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Truscreen 2019 Annual Report

Annual Report30 June 2019TRUIndustrials

2019 ANNUAL
REPORT

CORPORATE DIRECTORY
DIRECTORS

Con Hickey

Parnell, Auckland,

New Zealand

Anthony Ho

Sydney, New South Wales

Australia

Christopher Horn

Sydney, New South Wales,

Australia

Robert Hunter

Sydney, New South Wales,

Australia

Ronald Jones

Remuera, Auckland,

New Zealand

Christopher Lawrence

St Heliers, Auckland,

New Zealand

REGISTERED OFFICE

C/- HLB Mann Judd Limited,

Level 6, Equitable House

57 Symonds Street, Grafton,

Auckland, New Zealand

NZX Code : TRU

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

3
TruScreen Annual Report 2019

CONTENTS

Chairman’s Letter ______________________________________________________________________________ 4

FY19 Financial Performance ___________________________________________________________ 5

Operations Report ______________________________________________________________________________ 6

Directors’ Report _______________________________________________________________________________ 12

The TruScreen Technology ____________________________________________________________ 19

Shareholder Information

________________________________________________________________ 20

Financial Statements and Auditor’s Report _________________________________ 21

Corporate Governance Statement _________________________________________________

53

4
TruScreen Annual Report 2019

CHAIRMAN’S

LETTER

Dear Shareholder,

The 2019 financial year was

one of significant progress for

TruScreen. Our endeavours

over many years are now

being realised, with TruScreen

increasing its presence in

existing markets, expanding

into new markets and gaining

recognition from international

organisations including the World

Health Organisation.

TruScreen aims to improve the

wellbeing of women with the

latest technology in cervical

cancer screening and providing

real-time, accurate detection of

pre-cancerous and cancer cells.

In FY2019, we remained

focused on the

commercialisation of our

proprietary electro-optical

technology, which is distributed

in over 30 countries.

China remains our primary

focus. Since commencing

large-scale evaluations with

The Women’s and Children’s

Division of the Centre for

Disease Control and the China

Obstetrics and Gynaecology

Association, we have increased

the Company’s presence in

China. Demand in China has

grown throughout FY2019, with

further device installations and

stronger Single Use Sensor

(SUS) pull through.

We have also expanded our

global distribution outside of

China. In particular, we have

grown our presence in the

African and Russian markets,

establishing our African HIV

initiative and new distribution

deals, and expanded into the

Middle East, gaining product

registration in Saudi Arabia

and Israel.

The outlook for FY2020 is

positive. The Company will

continue to focus on building

its presence in China and

strengthening its international

distribution in low and middle-

income countries (LMIC’s)

through strong relationships

and partnerships with

hospitals, governments and

non-government organisations.

TruScreen recently received

recognition from UNITAID, the

World Health Organisation

and the Clinton Health Access

Initiative for its ability to provide

point-of-care screening services

in these countries.

As advised at the 2018 AGM, we

are investigating listing on the

Australian Securities Exchange

(ASX), with a view to enhancing

value for all shareholders.

I would like to thank my fellow

Board members, CEO Martin

Dillon and the wider TruScreen

team for their commendable

work in FY2019. We look

forward to building on this

success and continuing to grow

shareholder value in FY2020.

To our shareholders, we

appreciate your ongoing

support as we look forward to

the year ahead.

Tony Ho

Chairman

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TruScreen Annual Report 2019

FINANCIAL RESULTS

DIRECTORS AND MANAGEMENT

NZ DollarsFY19FY18FY19:FY18

Sales1,862,949 804,062 132%

Other Revenue1,241,202 1,374,581 -10%

Total Revenue3,104,151 2,178,643 42%

Net Loss(3,380,454)(4,168,792) 19%

Net cash outflow from operating activities(2,678,321) (3,729,191) 28%

Cash and Cash Equivalents1,737,775 1,212,454 43%

Chris Lawrence

Non-executive Director

Tony Ho

Chariman

Robert Hunter

Non-executive Director

Con Hickey

Non-executive Director

Christopher Horn

Non-executive Director

Martin Dillon

CEO

Professor Ronald

William Jones

CNZM

Non-executive Director

Guy Roberts

CFO/Co Sec

6
TruScreen Annual Report 2019

OPERATIONS REPORT

EXECUTIVE SUMMARY

Throughout FY2019, TruScreen

continued to focus on

strengthening its presence in

previously established commercial

markets and expanding into

new regions. Major progress

was made on both fronts. The

Company signed new distribution

agreements in key markets and

gained regulatory approval in

new regions.

TruScreen continued to build its global

distribution, to over 30 countries in key

markets. This growth was a result of local

distributor strategies, public health initiatives

and partnerships with Non-Government

Organisations and Government agencies.

In China, TruScreen grew its market presence

across the provinces and began working

with The Women’s and Children’s Division

of the Centre for Disease Control (CDC) and

with the China Obstetrics and Gynaecology

Association (COGA).

