international quality

standards or other regulatory requirements

could result in a delay or termination of

production. Truscreen conducts reviews of all

its key suppliers to mitigate this risk.

Loss of Key Personnel

The Board of Truscreen believes that it has

assembled a quality executive team for the

current stage the business is at. Truscreen

has spent considerable time and effort in

bringing together individuals who have the

skills, experience and ability to work together

effectively to achieve superior results and

will continue to do so as the needs of the

business grow. In the normal course of

business, Truscreen faces the risk of losing

one or more of those individuals for a variety

of reasons. We face intense competition

for such qualified personnel, many of whom

are often subject to competing employment

offers. We may not be able to attract and

retain key employees when necessary, which

would limit our operations and growth.

This risk is mitigated by the depth of

experience of the Board of Directors and

executive team, and by having a team

structure to reduce exposure to any one

individual.

Liability

In the event that there are defects in the

products supplied by Truscreen, then

Truscreen may be potentially liable for claims

from those who may have been adversely

affected by such defects in the products.

Such an occurrence may adversely impact

upon the financial position and performance

of Truscreen.

We are insured for product liability. A

successful product liability claim or series

of claims brought against us that result in

an adverse judgment against or settlement

by us in excess of any insurance coverage

could seriously harm our financial condition

or reputation.

Exchange Rates

As Truscreen’s international revenue

increases with the deployment of its

international operations, Truscreen’s

exposure to shifts in foreign currency

cross rates to the Australian dollar will also

increase.

Consequently, in the event, for example, that

the Australian dollar appreciates against

the foreign currencies of the jurisdiction in

which Truscreen trades, then this will impact

adversely on the Australia dollar financial

performance of the Company.

Currently we are investigating the mitigation

of this risk by establishing assembly facilities

in key markets.

General Economic Conditions

The trading and financial performance of

Truscreen is influenced by a wide variety of

business and economic conditions which

affect the economy internationally including

interest rates, exchange rates, inflation,

commodity prices, government monetary,

fiscal and regulatory policies, consumer

spending patterns and the changes in

business and consumer confidence.

Factors such as inflation, currency

fluctuation, interest rates and the availability

of capital, supply and demand and industrial

disruption could impact on operating costs,

Truscreen’s future possible profitability and

the market price of its quoted securities.

These factors may be beyond the control of

Truscreen.

33
TruScreen Annual Report 2018

NOTE 4.

FINANCIAL RISK MANAGEMENT

In the normal course of business, the Group is exposed to a variety of financial risks including foreign

currency, interest rate, credit and liquidity risks. The Group’s overall risk management strategy focuses

on minimising the potential negative economic impact of unpredictable events on the Group’s financial

well-being.

Details of the significant accounting policies and methods adopted, including criteria for recognition and

the basis of measurement are disclosed in Note 1 Summary of Significant Accounting Policies.

The Group to date has not entered into any derivative financial instrument contracts. The Group does not

enter into derivative financial instruments for trading or speculative purposes.

The totals for each category of financial instrument are as follows:

Financial instruments by category

Note20182017

$$

Financial assets

Cash and cash equivalents111,212,4543,671,571

Loans and receivables

Research and development grant121,312,180791,791

Other receivable122,276-

Loan receivable1275,000-

Trade receivables subject to credit risk12-217,397

Total loans and receivables1,389,4561,009,188

Financial liabilities

Financial liabilities at amortised cost:

Trade and other payables17419,491644,587

Total financial liabilities at amortised cost419,491644,587

34
TruScreen Annual Report 2018

Market Risk

Foreign currency risk

Foreign currency risk is the risk that price changes from fluctuating exchange rates will reduce the

carrying amount of financial assets or increase the carrying amount of financial liabilities. The Group

operates internationally and is exposed to foreign exchange risk arising from various currency exposures.

Foreign exchange risk arises on certain cash and cash equivalents, receivables and liabilities denominated

in foreign currencies.

This risk is managed by placing contracts for supply of product in the same currency as the sales of those

products occur wherever possible.

The carrying amounts of the Group’s financial assets and liabilities denominated in currencies other than

the functional currencies expressed in $NZ at the reporting date are as follows:


AssetsLiabilities

2018201720182017

$$$$

USD438,1051,126,015-4,599

GBP 18,68817,004--

Sensitivity analysis

The following table details the Group’s sensitivity to a 10% increase or decrease in NZD against the

relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally

to key management personnel and represents management’s assessment of a reasonable possible

change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency

denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign

currency rates. A negative number below indicates a decrease in profit where NZD weakened 10% against

the relevant currency. For a 10% strengthening of NZD against the relevant currency, there would be an

equal and opposite impact on the profit, and the balances below would be positive.

Effect on profit after tax and equity: 10% weakening in NZD.


20182017

$$

USD35,048100,871

GBP1,4933,596

35
TruScreen Annual Report 2018

Interest rate risk

Interest rate risk arises on financial assets and financial liabilities recognised at the end of a financial

period whereby a future change in interest rates will affect future cash flows. The Group’s policy is to

deposit cash at floating rates or at fixed rates for periods of time of less than 6 months, to minimize

exposure to interest rate risk.

The Group is exposed to interest rate risk on cash flows through cash at bank which is earning interest at

a floating rate of:

- 1.50% of NZ$62,667 (2017: 1.50% of NZ$2,391,579) on cash held in AUD.

- 1.15% of NZ$643,281 (2017: 1.15% of NZ$353,822) on cash held in NZD.

- 0.50% of NZ$18,668 (2017: 0.50% of NZ$17,004) on cash held in GBP.

- Nil of NZ$438,105 (2017: Nil of NZ$908,618) on cash held in USD.

The interest rate risk on bank balances is minimal as the fluctuation of the prevailing market interest rate

is insignificant.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge its obligations and as a

result the Group will suffer financial loss.

With respect to credit risk arising from cash and cash equivalents there is limited credit risk. The credit

rating of cash at bank and term deposits are:

Credit rating – Standard and Poor’s

Note20182017

Cash at bank$$

S&P short term rating A-1+1,193,2543,654,019

S&P short term rating A-218,66817,004

111,211,9223,671,023

Details of the exposure to credit quality of receivables, the age of receivables that are past due and any

impairment are disclosed in Note 12 to the financial statements.

With respect to credit risk arising from accounts receivable, it is the Group’s policy to only enter into

agreements with parties who the Group assesses to be creditworthy. Accounts receivables balances are

monitored on an ongoing basis and overdue accounts are followed up on rigorously.

The maximum exposure to credit risk from trade receivables subject to credit risk as at 31 March 2018

amounted to nil (2017- $217,397) refer to Note 12.

A credit risk also arises in the Parent from a loan to its subsidiary – refer to Note 14 for details.

Minimal credit risk arises from the other receivable – research and development grant as this is receivable

a from the Australian Government.

The loan receivable of $75,000 is subject to credit risk but is secured against 750,000 Truscreen Limited

shares, and relates to an employee – refer to note 12&22.

36
TruScreen Annual Report 2018

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulties in meeting obligations associated with

financial liabilities that are settled by delivering cash or another financial asset.

The table below shows the maturity analysis for the contractual undiscounted cash flows for financial

liabilities:

Financial LiabilityCarrying amount

Total contractual

cash flows

Not later than

three months

Later than 3

months and not

later than 1 year

Group 2018$$$$

Trade and other payables419,491419,491419,491-

Financial LiabilityCarrying amount

Total contractual

cash flows

Not later than

three months

Later than 3

months and not

later than 1 year

Group 2017$$$$

Trade and other payables644,587644,587644,587-

The Company and Group manage liquidity risk by holding significant cash and cash equivalent assets.