TruScreen continued to build its global

presence outside of China, developing a

HIV Initiative and commencing work with

the National Aids Council of Zimbabwe.

TruScreen also gained regulatory approval in

the Middle East and signed new distribution

deals in Russia and the Middle East.

TruScreen also commissioned a new

pilot manufacturing plant to improve

operating efficiencies.

In FY2019, TruScreen generated a 132%

increase in sales to NZ$1.86 million (FY2018:

NZ$0.8 million), driven by major sales in

China, Russia and Zimbabwe.

Other income, including a research and

development tax offset, lifted total revenue

to NZ$3.10 million (FY2018: NZ$2.17

million), up 42%.

Total overhead expenses decreased to

NZ$5.18 million (FY2018: NZ$5.5 million).

The Company recorded a net loss of

approximately NZ$3.4 million – down 19%

from the prior year (FY2018: NZ$4.2 million)

– as increased sales, cost management

and further investment in developing

new markets for the TruScreen cervical

cancer screening device improved overall

performance.

Net operating cash outflow was lower at

NZ$2.7 million (FY2018: NZ$3.7 million),

reflecting an improved trading result and a

higher research and development tax offset.

As at 31 March 2019, TruScreen had

cash and cash equivalents of NZ$1.7

million (FY2018: NZ$1.2 million). As it has

previously done, if required, TruScreen will

seek investor support for its growth strategy

as it works towards profitability.

7
TruScreen Annual Report 2019

FY2019 AT A GLANCE

Focus remains firmly on the

Chinese market

• Completed a pilot programme with the

Women’s and Children’s Healthcare

Division of the Centre for Disease Control

(CDC), with over 12,000 women screened.

Data analysis is being undertaken by the

statistical department of CDC. Publication

of final results is anticipated mid FY2020

• Confirmed the rollout of TruScreen devices

in 190 hospitals in Xinjiang Province

throughout 2019 and 2020, and selected

as the primary screening solution for a

chain of high-tech women’s health clinics

to be established in 50 municipal hospitals

• Commenced large-scale evaluation

program with The Women’s and Children’s

Division of the Centre for Disease

Control and with the China Obstetrics

and Gynaecology Association (COGA) to

screen 20,000 patients in 100 Tier 1 public

hospitals, across 10 provinces

• Expanded into 26 of the 32 provinces, with

about 140 devices active in the market

• Double Single Use Sensors (SUS) sales

in the second half of FY2019, from 4,320

units per month to 8,640 per month

Building on our global presence

outside of China

• Selected by the National Aids Council

of Zimbabwe to provide cervical cancer

screening to HIV-affected women

in Zimbabwe, with an initial sale of

NZD $425,107.

• Signed a new distribution agreement in

Russia with IMSystems JSC, including an

initial sale of $374,868

• Signed new distribution agreements, and

gained product registration in Saudi Arabia

and Israel

• Post year end, Vietnam Ministry of

Health approved a Pilot Study to evaluate

TruScreen for use as the national cervical

cancer screening programme

Strong performance of TruScreen

in clinical evaluation

• Clinical performance evaluation of

TruScreen at the Royal Hospital for

Women in Sydney completed in FY2018.

Results set for release in the 3rd quarter

of FY2020

Strengthened our business

• Established new manufacturing facility in

Australia in June 2018

• Completed successful capital raising of

NZ$3 million in October 2018

Board & Management

Appointments

• Mr Anthony (Tony) Ho appointed to the

board September 2018 and elected as

Chairman October 2018.

• Appointed Mr Con Hickey as an

Independent Director in August 2018

• Appointed Mr Guy Robertson as Chief

Financial Officer and Company Secretary

in November 2018

• Appointed Mr William Hunter as Alternate

Director, for Mr Robert Hunter, in

October 2018

COMMERCIALISATION JOURNEY

AND MILESTONES

2014 - Nov

Listing on NZAX

2015 - Sep

Approval for

Mexico market

2016 - Apr

CE Mark for second

generation device

2017 - Mar

Gained Indian

market

2017 - Dec

CFDA approval for

second generation

device

2018 - Jul

New Australian

production facility

fully operational

2018 - Jul

Commence

large scale pilot

with China CDC

and COGA

2018 - Aug

HIV African

Initiative

2018 - Oct

523% sales

growth in H1

2018 - Dec

Migration to NZX

2019 - Feb

New distribution

agreement in

Russia

2019 - May

Recognition by

World Health

Organistation

8
TruScreen Annual Report 2019

MEXICO

31M

7% OF CURRENT

TRUSCREEN SALES

LATIN

AMERICA

120M

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

ISRAEL | 3,000,000 WOMEN | SIGNED 2018

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 2019

SAUDI ARABIA | 6,000,000 WOMEN | SIGNED 2018

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 2018

UKRAINE | 13,000,000 WOMEN | SIGNED 2016

VIETNAM | 26,000,000 WOMEN | SIGNED 2016

ZIMBABWE | 2,000,000 WOMEN | SIGNED 2018

GLOBAL FOOTPRINT

Cervical cancer is the fourth

most common cancer in women

worldwide, with over half a million

new cases diagnosed each year.

Highlighting the need for an

innovative integrated cervical

cancer screening approach that is

accessible in markets with limited

cervical cancer screening services.

TruScreens key markets are low and

middle-income nations that lack laboratory

infrastructure, expert technicians and large-

scale cervical cancer screening programmes.

About 87% of deaths from cervical cancer

occur in low and middle-income countries.

China has more than 400 million women of

screening age and accounts for about 30%

of the world’s burden of cervical cancer.

Latest estimates indicate that about 106,500

women are diagnosed with cervical cancer in

China each year, and around 47,700

women die from the disease annually.

Mexico and Africa also have large

populations of women of screening age,

limited healthcare infrastructure, and the

need for screening programmes. While

China remains TruScreen’s primary market

opportunity, Mexico and Africa offer

significant potential. South East Asia

also offers significant market opportunity

for TruScreen.

9
TruScreen Annual Report 2019

RUSSIA

44M

17% OF CURRENT

TRUSCREEN SALES

MIDDLE

EAST

70M

1% OF CURRENT

TRUSCREEN SALES

CHINA

401M

45% OF CURRENT

TRUSCREEN SALES

INDIA

302M

7% OF CURRENT

TRUSCREEN SALES

AFRICA

226M

20% OF CURRENT

TRUSCREEN SALES

Ref: Based on U.S Central Intelligence Agency (CIA) World Factbook

Vietnam in particular, has 26 million women

of screening age and over 4,000 cervical

cancer diagnoses each year, making it the 7th

most frequent cancer among women in the

region. Currently there is no national cervical

cancer screening program in place.

TruScreen has distribution agreements in

place covering over 30 countries, which

together have a screening population

exceeding one billion women.

10
TruScreen Annual Report 2019

China remains key market

China, which has 400 million women of

screening age, remains TruScreen’s primary

market opportunity.

During FY2019, TruScreen commenced

large-scale evaluations with The Women’s and

Children’s Division of the Centre for Disease

Control (CDC) and with the China Obstetrics

and Gynaecology Association (COGA). The

CDC trial finished at the end of FY19, with data

analysed in the first two quarters of FY2020.

We anticipate publication of the results by the

third quarter of FY2020. The COGA evaluation

will screen 20,000 women throughout China

over the next 18-24 months, with TruScreen to

be included in COGA’s screening guidelines.

In addtion, TruScreen will be assessed as a

potential first-choice screening technology in

rural areas in China, commencing with Xinjian

province in the far west, with a roll out of

190 devices.

In a further development TruScreen was also

chosen as the primary screening solution for

a chain of high tech “Two Cancer Centres”.

Privately owned and operated, these clinics

provide a ‘one stop screening diagnosis and

treatment centre’ for breast and cervical

cancer. The majority of the clinics are to be

located in government hospitals. A total of

16 Centres, of the planned 50, have been

established and installed with TruScreen.

As part of the roll out, TruScreen’s local

distributors and network have been holding

promotional meetings with key decision

makers, highlighting the success of TruScreen

in the 16 already established Centres.

Positive momentum in markets

outside of China

TruScreen continues to add and grow its

presence in other regions, including Russia

and Africa. Russia and Africa have large

screening populations, limited laboratory

infrastructure and are seeking a cervical

screening solution.

In the second half of FY2019, TruScreen

signed a new distribution agreement

for the Russian market with IMSystems

JSC,including an initial NZ$364,000 order for

multiple TruScreen devices and Single Use

Sensors (SUS).

Russia has more than 44 million women of

cervical cancer screening age.

IMSystems has extensive expertise in the

distribution of medical equipment and

devices in Russia and has partnerships with

global brands and manufacturers, including

GE Healthcare.

Earlier in the year, TruScreen announced

its African HIV initiative, which includes

discussions with senior African health officials

regarding the screening of women generally

and, specifically, HIV-affected women.

TruScreen’s research collaboration with the

All India Institute of Medical Science (AIIMS),

to validate the TruScreen technology for

the screening of Indian women, came to

a conclusion in FY2019. Results from this

evaluation are expected to be published during

FY2020. TruScreen’s distributors in India

have been presenting TruScreen to hospitals,

with a particular focus on Army and State-

owned hospitals.

TruScreen gained product registration in

several new regions including Saudi Arabia and

Israel, thereby increasing its capability to sell

the TruScreen device across the Middle East.

Gaining regulatory approval in Saudi

Arabia is an exciting step for TruScreen

as it is the bridgehead of our Pan-Arabic

distribution partner.