(a) Fair value

The fair value of trade receivables, trade payables, loan receivable other receivables and cash and cash

equivalents approximate their carrying value due to the short term nature of these balances, and/or the

balances being subject to market interest rates and regular impairment tests.

(b) Capital risk management

There are no external capital requirements.

The Group and the Company’s objectives when managing capital are to safeguard their ability to meet

their liabilities as they fall due. It is intended to mainly rely upon capital to fund the business, rather than

borrowings, until the business develops a reliable sales history.

There were no changes in the Group’s approach to capital management during the year.

37
TruScreen Annual Report 2018

NOTE 5.

SEGMENT INFORMATION

The Group operates in one operating segment. It owns the rights to the Truscreen Cervical Cancer

screening system. The system comprises a medical device and process designed to detect the presence

in real time of precancerous and cancerous tissue on the cervix.

Revenues have been obtained from external customers (distributors) as follows:

20182017

$$

Information about products and services

Total Revenues from external customers804,062585,388

Information about geographical areas

Revenue from external customers by country of domicile:

New Zealand --

Foreign country:

Mexico100,036189,764

China563,042136,150

Russia60,67995,539

Iran-39,580

Turkey-29,130

Others80,30595,225

804,062585,388

The basis for attributing revenues from external customers to individual

countries is the location of the customer.

38
TruScreen Annual Report 2018

Note20182017

$$

Non-current assets other than financial assets by country in which the

entity holds those assets

Foreign country – Australia

Plant and equipment157,5368,275

Intangible assets168,944,8139,738,424

Total non-current non-financial assets8,952,3499,746,699

The following customers contributed more than 10% of the Group’s

revenue for the year ended 31 March 2018:

Domicile of Customer

20182017

$%$%

Mexico100,03612182,76432

China563,04270136,15023

Russia60,679895,53916

NOTE 6.

REVENUE

20182017

$$

Sales revenue - sale of goods 804,062585,388

Other income

R&D Grant1,354,075792,604

Interest received20,50617,598

1,374,581810,202

For further detail with regard to the research and development grant, refer to note 1(e).

39
TruScreen Annual Report 2018

NOTE 7.

EXPENSES

Note20182017

$$

Loss before income tax includes the following specific expenses:

Employee benefits expense

Wages and salaries1,051,924861,372

Staff superannuation – defined contribution plan7 a.105,84599,798

Provision for annual leave41,15618,234

Provision for long service leave22,700-

Directors fees25180,332185,000

Payroll tax17,3769,730

Share based payments – options20-88

1,419,3331,174,222

Administration and other operating expenses include:

Fees for audit of financial statements for the year ended 31 March 2018/year

ended 31 March 2017

78,90691,758

Other assurance services6,7031,500

Total remunerations of auditors85,60993,258

Amortisation of intangible assets16532,297523,346

Depreciation of Plant and Equipment153,6804,788

Total amortisation & depreciation535,977528,134

a. Truscreen Pty Limited is required, under Australian employment laws, to pay a prescribed portion of

each employee’s salary into a superannuation scheme.

40
TruScreen Annual Report 2018

NOTE 8.

INCOME TAX EXPENSE

20182017

$$

Loss for the year(4,168,792)(3,540,610)

Prima facie income tax saving using the applicable country’s tax rate (28% for NZ; 27.50% for

Aus.; 19% for UK)

1,147,0231,056,351

Expenses deductible for tax in the current period but expensed for accounting purposes in

prior periods /(not deductible for tax in the current period)

(106,160)(20,393)

Not recognised as a deferred tax asset(1,040,863)(1,035,958)

Income tax expense--

The amount of deductible temporary differences and unused tax losses

for which no deferred tax asset is recognised is as follows. These

amounts have no expiry date.

20182017

$$

Deductible temporary difference517,245135,655

Unused tax losses6,775,0275,109,814

Total7,292,2725,245,469

The deferred tax asset has not been recognised as the “probable” test that future assessable income

against which those losses can be offset in the countries where those losses have been incurred

cannot be satisfied.

NOTE 9.

ISSUED CAPITAL

2018201820172017

GroupNumber$Number$

Balance at beginning of the year of fully paid ordinary shares190,329,16621,800,585164,766,66617,840,460

Ordinary shares issued --

Share purchase plan5,609,375897,500--

Exercise of options – note 206,214,080621,408--

Options cost related to options exercised-155,352--

Shares issued via private placement25,562,5004,090,000

Share issue costs-(40,849)-(129,875)

Balance at 31 March202,152,62123,433,996190,329,16621,800,585

No particular number of shares are authorised. There is no par value of shares.

All issued ordinary shares carry equal rights in respect of voting and the receipt of dividends, and upon

winding up rank equally with regard to the Company’s residual assets.

41
TruScreen Annual Report 2018

Shares were issued during the:

a. current period:

i. i. via a share purchase plan to institutional and eligible investors (5,609,375 ordinary shares issued

at 16 cents per share); and

ii. via options being exercised (4,250,000 ordinary shares issued at 10 cents per share). Out of the

6,214,080 options exercised, 1,964,080 shares were registered after the year end on 16 April 2018

due to administration process of the Companies register that took 10 working days.

b. prior period:

private placement to institutional and eligible investors (25,562,500 ordinary shares issued

at 16 cents per share).

NOTE 10.

EARNINGS PER SHARE

20182017

Basic and Diluted loss per share:

Net loss attributable to shareholders(4,168,792)(3,540,610)

Weighted average number of ordinary shares on issue195,565,005165,256,906

Basic loss per share (cents) (based on weighted average number of shares on issue)(2.1)(2.1)

Options are anti-dilutive and reduce the loss per share.

NOTE 11.

CASH AND CASH EQUIVALENTS

20182017

$$

Cash on hand532548

Cash at bank1,211,9223,671,023

1,212,4543,671,571

Cash at bank is earning interest at a floating rate at the reporting date it ranged from 0% to 1.50%

(2017: 0% to 1.50%). Cash at bank is at call.

42
TruScreen Annual Report 2018

NOTE 12.

TRADE AND OTHER RECEIVABLES

20182017

$$

CURRENT

Other receivables

Research and development grant1,312,180791,791

Other2,276-

1,314,456791,791

Loan receivable75,000-

Trade receivables subject to credit risk-217,397

1,389,4561,009,188

No interest is charged on receivables.

Refer to Note 6 regarding income from the research and development grant.

The loan receivable is on commercial terms to assist an employee, Mr. Martin Dillon, in exercising options

to purchase 750,000 ordinary shares, interest is charged at 5.25% per annum and the loan is repayable

within 12 months.

The group normally allows an average credit period of 30 days to its trade customers. The aging analysis

of trade receivables past due but not impaired is as follows:

Consolidated Past Due but Not impaired

Group(Days Overdue)

20181 – 60 days60 – 90 days90 – 180 daysOver 180 daysTotal past due

Within Initial

Trade terms

$$$$$$

Other receivables-----1,314,456

Loan receivable-----75,000

-----1,389,456

20171 – 60 days60 – 90 days90 – 180 daysOver 180 daysTotal past due

Within Initial

Trade terms

$$$$$$

Other receivables-----791,791

Trade receivables18,07810,77264,57060,704154,12463,273

18,07810,77264,57060,704154,124855,064

As of 31 March 2018, no trade receivables were impaired and provided for.

No collateral is held over trade and other receivables.

43
TruScreen Annual Report 2018

NOTE 13.

INVENTORIES

20182017

$$

Finished goods at cost401,185467,527

There have been no impairment losses during the year.

NOTE 14.