In Vietnam, TruScreen and its in-country

distribution team, are currently working

towards having TruScreen included as the

national screening program. Prof. Neville

Hacker, and TruScreen’s Clinical Affairs

Manager, Dr. Carolina Velasquez travelled to

Vietnam to meet with Key Opinion Leaders

(KOL) and discuss the next steps in having

TruScreen adopted nationally.

The Hanoi ObGyn Hospital, which is Vietnam’s

most prestigious Government Hospital, views

TruScreen as a viable technology for cervical

cancer screening in Vietnam.

The Vietnam Ministry of Health’s Professional

Advisory Committee have reviewed

TruScreen and approved a pilot evaluation

to be conducted at the Hanoi Obstetrics and

Gynaecology Hospital. The aim of the trial is

to evaluate the TruScreen device prior to it

being launched as part of a national rollout to

all provinces.

Pictured from left to right: Dr Phunc (Head of Cancer department), Dr Chuong (Head of Research and

Development and Training department), Mr Gorton(GHS), Dr Thuong, Mr Tran An(GHS), Prof Anh (Director of

Hanoi OBGYN Hospital), Prof Hacker, Dr Velasquez, Mr Chanh(GHS), Dr Thuy (Head of High Service Gynaecology

Examination), Dr Thanh, Dr Hanh, Mrs Thao (GHS), Mr Ngo (GHS)

OPERATIONS REPORT

continued

11
TruScreen Annual Report 2019

Proportion of revenue from Single

Use Sensors (SUS) will grow

The TruScreen device utilises a disposable

SUS for every exam. As installation and use

of devices continues to grow, so too will the

demand for SUS.

Each device has a useful life of up to 10

years and has the capacity to conduct in

excess of 1,000 tests per month in a mass

screening environment.

TruScreen estimates that for every 100

devices fully deployed in a Chinese hospital

environment, the Company will generate a

sustainable annuity income stream of about

NZ$1.5 million every year. Once fully deployed,

TruScreen expects an average of 150 tests per

month in a clinical environment.

In the six months to 31 March 2019, SUS sales

in China doubled from 4,320 units per month

to 8,640 as more TruScreen devices were

installed across several provinces and SUS

pull-through per installed device increased.

New pilot manufacturing plant will

improve operating efficiencies

TruScreen commissioned its new

manufacturing facility in October 2018

– a key initiative for FY2018. The pilot facility

has the current capacity of 100 electro-optical

component assemblies per month (the key

technical component in the TruScreen device),

and can be expanded to 200 assemblies

per month to meet demand. The facility has

decreased the manufacturing costs

for the device and increased the devices

gross margin.

FY2020 Outlook

TruScreen has made progress in its key

markets, and the significant sales growth

experienced in FY2019 is expected

to continue.

TruScreen expects to increase sales as

global NGOs and governments adopt its

devices, and by leveraging key partnerships

and endorsements from key opinion leaders.

Reducing manufacturing costs will strengthen

the path to profitability.

China remains TruScreen’s primary focus.

However, TruScreen is now receiving

recognition from key NGOs for its ability to

provide point-of-care screening services in

low and middle-income countries. In late May,

TruScreen was included in a World Health

Organisation (WHO), Unitaid, and Clinton

Health Access Initiative (CHAI) joint Cervical

Cancer Technology Landscape, Screening

and Treatment of Pre-Cancerous Lesions for

Secondary Prevention Of Cervical Cancer.

This report was presented at the 72nd World

Health Assembly in Geneva, Switzerland,

which ran from 20th May – 25th May 2019.

TruScreen was the only Electro-Optical

screening technology included in

the publication.

The inclusion in this landscape is a

milestone for TruScreen, as it is the first

time the second-generation device has been

recognised by WHO and will provide great

exposure for TruScreen to both Ministries of

Health, and Non-Government Organisations

(NGO) globally.

TruScreen is executing on its strategic plan

and following on from the establishment

of a pilot in-house electro-optical assembly

(EOA) manufacturing facility in Australia the

Company continues to investigate further

cost-reduction strategies.

Looking ahead, TruScreen will continue to

work to its strategic goals in FY2020 as it

moves toward profitability.

In FY2020, TruScreen will aim to continue the

current rate of sales growth, maintain focus

on China as the Company’s key market and

continue to maximise on device pull through

of Single Use Sensor (SUS). Additionally,

TruScreen will also leverage volumes to

reduce SUS costs and increase margins and

expand TruScreens inclusion in Government

and NGO programs, particularly in Africa, India

and Latin America.

End of Operations Report

12
TruScreen Annual Report 2019

DIRECTORS’ REPORT

Your directors submit the

annual financial report of the

consolidated entity consisting of

Truscreen Ltd (the “Company”)

and the entities it controlled

during the period (the “Group”)

for the financial year ended 31

March 2019. The directors report

as follows:

Directors

The names of directors who held office during or since the end

of the year and to the date of this report are as follows. Directors

were in office for this entire period unless otherwise stated.

– Mr Anthony Ho (Appointed 27 September 2018)

– Mrs Maree Ficarra (Appointed June 2018, Retired September 2018)

– Mr Con Hickey (Appointed 20 August 2018)

– Mr Chris Horn

– Mr Robert Hunter

– Mr William Hunter (Appointed 19 October 2018, Alternate to

Robert Hunter)

– Dr Ron Jones

– Mr Chris Lawrence

Anthony Ho

B.Com, CA, FAICD, FCIS, FGIA

Non-Executive Chairman and

Chair of the Remuneration

and Nomination Committee

Appointed 27 September 2018

Mr Ho is an experienced

company director having

held executive directorships

and chief financial officer

roles with a number of ASX

listed companies. Tony was

executive director of Arthur

Yates & Co Limited, retiring

from that position in April

2002. His corporate, general

management and governance

experience includes being chief

financial officer/finance director

of M.S. McLeod Holdings

Limited, Galore Group Limited,

the Edward H O’Brien group

of companies.

Mr Ho is currently the chairman

of ASX listed Greenland

Minerals Limited (ASX:GGG),

Bioxyne Limited (ASX: BXN),

Credit intelligence Limited

(ASX:CI1), and Cannasouth

Limited (NZX: CBD). He

was previously chairman of

Esperance Minerals Limited

and a non-executive director

Hastings Technology Metals

Limited. Tony was the past

non-executive chairman of St.

George Community Housing

Limited (November 2002 to

December 2009) where he

successfully grew the NGO to be

one of New South Wales leading

community housing companies.

Prior to joining commerce,

Mr Ho was a partner of Cox

Johnston & Co, Chartered

Accountants, which has since

merged with Ernst & Young.

Mr Ho holds a Bachelor of

Commerce degree from the

University of New South

Wales and is a member of

the Institute of Chartered

Accountants in Australia and

New Zealand and a fellow of the

Australian Institute of Company

Directors, Institute of Chartered

Secretaries and Administrators,

and Governance Institute

of Australia.

13
TruScreen Annual Report 2019

Con Hickey

Non-Executive Director and

member of the Risk, Finance

and Audit Committee

Appointed 20 August 2018

Mr Hickey has more than 30

years experience in the Medical

Device industry, including

holding senior executive roles

for multinational companies

such as Welch Allyn, a

leading global manufacturer

in frontline diagnostic and

screening equipment.

Currently the Managing

Partner of CONX Partners,

Mr Hickey’s particular skillset

includes strategic planning,

channel management, talent

development and business

and market development. His

geographic expertise has been

focused on the high growth

countries of the Asian Pacific

region, including China and

India, with extensive global

industry connections.

Christopher Horn

B.Com CA

Non-Executive Director and

Chair of the Audit, Finance and

Risk Committee.

Appointed November 2013

Mr Horn 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.

Mr Horn is a Commerce

graduate from the University of

New South Wales and a Fellow

of the Institute of Chartered

Accountants in Australia and

New Zealand.

Robert Hunter

B Com CA

Non-Executive Director and

member of the Remuneration

and Nomination Committee

Appointed November 2013

Mr Hunter has been a significant

investor in the TruScreen

intellectual property and

business operations over a 20-

year period and has a detailed

knowledge of TruScreen’s

commercial operations.

Mr Hunter 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 both 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 and

New Zealand.

William Hunter

CA

Non-Executive Director

Appointed 19 October 2018

Mr W Hunter is a business

graduate from the University of

Technology Sydney, a practising

Charted Accountant in Australia

and Financial Advisor. He

has considerable experience

in a range of professional

disciplines including corporate

advice, financial planning,

wealth management, and

superannuation. William has

a sound knowledge of the

TruScreen technology and

business strategy stemming

from a long professional

association with the company.

Professor Ronald

William Jones

CNZM, MB ChB, MD (Otago),

FRCS (Ed), FRCOG, FRANZCOG,

FAOFOG (Hon).

Non-Executive Director

and member of the Medical

Advisory Committee

Appointed 17 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 inception 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

(now TruScreen).

Chris Lawrence

Non-Executive Director

Appointed 21 December 2017

Mr 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 Mr Lawrence’s

focus has been on high growth

companies, with a particular

focus on the biotech industry.

Directors of subsidiary

companies

The following persons held

office as Directors of subsidiary

companies as at 31 March 2019

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 company during

the period ended 31 March 2019

Dividends

No dividends have been paid or

declared since the start of the

financial year and the directors

do not recommend the payment

of a dividend in respect of the

financial year

Indemnification and

insurance of Directors

and Officers

The consolidated entity has

agreed to indemnify all the

directors of the consolidated

entity for any liabilities to

another person (other than the

consolidated entity or related

body corporate) that may arise

from their position as directors

of the consolidated entity,

except where the liability arises

out of conduct involving a lack

of good faith.

14
TruScreen Annual Report 2019

Interests in the shares and options of the Company

The following relevant interests in shares and options of the Company or a related body corporate were held by the directors and key management

personnel as at the date of this report. All shares are beneficially held.