INTERESTS IN SUBSIDIARIES

Subsidiaries are:

Name of Subsidiary

Principal Place

of Business

Ownership Interest held by the group

20182017

Truscreen Pty LimitedAustralia100%100%

Truscreen Ltd (UK)UK100%100%

TruScreen S. de R.L. de C.V. Mexico100%N/A

There are no restrictions on the Group’s ability to access or use assets and settle liabilities.

Truscreen Limited (NZ) has provided interest free unsecured loans, to Truscreen Pty Limited of

$12,224,457 (2017 $11,144,966). The loans were provided to fund the operations of Truscreen Pty Limited

These loans are repayable on demand but there is no intention to call upon the loans to be repaid until

Truscreen Pty Limited is in a position to do so. Truscreen Pty Limited will not be in a position to repay the

loans for at least the next year from the date of this report.

Principal Activities

Truscreen Pty Limited owns the rights to the Truscreen Cervical Cancer Screening System. The system

comprises a medical device and process designed to detect the presence in real time of precancerous

and cancerous tissue on the cervix.

Truscreen Ltd (UK) holds the CE mark of quality compliance and will only trade to the extent necessary

to satisfy the minimum requirement for value added tax registration in the United Kingdom and CE

certification. In 2018 TruScreen Ltd (UK) made no sales.

TruScreen S. de R.L. de C.V. is non-operating.

44
TruScreen Annual Report 2018

NOTE 15.

PLANT AND EQUIPMENT

Note20182017

$$

Plant and equipment at cost 20,76318,157

Accumulated depreciation(13,227)(9,882)

7,5368,275

Movements in the carrying amount for each class of plant and equipment are as follows:

20182017

$$

Opening net book value8,2756,951

Additions3,1106,355

Depreciation charge7(3,680)(4,788)

Foreign currency reserve movement(169)(243)

Closing net book value 7,5368,275

45
TruScreen Annual Report 2018

NOTE 16.

INTANGIBLE ASSETS

Note

Intellectual

Property

Development

cost

Total

$$$

Cost

Opening balance 1 April 20167,913,6472,969,10210,882,749

Net exchange differences arising on the translation of the financial

statements into the presentation currency

(106,941)(40,123)(147,064)

Balance as at 31 March 20177,806,7062,928,97910,735,685

Net exchange differences arising on the translation of the financial

statements into the presentation currency

(216,734)(81,315)(298,049)

Balance as at 31 March 20187,589,9722,847,66410,437,636

Accumulated Amortisation

Balance as at 1 April 2016(463,084)-(463,084)

Amortisation recognised during the period7(382,133)(141,213)(523,346)

Net exchange differences arising on the translation of the financial

statements into the presentation currency

(5,596)(5,235)(10,831)

Balance as at 31 March 2017(850,813)(146,448)(997,261)

Amortisation recognised during the period7(387,451)(144,846)(532,297)

Net exchange differences arising on the translation of the financial

statements into the presentation currency

30,2086,52736,735

Balance as at 31 March 2018(1,208,056)(284,767)(1,492,823)

Carrying amounts

Balance as at 31 March 20176,955,8932,782,5319,738,424

Balance as at 31 March 20186,381,9162,562,8978,944,813

Intellectual property acquired is carried at

cost less accumulated amortisation. Cost

was determined based on the Directors

assessment of fair value with reference to

Level 3 unobservable market inputs in the fair

value framework.

Intellectual property includes all intellectual

property rights in the Truscreen product,

including scientific and technical knowledge,

designs, copyright, plans, computer software,

financial modelling, patents, copyright,

formulae, processes, methods, inventions,

eligible layout rights, market knowledge and

all other intellectual property rights.

At reporting date 16 years and 8 months

useful life remained in use intangible

intellectual property assets.

Development costs consist mainly of costs

incurred to produce a new console for

Truscreen. The new console was available

for use on 1 April 2016. Amortisation

commenced from that date. At reporting date

18 years useful life remained on capitalised

development costs.

The Directors have undertaken a

comprehensive Impairment Review

(“Review”) of the intangible assets belonging

to the Company at the reporting date. This

Review has been undertaken in compliance

with NZ IAS 36 (‘IAS 36’) and its detailed

specifications with the assistance of an

independent consultant.

In undertaking this Review, the Directors have

considered alternative business valuation and

emerging technology valuation methodologies

which are commonly accepted for valuing

businesses in this sector, which are consistent

with NZ IAS 36 requirements for assessing the

recoverable amount and for businesses at the

same stage of development as Truscreen and

with the same characteristics.

The cash flow projections adopted for the

Review reflect the Directors considered

view of performance achievability and

their recognition that the cash flows of the

Group while in start-up phase are inherently

uncertain and subject to a number of risks as

outlined in Note 3 Principal Business Risks.

The projections relate to the markets in which

Truscreen is in the process of establishing

its business: principally China and India.

Achievement of projected results will be

impacted by timing and market scaling

aspects and the risks referred to above.

These factors have been catered for

by applying appropriate achievement

probabilities to the projections.

46
TruScreen Annual Report 2018

Key elements of the Review

• In compliance with NZ IAS 36 requirements,

the measurement of the recoverable

amount for the Truscreen cash generating

unit (“CGU”) has been based on using

a discounted free cash flow approach

(“DFCF”) to assess the value in use and

a revenue exit multiple (venture capital)

approach to assess a fair value from

a market participant perspective. The

latter also fulfils a fair value definition as

specified by NZ IFRS 13. The higher of the

values provided by using these approaches

has been considered to be the recoverable

amount in compliance with NZ IAS 36

requirements.

• The analysis indicates that the value in

use assessed using the DFCF approach

is higher than the value assessed using

a revenue exit multiple approach and the

sensitivity analysis is based on the DFCF

approach.

Discounted free cash flow

(“DFCF”) approach

Overview

• The DFCF approach forecasts future cash

flows explicitly for 5 years and assesses

a terminal value of the business at year

5. Gross amounts are firstly reduced to

recognise achievement probabilities and

the net amounts are discounted to present

values.

Key Inputs and Variables

• Cash flow projections over a 5 year period;

• Terminal growth rate of 2% (2017: 2%),

based on long term economic growth

prospects;

• Achievement probabilities: 60% in year

1 to 24% in year 5 (2017: 60% to 24%),

based on the nature of the Truscreen

business, which is yet to fully establish its

customer base and market footprint. These

probabilities recognise the implications of

deferred achievement of projected results

and dependence on achieving the previous

year’s performance;

• A range of WACC rates of between 13.4%

and 19.07% (average applied 16.24%)

(2017: 13.52% and 19.20%) to account

for time value of money and associated

risks. This is based on current market rates

adjusted for business and specific risks.

DFCF Approach Result

• Having applied the above inputs and

variables, the Directors have estimated

the value in use of the Truscreen CGU

at $27.7m (2017: $25.7m). The carrying

value of the CGU is $10.4m (2017:

$11.3m), including the carrying value of the

Intangible Assets of $8.9m (2017: $9.7m).

• Hence, the headroom based on the value in

use estimate is $17.6m (2017: $14.4m) and

there is no impairment loss.

• The value in use estimate is dependent

on the achievement of projected results in

the planned time period. Achievement of

projections could be impacted by various

factors such as technology changes,

market conditions, commercial factors,

regulations etc. and could have a material

impact on the estimated value in use.

There is significant market penetration

forecast from the Chinese and Indian

markets (over 50%) that is assumed in the

cashflow forecasts. Should the forecast

cash flows and underlying assumptions

of the Group not be achieved, actual cash

flows would vary from those forecasted

resulting in the potential impairment

of the Intangible Assets.