Director

Number of fully paid

ordinary shares

2019

Number of fully paid

ordinary shares

2018

Anthony Ho--

Robert Hunter39,602,40039,602,400

Christopher Horn1,550,0001,550,000

Chris Lawrence20,000,00020,000,000

Ronald Jones--

Con Hickey--

Martin Dillon1,500,000-

William Hunter262,500262,500

At the date of this report the Company had no options on issue.

Remuneration report

This report outlines the remuneration

arrangements in place for key management

personnel of Truscreen Limited for the

financial year ended 31 March 2019.

Remuneration philosophy

The performance of the company depends

upon the quality of the directors and

executives. The philosophy of the company

in determining remuneration levels is to:

– set competitive remuneration packages to

attract and retain high calibre employees;

– link executive rewards to shareholder value

creation; and

– establish appropriate, demanding

performance hurdles for variable executive

remuneration.

Remuneration Committee

The Remuneration Committee of the Board

of Directors of the Group is responsible for

determining and reviewing compensation

arrangements for the directors and the

senior management team.

The Remuneration Committee assesses

the appropriateness of the nature and

amount of remuneration of directors and

senior executives on a periodic basis by

reference to relevant employment market

conditions with an overall objective of

ensuring maximum stakeholder benefit from

the retention of a high quality Board and

executive team.

Remuneration structure

In accordance with best practice corporate

governance, the structure of non-executive

director and executive remuneration is

separate and distinct.

Non-executive director 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, 2019 the Directors

fee pool limit was NZ$265,000.

Senior manager and executive director

remuneration

Remuneration consists of fixed

remuneration, there are no performance

incentives at this time. In addition to

Company employees and directors, the

Company may contract key consultants

on a contractual basis. These contracts

stipulate the remuneration to be paid to

the consultants.

15
TruScreen Annual Report 2019

Fixed Remuneration

Fixed remuneration is reviewed annually by the Remuneration Committee. The process consists of a review of relevant comparative remuneration

in the market and internally and, where appropriate, external advice on policies and practices. The Committee has access to external, independent

advice where necessary. Fixed remuneration is paid in the form of cash payments.

The fixed remuneration component of the key management personnel is detailed in the following table:

Short-term

employee

benefits

Post-

employment

benefits

Short-term

employee

benefits

Post-

employment

benefits

Salary

& Fees

$

Super-

annuation

$

Total

$

Salary

& Fees

$

Super-

annuation

$


Total

$

201920192019201820182018

Anthony Ho33,564-33,564---

Roberts Hunter52,500-52,50065,000-65,000

Christopher Horn40,000-40,00040,000-40,000

John (Chris)

Lawrence

40,000-40,0006,667-6,667

Ronald Jones56,700-56,70016,666-16,666

Con Hickey25,150-25,150--

-

Martin Dillon215,27220,451235,723216,77922,755239,534

Sean Joyce---30,500-30,500

Tim Preston---21,500-21,500

Marie Facarra------

463,18620,451483,637397,11222,755419,867

Options held by Directors and Key Management Personnel

No options were issued during the year ended 31 March 2019 and no options are held by key management personnel at year end. No options were

held by key management personnel at the end of the previous financial year.

Related Party Transactions

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. This agreement terminated in November 2018.

The following fees were paid to Ure Lynam & Co:

20192018

$$

Accounting services264,396264,012

Consulting and advisory services-72,559

Serviced offices72,32497,471

336,720434,042

16
TruScreen Annual Report 2019

Directors’ Meetings

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended

by each director was as follows

Director MeetingsAudit CommitteeRemuneration Committee

EligibleAttendedEligibleAttendedEligibleAttended

Mr Anthony Ho66--11

Mr Robert Hunter99--22

Mr Chris Horn992211

Prof. Ron Jones8822--

Mr Chris Lawrence88----

Mr. Con Hickey66----

Mr. William Hunter22----

Ms. Marie Ficarra11----

In addition, 10 circular resolutions were signed by the board during the period

Reconciliation to Preliminary Final Results

During the completion of the 31 March 2019

audit of the Company, the implementation

of NZIFRS15 – Revenue from Contracts with

Customers was discussed with the auditors,

BDO Auckland, particularly in relation to sales

made by the Company to the National Aids

Council of Zimbabwe (NACZ) in September

2018. Specifically, the auditors requested

that the debt owing as at 31 March 2019 be

de-recognised and that sales to NACZ be

recognised on a cash received basis only. The

rationale being that in their opinion, at the

time of the sale, there was insufficient audit

evidence to support the Company’s position

that payment of the debt was probable, and

should therefore be recognised when cash is

received.

The sale to NACZ was pursuant to a grant

application lodged with Unitaid, a division of

the United Nations working with the World

Health Organisation (WHO). The Company

received payments of NZ$110,166 after

recording the sale, and subsequent to year

end with an additional part payment of

NZ$28,860 (US$19,000) on 21 June 2019.