Revenue exit multiple approach

Overview

• The revenue exit multiple approach applies

a range of market revenue multiples to

the expected revenues in year 5. Gross

revenue amounts by year are firstly reduced

to recognise achievement probabilities,

to project the expected year 5 revenue

amount, and such amount is discounted to

present value.

Key Inputs and Variables

• Projected year 5 revenue;

• Achievement probabilities: 60% in year 1

to 24% in year 5 (2017: 60% to 24%), based

on the nature of the Truscreen business,

which is yet to fully establish its customer

base. These probabilities recognise the

implications of deferred achievement

of projected results and dependence on

achieving the previous year’s performance;

• An average WACC rate of 16.24% (2017:

16.36%), to account for time value of money

and associated risks. This is based on

current market rates adjusted for business

and specific risks;

• Revenue exit multiples of between 1.5 and

2.5 (2017: 1.5 and 2.5), based on observed

recent healthcare industry market data.

Revenue Exit Multiple Approach Result

• Having applied the above inputs and

variables, the Directors have estimated

the enterprise value of the Truscreen

CGU at $23.7m.

• This provides support for the DFCF

approach valuation estimate of $27.7m.

Sensitivity Analysis

• Under the DFCF approach, the value in use

hypothetically reduces to the carrying value

of $10.1m when either:

a) The probability of success reduced to

approximately 29% in the first year of

projection and 0% in the last year of

projection or

b) The post-tax WACC increased to

approximately 36%.

c) If Indian market does not achieve projected

revenue and only obtains 9% of the forecast

revenue over the 5 year period.

Review Conclusion

• The Directors have considered the

DFCF valuation estimate of $27.7m, the

headroom of $17.6m based on that value,

and the sensitivity analysis. They have

also considered the validation for the DFCF

valuation provided by the revenue exit

multiple valuation approach.

• The Directors have concluded that the

$8.9m carrying value of the Truscreen

Intangible Assets is not impaired as at

31 March 2018.

47
TruScreen Annual Report 2018

NOTE 17.

TRADE & OTHER PAYABLES

20182017

$$

CURRENT

Other payables and accruals419,491644,587

Other payables and accruals are interest free and payable generally on credit terms of 30 days from

receipt of goods or services.

NOTE 18.

EMPLOYEE LIABILITIES

20182017

$$

CURRENT

Employee liabilities 109,16272,605

NON-CURRENT

Employee liabilities 22,314-

131,47672,605

The current portion of employee liabilities represents accrued annual leave entitlements of employees.

As the Group does not have an unconditional right to defer the settlement of these amounts in the event

employees wish to use their leave entitlement they are classified as current liabilities.

The non-current portion of employee liabilities represents amounts accrued for long service leave

entitlements that have not yet vested as the employees have not yet completed the required

period of service.

NOTE 19. RESERVES

The foreign currency translation reserve records exchange differences arising on translation of Truscreen

Pty Ltd from AUD functional currency and Truscreen Ltd (UK) from GBP functional currency to the

presentation currency of the Group (NZD).

The share option reserve records items recognised as expenses on valuation of share options issued to

employees and directors but not yet exercised or lapsed.

48
TruScreen Annual Report 2018

NOTE 21.

CASH FLOW INFORMATION

Note20182017

$$

Reconciliation of cash flow from operations with loss after income tax

Loss for the period(4,168,792)(3,540,610)

Adjusted for:

Share based expense payment – employment expenses-88

Depreciation and amortization535,977528,134

Unrealised exchange difference arising from translating loss items

at the date of transaction and translating cash balances at year end rates

243,810(83,591)

Operating cash flows before working capital changes(3,389,005)(3,095,979)

(Increase)/Decrease in trade and other receivables(305,268)547,601

(Increase) in goods and services taxes recoverable(86,454)(6,789)

Decrease/(Increase) in prepayments64,59189,457

(Increase)/Decrease in inventory23,295(408,945)

Increase/(Decrease) in trade and other payables(95,221)303,453

(Decrease)/Increase in employee liabilities58,871(4,382)

Net cash to operating activities(3,729,191)(2,575,584)

NOTE 20.

SHARE BASED PAYMENTS – OPTIONS

A summary of the movements in share options issued are as follows:

2018201820172017

#$#$

Options premium on issue at start of period6,900,000172,8006,900,000172,800

Cost of options exercised and shares issued – note 9(6,214,080)(155,352)--

Options lapsed(535,920)(13,478)--

Options on issue and exercisable at the end of the period150,0003,9706,900,000172,800

All options had vested and were exercisable at 31 March 2017 and 31 March 2018.

Options are exercisable and were exercised as follows:

a. Exercise price –

• Each Option enables the holder to acquire one ordinary fully paid share in the Company upon the exercise of the Option and the payment

of the strike price for the Options.

• Options are issued at a strike price of 10 cents per Option, such that the holder may exercise the Option to subscribe for one ordinary

share in the Company at an issue price of 10 cents.

• Shares are issued not less than 10 days and not more than 15 days after payment of the strike price in respect of the options.

b. Contractual life –

• Contractual life – Options may only be exercised in the period commencing from the date of issue 8 October 2014, and ending on that date

48 calendar months from the date of their issue (6,750,000 had a life ending at 27 March 2018 and 150,000 at 8 October 2018).

c. Of the 6,214,080 options exercised, 1,964,080 shares were issued after year end - refer note 9.

49
TruScreen Annual Report 2018

NOTE 22.

RELATED PARTY

TRANSACTIONS

a. The Group’s main related parties

are as follows:

(i) Key management personnel:

Any person(s) having authority and

responsibility for planning, directing and

controlling the activities of the entity,

directly or indirectly, including any Director

(whether executive or otherwise) of that

entity, are considered key management

personnel.

For details of disclosures relating to key

management personnel, refer to Note 25 -

Key Management Personnel Compensation.

(ii) Other related parties:

Other related parties include entities over

which key management personnel have

joint control.

b. Transactions with related parties:

The following transactions occurred with

related parties

(i) Key management personnel:

Directors Mr Tim Preston, Mr Sean Joyce

and Mr Chis Horn each exercised options to

purchase 1,250,000 shares issued in prior

financial years at a strike price of 10 cents

per share.

A loan on commercial terms of $75,000 was

made to an employee, Mr Martin Dillon –

refer to note 12.

(ii) Other related parties

Prior to his appointment as a director,

Professor Jones was a member of the

medical advisory board. Professor Jones

was paid $2,009 for his services as a

member of the medical advisory board.

In the 2017 financial year Truscreen Ltd

engaged Mr. Chris Horn, who is a director,

to provide various consulting and advisory

services outside his duties as a board

member, for which he was paid a total of

$27,974. In the 2018 financial year except

for director fees, no payment was paid to

Mr. Horn.

Truscreen Ltd engaged Ure Lynam & Co, an

accounting practice of which a director, Mr.

Hunter, is a member, to provide accounting,

taxation, secretarial, consulting and advisory

services to the Group. Total fees paid by the

Parent and Group related to these services

were for accounting services $264,012

(2017: $153,549) of which $143,859(2017:

$66,761) was unpaid at 31 March and

included in accruals.

In addition, Ure Lynam & Co assisted in the

preparation of the Research & Development

Tax offset claim as well as various

consulting & advisory services, the cost of

which amounted to $62,015 (2017: $55,717)

of which $25,000 remained unpaid at March

31. The amount of $10,544 (2017: $9,669)

was paid for advice and services relating to

capital raising for the Share Purchase Plan.

Ure Lynam & Co provides Truscreen Pty

Limited a fully serviced office including

reception services at a monthly charge

of A$7,500. Total fees paid by the Group

related to these services were $97,471

(2017: $95,625).

All fees were payable on normal credit terms

– 30 days from invoice.

NOTE 23.

CONTINGENT

LIABILITIES

Truscreen systems are warranted to be free

from defects and to conform to product

descriptions and specifications for a period

of one year from the date of original delivery

of the Truscreen unit by the dealer or agent

to the customer. It is possible that outflows

in settlement could result from the warranty

provided.

As no history of warranty claims is available,

no reliable estimate can be made of future

warranty claims.

NOTE 24. EVENTS

SUBSEQUENT TO

REPORTING DATE

Subsequent to the 31 March 2018 Truscreen

completed the build of and commenced

operation of a facility to manufacture

the diagnostic opto-electric front end

component of its device. The total cost

of this facility is $150,000 not including

internal labor. The facility is a premise

occupied on a month to month basis at a

cost of $2,735.

Except for the above there have been

no events subsequent to reporting date

which would have a material effect on the

Company’s financial statements at 31

March 2018.

50
TruScreen Annual Report 2018

NOTE 25.

KEY MANAGEMENT PERSONNEL COMPENSATION

The totals of remuneration paid to key management personnel (KMP) of the Group during the period are as follows:

20182017

$$

Short-term employment benefits – Directors fees180,332185,000

Mr. Martin Dillon

Short-term employee benefits - Salary216,779222,969

Post employment benefits – Superannuation22,75523,405

Total employment benefits239,534246,374

Total419,866431,374

Mr. Dillon’s employment benefits were paid by Truscreen Pty Limited, a subsidy.

Directors fees were paid by Truscreen Limited.

The above was paid as directors’ fees to the directors of the parent entities as follows:

Directors feesTotal

$$

2018

Christopher Horn40,00040,000

Robert Hunter65,00065,000

Sean Joyce30,50030,500

Tim Preston21,50021,500

Chris Lawrence6,6676,667

Ron Jones16,66616,666

2017

Christopher Horn40,00040,000

Robert Hunter65,00065,000

Sean Joyce40,00040,000

Tim Preston40,00040,000

Directors’ and officers’ insurance cover is also provided by the Group.

51
TruScreen Annual Report 2018




BDO Auckland



INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF TRUSCREEN LIMITED


Opinion


We have audited the consolidated financial statements of Truscreen Limited (“the Company”) and

its subsidiaries (together, “the Group”), which comprise the consolidated statement of financial

position as at 31 March 2018, 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 a

summary of significant accounting policies.


In our opinion, the accompanying consolidated financial statements present fairly, in all material

respects, the consolidated financial position of the Group as at 31 March 2018, and its consolidated

financial performance and its consolidated cash flows for the year then ended in accordance with

New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”).


Basis for Opinion


We conducted our audit in accordance with International Standards on Auditing (New Zealand)

(“ISAs (NZ)”). 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 (Revised)

Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements. 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 Company or

any of its subsidiaries.


Material Uncertainty Related to Going Concern


We draw the shareholders’ attention to Note 1a. Going Concern, of the consolidated financial

statements, which indicates that the Group incurred a loss of $4,168,792 during the year ended 31

March 2018 and generated an operating cash flow loss of $3,729,191. As stated in Note 1a., these

along with other conditions indicate that a material uncertainty exists that may cast significant

doubt on the Group’s ability to continue as a going concern and that it may be unable to realise its

assets and discharge its liabilities in the normal course of business. 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, we do not provide a separate opinion on these matters. In addition to

the matter described in the Material Uncertainty Related to Going Concern section, we have

determined the matters described below to be the key audit matters to be communicated in our

report.





INDEPENDENT

AUDITOR’S REPORT

52
TruScreen Annual Report 2018

INDEPENDENT AUDITOR’S REPORT CONT.




BDO Auckland






Key Audit Matter How The Matter Was Addressed in Our Audit

Impairment assessment of definite life intangible assets



Intangible Assets of $8,945k are material and

significant to the financial position of the

Group. The carrying value of this balance is

considered to be a key audit matter, due to

the judgements involved in assessing the its

recoverable value during the impairment

assessment.


Given the principal business risks associated

with the Group and the industry in which it

operates, there is a risk that there could be a

material impairment to the intangible asset

balance.


As explained in Note 16, the Directors have

undertaken an impairment review, which has

involved their consideration of valuation

models developed by management and their

expert, applying both discounted free cash

flow and revenue exit multiple valuation

ap proaches. The models, and the resulting

valuation estimates, are inherently subjective.


The key estimates, assumptions and

judgements in the models are those relating to

future revenues, future operating costs, future

net cash flows, terminal growth rate,

achievement probability factors, a discount

rate applied to the future cash flows, and

revenue exit multiples.


Achievement of management’s revenue and

net cash flow projections, and the reliability of

the valuation estimates, are dependent upon

Truscreen successfully establishing its business

model and customer base.


Further disclosure regarding the Group’s

principal business risks and valuation processes

can be found in Note 3 and 16 respectively.

Our work to assess whether the Group should

recognise any impairment to the intangible

assets included ensuring the methodologies

adopted in the models were consistent with

accepted valuation approaches.


 We tested the calculations within the

valuation models and evaluated the resulting

valuation estimates.


 We assessed the reasonableness of the

assumptions underlying the revenue and net

cash flow projections included in the

valuation models.


 We engaged BDO valuation specialists to

assess the valuation methodologies and to

evaluate the reasonableness of key inputs.


 We assessed the change in key assumptions

(individually) that would be required for the

Truscreen Cash Generating Unit to be

impaired, and we considered the likelihood

of such a change in those assumptions

occurring.


 We assessed the business’ ability to scale

and meet forecasts.


As a further test we also assessed the Group’s

implied enterprise valuation with the most

recent capital raises undertaken by the Group.


There is some risk that an impairment

recognition may be required in the future if

the Group does not achieve the revenue and

net cash flow projections assumed in the

valuation model.













53
TruScreen Annual Report 2018




BDO Auckland




Key Audit Matter (cont.) How The Matter Was Addressed in Our Audit

(cont.)



Recognition and measurement of Research & Development (“R&D”) Grant


The Group has recognised $1,354k in R&D

Grant income and a corresponding $1,313k

receivable in its financial statements as at 31

March 2018.


The R&D Grant allows the Group to recover

43.5% of expenditure in cash from the

Australian Tax Authority ‘ATO’ in respect of

eligible expenditure incurred towards research

and development.


The R&D Grant is subject to pre-approvals on

the Group’s R&D activities from the ATO

before a claim can be made to recover a

portion of eligible R&D costs incurred.


The R&D Grant is material to the financial

statements and involves significant

management judgement to determine both the

nature of the costs incurred and their eligibility

to be claimed under the R&D Grant.


Further, this amount remains outstanding

subsequent to reporting date, and there is a

risk that the balance may not be approved, for

payment in full, by the ATO.

Our work to assess the measurement and

recognition R&D Grant receivable involved BDO

Australia reviewing the Group's entitlement to

the R&D Grant which was quantified and

applied for by the Group’s expert.


The R&D application was reviewed with the

associated activities and expenditure to assess

compliance with the ATO’s requirements.


We obtained evidence of the Group’s

successful Grant application and pre-approval

of R&D activities, awarded by the ATO.


We assessed the Group’s history in lodging and

receiving successful claims.


We discussed with the Group’s expert and

Management the processes taken to identify

eligible R&D expenditure and their expectation

in respect of the Grant’s approval and

recoverability.



Information Other than the Consolidated Financial Statements and Auditors Report


The directors are responsible for the Annual Report, which includes information other than the

financial statements and auditor’s report.