In accordance with the accounting standard

the Company has not recognised $280,000 in

revenue owing from NACZ.

The NACZ acknowledges the debt and we

expect to receive this as and when Zimbabwe

foreign exchange regulations allow.

It should be noted that proforma invoices

relating to selling expenses of NZ$172,983 on

this transaction had been accrued and remain

unpaid at reporting date. As this amount is

only payable when the cash is received the

Company has reduced selling expenses which

relate to the outstanding debt above in the

amount of $137,000.

The Company has increased the Research and

Development tax offset from the Australian

Tax Office in the amount of NZ$265,000,

which is in line with the tax agent work on this

area which is substantially complete.

In summary the adjustments to the

Preliminary Final Report are as follows

NZ$

Sales($280,000)

Research and

development tax offset

$265,000

Total income


($15,000)

Reduction in marketing

commissions payable

$137,000

Reduction in loss

before tax

$122,000

End of Directors Report

17
TruScreen Annual Report 2019

TRUSCREEN MEDICAL ADVISORY BOARD

Professor Neville Hacker

AM, Clinical Advisory,

Professor of Gynaecology, Chairman

Professor Neville Hacker AM has led the

TruScreen Medical Advisory Board for

over 10 years. He is Conjoint Professor of

Gynaecological Oncology and the University

of New South Wales and recently retired

from clinical practice after 32 years as

the director of the Gynaecological Cancer

Centre, Royal hospital for Women in

Sydney, where he continues to serve as an

Emeritus consultant.

He is also past President of the Society of

Pelvic Surgeons. He is a past President of

the International Gynaecological Cancer

Society, former Chairman of the Oncology

Committee (RANZCOG), and a former

Chairman of Examiners for Gynaecologic

Oncology Committee of 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.

18
TruScreen Annual Report 2019

TACKLING CERVICAL CANCER

Cervical cancer is the fourth most common

cancer in women worldwide with an

estimated 570,000 new cases diagnosed

annually and 311,000 women dying every

year from the disease. 87% of these deaths

occur in low-and middle- income countries,

where cervical cancer is the second most

common cancer. The majority of these cases

are found 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 if not treated properly,

might become cervical cancer. 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. Early detection now prevents up to

80% of cervical cancers in these countries.

But not all women are so fortunate. In low

and middle- income 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. The World

Health Organisation (WHO) has identified

TruScreen as a point of care option for these

countries. TruScreen’s real time, accurate,

low cost and portable diagnostic system

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 consistency of results

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

19
TruScreen Annual Report 2019

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 a high level of

doctor and patient acceptance.

A recent study (1) showed

that over 60% of Doctors rated

TruScreen at 4/-5 out of 5,

citing the main advantages of

TruScreen as it’s real time results,

and no need for a laboratory

facilities or personnel.

TruScreen has been extensively

evaluated in studies involving

tens of 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

20


21

TruScreen Annual Report 2019

FINANCIAL

STATEMENTS

& AUDITOR’S

REPORT

FOR THE YEAR ENDED 31 MARCH 2019

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

___________________________________________________________________ 46

22
TruScreen Annual Report 2019

CONSOLIDATED STATEMENT OF PROFIT

OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 March 2019

Note20192018

$$

Revenue from the sale of goods61,862,949804,062

Other income 61,241,2021,374,581

Changes in inventories27,375(66,343)

Purchases of inventory(1,362,212)(741,607)

Employee benefit expenses and directors’ fees7(1,240,646)(1,419,333)

Administration(570,368)(578,497)

Research and development expenses(1,777,972)(1,905,710)

Rent(104,366)(97,471)

Travel(65,829)(97,901)

Marketing, selling & product approvals(290,246)(393,485)

Insurance(99,268)(73,048)

Shareholder relations & services(91,538)(95,675)

Foreign exchange loss(316,027)(342,388)

Amortisation & depreciation7(565,781)(535,977)

Finance costs (27,727)-

Loss before income tax(3,380,454)(4,168,792)

Income tax expense8--

Loss for the period(3,380,454)(4,168,792)

Other comprehensive income

Item that may be reclassified subsequently to profit or loss

Exchange differences on translating foreign subsidiary operations20102,179(17,671)

Other comprehensive income/(loss)for the period102,179(17,671)

Total comprehensive loss for the period (3,278,275)(4,186,463)

Basic and diluted losses per share (cents)10(1.56)(2.1)

The accompanying notes form part of these financial statements.