Our opinion on the consolidated financial statements does not cover the other information and we

do not express any form of audit opinion or assurance conclusion on the other information.


In connection with our audit of the consolidated financial statements, our responsibility is to read

the other information and, in doing so, consider whether the other information is materially

inconsistent with the consolidated financial statements or our knowledge obtained in the audit or

otherwise appears to be materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report

that fact. We have nothing to report in this regard.


Directors’ Responsibilities for the Consolidated Financial Statements


The directors ar e responsible on behalf of the Group for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS, 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.




INDEPENDENT AUDITOR’S REPORT CONT.

54
TruScreen Annual Report 2018




BDO Auckland




In preparing the consolidated financial statements, the directors ar e responsible on behalf of the

Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable

(refer note 1.a), matters relating 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 consolidated 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 aggregate, they could reasonably be expected to influence

the decisions of users taken on the basis of these consolidated financial statements.


A further description of our responsibilities for the audit of the financial statements is located at

the External Reporting Board’s website at: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/


This description forms part of our auditor’s report.


Who we Report to


This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state 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 the Company’s shareholders, as a

body, for our audit work, for this report or any of the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is David

O’Connor.



For and on behalf of:





BDO Auckland

Auckland

31 July 2018




INDEPENDENT AUDITOR’S REPORT CONT.

55
TruScreen Annual Report 2018

56
TruScreen Annual Report 2018

CORPORATE

GOVERNANCE

STATEMENT

GOVERNANCE

The Board and Executive

of the Company

are committed to

conducting TruScreen’s

business ethically and

in accordance with high

standards of corporate

governance.

The Board and Executive of

the Company are committed

to conducting TruScreen’s

business ethically and in

accordance with high standards

of corporate governance.

The Board has agreed to

regularly review the Company’s

governance structures and

processes to ensure they are

consistent both in form, and in

substance, with best practice

and meet the requirements of

being a listed company of the

New Zealand Stock Exchange.

The primary objective of the

Board is to build long-term

shareholder value with due

regard to other stakeholder

interests. It does this by guiding

strategic direction and context

and focusing on issues critical

for its successful execution.

TruScreen’s Board Charter sets

out the governance principles,

authority, responsibilities and

membership and operation of

the Board of Directors. This

governance statement outlines

the main corporate governance

practices as at March 31, 2018.

COMPLIANCE

The company seeks to

follow the best-practice

recommendations for listed

companies to the extent that

it is appropriate to the size

and nature of TruScreen’s

operations.

The best practice principles

which the Company considers in

its governance approach are the

New Zealand Exchange (NZX)

NZAX Listing Rules relating

to corporate governance, the

New Zealand Exchange (NZX)

Corporate Governance Best

Practice Code, and the Financial

Market Authority’s Corporate

Governance Principles and

Guidelines (collectively the

“Principles”).

The structure of this section

of the Annual Report reflects

the requirements of the FMA’s

Guidelines. The Board’s view is

that the Company’s corporate

governance principles, policies,

and practices do not materially

differ from best practice

‘Principles’.

The Company’s constitution, the

Board and Committee Charters,

codes and policies referred to

in this section are available on

request or can be viewed on our

website at www.truscreen.com.

GOVERNANCE

PRINCIPLES AND

GUIDELINES

PRINCIPLE

1 – ETHICAL

STANDARDS

Directors observe and foster

high ethical standards.

The Company expects its

Directors, Officers, and

57
TruScreen Annual Report 2018

Employees to act legally, to maintain high

ethical standards, and to act with integrity

consistent with TruScreen’s policies, guiding

principles and values. A Code of Ethics sets

out these standards for Directors.

The Company has adopted policies to

ensure it maintains high standards of

performance and behaviour when dealing

with the Company’s customers, suppliers,

shareholders and staff. Specific policies are

in place relating to the environment, Privacy

Act requirements, confidentiality of company

information, conflicts of interest, complaints

from stakeholders and trading in

company securities.

Conflicts of Interest

Directors are expected both individually

and collectively to act in accordance with

TruScreen’s Directors’ Code of Ethics and to

restrict involvement in other businesses that

would likely lead to conflicts of interest. The

Board maintains an Interest Register.

Where conflicts of interest arise, the Board

policy is for the conflicted Director(s) to

advise the Board and to absent themselves

from the relevant discussions and

related voting.

Trading in TruScreen Securities

On a continuing basis, the Board considers

whether any matters under consideration

are likely to materially influence the present

or future market expectations of the

Company, including the share value. It then

determines whether or not there continues

to be an ‘open window’ for share trading by

Directors or Officers of the Company. The

policy is for a specific declaration in respect

of this matter to be made as appropriate.

All proposed transactions need to be

approved in line with the company’s Security

Trading Policy.

PRINCIPLE 2 - BOARD

COMPOSITION AND

PERFORMANCE

There is a balance of independence, skills,

knowledge, experience and perspective

among Directors that allows the Board to

work effectively.

Board Size and Composition

The Board is comprised of Directors with a

mix of qualifications, skills and experience

appropriate to the Company’s current

business. As at March 31, 2018 there were 4

Directors on the board. From 1 June, 2018,

post period end, there are now 5 Directors

on the Board, all of whom act in a non-

executive role. The Constitution provides for

the Directors annually to elect one of their

number as Chairperson of the Board.

A biography of each Board member is set

out separately in the annual report and on

the website.

The board also regularly reviews its

composition to ensure it has the right

skill set and composition to maximise the

company’s performance, opportunities and

strategic direction.

Independence of Directors

For a Director to be considered to be

independent the fundamental consideration

in the opinion of the Board is that the

Director be independent of the Executive and

not have any relationship that could, or could

be perceived, to interfere materially with the

Director’s exercise of his/her unfettered and

independent judgment.

The matters that the Board considers in

determining director independence are

specified in the Board Charter. Having

considered these matters and the

composition of the Board, the Company

considers the Directors hold an appropriate

mix of skills, expertise and independence.

The TruScreen Board has reviewed which of

its Directors are deemed to be independent

in terms of NZX Listing Rules and has

determined as follows:

Independent Directors: Chris Horn,

Ron Jones, and Marie Ficarra

*

;

Non Independent Directors because of

disqualifying relationships: Robert Hunter

and Chris Lawrence.

The Board therefore determines that the

Board of TruScreen is comprised of an even

mix of Independent and Non Independent

Directors. Further, the Chairs of the

Audit, Finance & Risk Committee and the

Remuneration & Nomination Committee are

independent directors.

In terms of the NZAX listing rules, both

Ronald Jones and Chris Lawrence are

ordinarily resident in New Zealand.

Responsibilities of the

Board and Executive

The business and affairs of the Company

are managed under the direction of the

Board of Directors on behalf of shareholders.

The Board’s responsibilities include:

- appoint the Chief Executive Officer and

monitor his/her performance;

- approval of the Company’s objectives

and values;

- active engagement in strategic direction

formulation and review;

- approval of appropriate Company

strategies and transactions involving

merger, acquisition or divestment or other

transactions of a material nature;

- review and approval of the Company’s

budgets and business plans and

monitoring of progress;

- review of key risk identification processes

and systems and monitoring the

management of risks;

- approval and review the overall policy

framework within which the business

of the Company is conducted including

remuneration, financial reporting,

compliance, effective internal controls,

treasury management, insider trading, and

market disclosure;

- monitor Management’s performance with

respect to these matters; and

- communicating and reporting to

shareholders.

Responsibility for the day-to-day operations

and administration is delegated by the

Board to the Chief Executive Officer and the

Senior Executive team. These delegations

have been reviewed again in the last three

months.

Appointment and Retirement

of Directors

At each annual meeting at least one third of

the Directors (or the nearest whole number

– which at the current time is one director)

retire by rotation and are eligible to apply for

re-election at the annual general meeting,

along with any appointments made since the

previous annual meeting.

The company does not pay retirement

benefits to any Director on retirement.

*Appointed 1 June, 2018 - Post Period End

58
TruScreen Annual Report 2018

Board Processes

The Board has a regular meeting schedule complemented by regular electronic and telephone communication. There were 11 Board meetings

during the 12 month period ending 31 March, 2018. All Directors were available for and attended all Board Meetings during the 12 month period

ending 31 March, 2018. In addition to the formal Board Meetings and conference calls, there are a number of official decisions decided by circular

resolution and a number unofficial discussions amongst Directors.

Robert HunterSean JoyceChris HornTim PrestonRon JonesChris Lawrence

EligibleAttendedEligibleAttendedEligibleAttendedEligibleAttendedEligibleAttendedEligibleAttended

Full Board1111661111445544

Audit Committee11442211

Remuneration Committee1111

PRINCIPLE 3 –

BOARD COMMITTEES

The Board uses committees where this

enhances the effectiveness in key areas

while retaining board responsibility.

The Board operates 2 Committees to assist

in the execution of the Board’s duties – the

Remuneration and Nomination Committee

and the Audit, Finance & Risk Committee.

Each Committee has a specific Charter.

Committee members are appointed from

members of the Board and membership is

reviewed on an annual basis. All matters

determined by committees are submitted

to the full Board as recommendations for

Board decision.

Remuneration and

Nomination Committee

The Remuneration and Nomination

Committee comprises of Chris Horn, Robert

Hunter and Martin Dillon. The Committee

recommends the remuneration policies

and packages, including performance

incentives for the Chief Executive Officer

and the Senior Executive team. Independent

advice is obtained as appropriate in regard

to remuneration levels and packages.

Additionally the Committee reviews: the

performance of the Chief Executive Officer;

succession planning for the Senior Executive

team; succession planning for the Board; risk

and compliance monitoring in relation to the

human resources function of the Company;

and the Company’s performance in respect of

responsible governance.

This Committee is also responsible for

establishing and monitoring remuneration

policies and guidelines for Directors which

enable the Company to attract, retain and

motivate Directors to contribute to the

successful governing of the Company and

create value for shareholders. External advice

is considered in setting the Directors’ fees

which in aggregate are approved

by shareholders.

The committee is also responsible for

reviewing and ensuring compliance to all

Health & Safety policies within the company

to make sure all employees, contractors and

visitors are operating in a safe environment.

This Committee met once during

the 12 months to March 31, 2018.

The Committee was satisfied that the

Company, and the CEO, had implemented and

continued to enforce a culture of Health and

Safety compliance with all regulations in the

countries in which the Company operates.

Audit, Finance & Risk Committee

The Audit, Finance & Risk Committee

comprises of Chris Horn, Ron Jones and

Martin Dillon. The role of the Committee is to

review the annual audit process, the financial

and operational information provided to

the stakeholders and others, to monitor

the management of business risk to the

organisation, and review the framework of

internal control and governance which the

Executive and the Board have established.

The Chief Executive Officer and Chief

Financial Officer regularly attend meetings.

The Audit, Finance & Risk Committee

met four times during the 12 months to

31 March, 2018.

The Audit, Finance & Risk Committee also

communicate with the Company’s external

auditors as and when deemed necessary by

the Committee.

PRINCIPLE 4 –

REPORTING AND

DISCLOSURE

The Board demands integrity both in financial

reporting and in the timeliness and balance

of disclosure on entity affairs.

The Company is committed to ensuring

integrity and timeliness in its financial

reporting and in providing information to the

market and shareholders which reflects a

considered view on the present and future

prospects of the Company.

Financial Reporting

The Audit, Finance & Risk Committee

oversees the quality and integrity of external

financial reporting including the accuracy,

completeness and timeliness of financial

statements.

It reviews half-yearly and annual financial

statements and makes recommendations

to the Board concerning accounting

policies, areas of judgment, compliance

with accounting standards, NZX and legal

requirements, and the results of the

external audit.

Management accountability for the

integrity of the Company’s financial reporting

is reinforced by the certification from the

Chief Executive Officer and Chief Financial

Officer in writing that the Company’s financial

report presents a true and fair view in all

material aspects.

Timely and Balanced Disclosure

Continuous disclosure obligations of NZX

and the NZAX market require all listed

companies to advise the market about any

material events and developments as soon

as the Company becomes aware of them.

The Company has policies and a monitoring

program in place to ensure that it complies

with these obligations on an on-going basis

and ensures timely communication of

material items to shareholders through NZX

or directly as appropriate.

59
TruScreen Annual Report 2018

PRINCIPLE 5 –

REMUNERATION

The remuneration of Directors and

Senior Executives is transparent, fair,

and reasonable.

Making sure team members get the rewards

they deserve is the responsibility of the

Remuneration and Nomination Committee,

a committee of the Board. The Committee

makes recommendations to the Board on

salaries and incentive programs and more

widely on human resource and people

management issues.

Non-Executive Directors’

Remuneration

The fees payable to the Non-Executive

Directors are determined by the Board

within the aggregate amount approved by

shareholders. The Board considers the advice

of independent remuneration consultants

when setting remuneration levels. As at 31

March, 2018 the Directors’ fee pool limit was

NZ$185,000. Following the appointment of

a 5th Director, post period end, the current

Directors’ fee pool limit is NZ$225,000.

Senior Executive Remuneration

The objective of the Senior Executive

remuneration approach is to provide

competitive remuneration aimed at: aligning

executives’ rewards with shareholders’

value; achieving business plans and

corporate strategies; rewarding performance

improvement; and retaining key skills

and competencies.

Senior Executives’ remuneration is made

up of: Salaries and Options as approved

by the Board plus industry standard leave

entitlements.

Staff Remuneration

All staff other than Senior Executives are

remunerated by salary plus industry standard

leave entitlements. Currently no staff qualify

to participate in a long term executive share

scheme plan.

PRINCIPLE 6 – RISK

MANAGEMENT

The Board regularly verifies that the entity

has appropriate processes that identify and

manage potential and relevant risks.

Business Risks

The Company has in place a risk

management register to identify and address

areas of significant business risk. The

Company maintains insurance policies that

it considers adequate to meet the insurable

risks of the Company and Group. Exposure

to any foreign exchange risk is managed

in accordance with policies laid down by

the Directors.

The Chief Executive Officer and Senior

Executive team are required to identify the

major risks affecting the business and to

develop strategies to mitigate these risks.

Where significant risks are identified, the

policy is for the Board to be advised and

to discuss, and for the Senior Executive

to undertake prompt corrective action to

mitigate and monitor the risk in line with

established policies.

Health and Safety

The CEO acts as the Health and Safety Co-

ordinator and reports to the Remuneration

and Nomination Committee on Health and

Safety issues. The Committee works with

the CEO to identify workplace hazards and

monitor and review compliance with the

Company’s documented occupational health

and safety policies and procedures. Health

and Safety reviews are routinely dealt with by

the Board.

Chief Executive and

Chief Financial Officer Assurance

The Chief Executive Officer and Chief

Financial Officer have provided the Board

with written confirmation that the Company’s

financial statements are founded on a

sound system of risk management and

internal compliance and control; and that all

such systems are operating efficiently and

effectively in all material respects.

Risk Monitoring

The Audit, Finance & Risk Committee reviews

the Company’s risk management policies

and processes and the Senior Executive

provides an updated risk assessment profile

to each meeting of the Audit, Finance &

Risk Committee. The Remuneration and

Nomination Committee reviews human

resource management risks.

PRINCIPLE 7 –

AUDITORS

The Board ensures the quality and

independence of the external audit process

Independence

To ensure the independence of the

Company’s external auditor is maintained, the

Board has agreed the external auditor should

not provide any services not permitted under

International Federation of Accountants

regulations. This is monitored by the Audit

& Risk Committee.

External Auditor

TruScreen’s external auditor is BDO. BDO

was re-appointed by shareholders at the

September 21, 2017, meeting in accordance

with the provisions of the Companies Act

1993 (Act).

BDO will be invited to attend this year’s

annual meeting and will be available to

answer questions about the audit process,

TruScreen’s accounting policies and the

independence of the auditor.

PRINCIPLE 8 –

SHAREHOLDER

RELATIONS

The Board fosters constructive relationships

with shareholders that encourage them to

engage with the company.

The Board aims to ensure that all

shareholders are informed of all information

necessary to assess the Company’s strategic

direction and performance. They do this

through a communication strategy

which includes:

- periodic and continuous

disclosure to NZX;

- information provided to media and

briefings to major shareholders;

- half yearly and annual reports;

- regular investor updates;

- the annual shareholders meeting which is

conducted in a very open manner in which

a range of questions are considered;

- the Company’s website

An updated view of the Company’s strategic

direction is a key presentation at the

annual meeting to encourage shareholder

understanding of; and support of, the

Company’s strategies and goals.

PRINCIPLE 9 -

STAKEHOLDER

INTERESTS

The Board respects the interests of

stakeholders within the context of the

Company’s ownership type and its

fundamental purpose.

TruScreen aims to manage its business in

a way that will produce positive outcomes

for all stakeholders including the public,

customers, staff, shareholders and suppliers.

The Company is strongly committed to acting

in a socially responsible manner with all

stakeholders, including the wider community.

The Company’s commitment is shown by

specific activities described in the

Annual Report.


60

TruScreen Annual Report 2018

STATUTORY

INFORMATION

ENTRIES RECORDED IN THE INTERESTS REGISTER

Particulars of entries in the interest registers of the Parent made

during the period from 1 April 2017 to 31 March 2018 are as follow:

a) Directors’ indemnity and insurance

The Parent has insured all of its Directors and the Directors of its

subsidiaries against liabilities to other parties (except the Parent

of a related party of the Parent) that may arise from their positions

as Directors. The insurance does not cover liabilities arising from

criminal actions.

b) Directors’ interests in entities

Directors disclosed interests in the following entities pursuant

to section 140 of the Companies Act 1993 during the year ended

31 March 2018:

NameCompanyInterest

Hunter, Robert Ure Lynam & CoDirector

Ure Lynam Financial Services Pty LtdDirector

Consolidated Nominees Pty LtdDirector

Lawrence,

Christopher

Brown's Island HoldingsDirector

Timothy PrestonBetalert LimitedDirector

CM Partners LimitedDirector

Coffee Express LimitedDirector

Sean JoyceCM Partners LimitedDirector

Connaught Trust Limited Director

Connemara Capital Limited

Director

Connemara Consulting LimitedDirector

CSM Group LimitedDirector

East Investments Limited Director

Excalibur Capital Nominee

Company Limited

Director

Excalibur Capital Partners LimitedDirector

FGI Capital LimitedDirector

Holland Park LimitedDirector

Mounterowen LimitedDirector

North Investments LimitedDirector

NZF Group Limited Director

T B Trust Limited 20 Director

TTL LimitedDirector

Wilary NZ LimitedDirector

NZ Windfarms Limited Director

Blackwell Global Holdings LtdDirector

Best Start Early Childcare LtdDirector

Selector Group LtdDirector

DIRECTORS’ REMUNERATION

The total of remuneration and the value of other benefits received

by the directors from the company and group during the accounting

period is as follows:

DirectorDirectors Fee

Robert Hunter$65,000

Christopher Horn$40,000

Sean Joyce$30,500

Tim Preston$21,500

Ron Jones$16,666

Christopher Lawrence$6,667

EXECUTIVE EMPLOYEES REMUNERATION

Five employees of the Parent, not being directors of the Parent,

during the period ended 31 March 2018, received remuneration and

other benefits in their capacity as employees, the value of which was

or exceeded $100,000 per annum.

The number of such employees or former employees in brackets

of $10,000 was:

Employee remunerationNumber of employees

100,000 – 109,9991

150,000 – 159,9993

230,000 – 239,9991


61

TruScreen Annual Report 2018

DIRECTORS’ SHAREHOLDING

Directors held relevant interests in the following equity securities

as at 31 March 2018:

Director

Number of

ordinary shares

Nature of Relevant

Interest in Ordinary

Shares

Robert Hunter39,602,400Beneficial

Christopher Lawrence20,000,000Beneficial

Christopher Horn1,550,000Beneficial

Refer to note 20 in the financial statements for details of options issued.

CREDIT RATING

The company does not currently have an external credit rating status

DONATIONS

The company made no donations during the accounting period

DIRECTORS

The persons who held office as Directors of the Parent as at 31

March 2018 are Christopher Horn, Robert Hunter, Ronald Jones and

Christopher Lawrence.

Timothy Preston ceased to hold office as a director on 21 September

2017 and was replaced by Ronald Jones on 17 October 2017.

Sean Joyce resigned as a director on 19 December 2017 and was

replaced by Christopher Lawrence on 21 December 2017.

The following persons held office as Directors of subsidiary

companies as at 31 March 2018

- TruScreen Pty Ltd:

Christopher Horn and Robert Hunter

- TruScreen Ltd (UK):

Christopher Horn, Martin Dillon and Tristan Kirchner

- TruScreen S de R.L de C.V.:

Christopher Horn and Robert Hunter

No person ceased to hold office of a subsidiary during the period

ended 31 March 2018.

REMUNERATION OF AUDITORS

– FINANCIALS OF FY18

The following amounts are payable to the Company’s auditors for the

accounting period.

Auditor’s remunerationAmount

Fees for the audit of financial

statements for the year ended

31 March 2018/period ended

31 March 2017

$78,906

Other assurance services$6,703

Total$85,609

No other fees were payable to the company’s auditor.

62
TruScreen Annual Report 2018

63
TruScreen Annual Report 2018

CORPORATE

DIRECTORY

DIRECTORS

Robert Hunter

Sydney, New South Wales,

Australia

Christopher Horn

Sydney, New South Wales,

Australia

Ronald Jones

Remuera, Auckland,

New Zealand

Christopher Lawrence

St Heliers, Auckland,

New Zealand

Marie Ficarra,

Sydney, New South Wales,

Australia

REGISTERED OFFICE

C/- HLB Mann Judd Limited,

Level 6, Equitable House

57 Symonds Street, Grafton,

Auckland, New Zealand

AUDITOR

BDO Auckland

Level 4, BDO Centre

4 Graham Street

Auckland 1010

New Zealand

SHARE REGISTRAR

Link Market Services

PO Box 91976, Auckland 1142, New Zealand

Level 11 Deloitte Centre,

80 Queen Street, Auckland 1010,

New Zealand

Investor enquiries: 09 375 5998

Investor email: enquiries@linkmarketservices.co.nz

Website: www.linkmarketservices.co.nz

C/- HLB Mann Judd Limited,
Level 6, Equitable House

57 Symonds Street, Grafton,

Auckland, New Zealand

e: info@TruScreen.com

t: +61 2 9262 4644

www.TruScreen.com

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.