23
TruScreen Annual Report 2019

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

As at 31 March 2019

Note20192018

$$

CURRENT ASSETS

Cash and cash equivalents111,737,7751,212,454

Other receivables121,070,5171,314,456

Loan receivable1275,00075,000

Trade receivables12187,504-

Goods and services tax recoverable30,335155,849

Inventories13782,026401,185

Other assets – prepayments21,55255,556

TOTAL CURRENT ASSETS3,904,7093,214,500

NON-CURRENT ASSETS

Plant and equipment15379,9937,536

Intangible assets168,261,0638,944,813

TOTAL NON-CURRENT ASSETS8,641,0568,952,349

TOTAL ASSETS12,545,76512,166,849

CURRENT LIABILITIES

Trade and other payables17437,031419,491

Borrowings18626,501-

Provision for employee benefits19109,925109,162

TOTAL CURRENT LIABILITIES1,173,457528,653

NON-CURRENT LIABILITIES

Provision for employee benefits1951,49922,314

TOTAL NON-CURRENT LIABILITIES51,49922,314

TOTAL LIABILITIES1,224,956550,967

NET ASSETS11,320,80911,615,882

EQUITY

Issued capital926,421,16823,433,996

Share option reserve20&21-3,970

Foreign currency translation reserve20(454,796)(556,975)

Accumulated losses(14,645,563)(11,265,109)

Total Equity11,320,80911,615,882

The accompanying notes form part of these financial statements.

On behalf of the board as at 28 June 2019

Anthony Ho - ChairmanChristopher Horn - Director

24
TruScreen Annual Report 2019

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

For the year ended 31 March 2019

NoteShare Capital

Accumulated

Losses

Foreign

Currency

Translation

ReserveOption ReserveTotal

$$$$$

Balance at 1 April 201823,433,996(11,265,109)(556,975)3,97011,615,882

Loss for the period to 31 March 2019-(3,380,454)--(3,380,454)

Exchange differences on translating

foreign subsidiary operations

20--102,179-102,179

Total comprehensive

income for the period

-(3,380,454)102,179-(3,278,275)

Transactions with owners,

in their capacity as owners

Issue of shares 93,075,470--(3,970)3,071,500

Share issue cost(88,298)---(88,298)

Total transactions with owners2,987,172--(3,970)2,983,202

Balance at 31 March 201926,421,168(14,645,563)(454,796)-11,320,809

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

20--(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 201823,433,996(11,265,109)(556,975)3,97011,615,882

The accompanying notes form part of these financial statements.

25
TruScreen Annual Report 2019

CONSOLIDATED STATEMENT

OF CASH FLOWS

For the year ended 31 March 2019

Note20192018

$$

CASH FLOW FROM OPERATING ACTIVITIES

Cash received from customers 1,675,4451,019,183

Cash paid to suppliers and employees including GST(5,810,335)(5,577,047)

Cash received research and development tax offset1(f)1,472,566808,167

Interest paid(27,644)-

Interest received11,64720,506

Net cash outflow from operating activities22(2,678,321)(3,729,191)

CASH FLOW TO INVESTING ACTIVITIES

Purchase of plant and equipment(410,031)(3,110)

Net cash to investing activities(410,031)(3,110)

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of shares93,075,4701,443,908

Share issue costs(88,298)(170,724)

Proceeds from borrowings18626,501-

Net cash from financing activities3,613,6731,273,184

Net increase/(decrease) in cash and cash equivalents525,321(2,459,117)

Cash and cash equivalents at the beginning of the finan-cial year1,212,4543,671,571

Cash and cash equivalents at the end of the financial year111,737,7751,212,454

The accompanying notes form part of these financial statements.

26
TruScreen Annual Report 2019

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 March 2019

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.

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.

Truscreen Limited migrated to the

main board NZX from NZAX on 17

December 2018.

The financial statements were authorised for

issue on 28 June 2019 by the Directors of the

company.

Basis of Preparation

These financial statements have been

prepared in accordance with and comply with

Part 7 of the Financial Markets Conduct Act

2013 and the NZX Listing Rules.

For the purpose of complying with

Generally Accepted Accounting Practice

in New Zealand (“NZ GAAP”) the Group is

a Tier 1 for-profit entity. These financial

statements comply with NZ GAAP, the

New Zealand equivalent to International

Financial Reporting Standards (“NZ IFRS”),

and International Financial Reporting

Standards (“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 statements 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.

As disclosed in the financial statements,

the Group reports:

• a loss of $3,380,454 (2018: $4,168,792)

• net cash outflows from operating

and investing activities of $3,088,352

(2018: $3,732,301)

• cash at year-end of $1,737,775

(2018: $1,212,454).

The Directors have prepared detailed

cash flow forecasts for the twelve months

following the date of this report, which

show that the business will be able to meet

its debts as and when they fall due. These

forecasts contemplate a further capital raise

in the next three months.

However, given the entity is in an early stage

of growth, into existing and new markets, the

forecasts are particularly susceptible to the

risk that the timing and/or quantum of cash

flows are insufficient to enable it to meet its

obligations as they fall due..

Whilst forecasts show operational cash flow

will be sufficient, the forecast capital raise

provides additional headroom should the

above mentioned risks eventuate and cash

reserves are exhausted within 12 months

from the date of this report.

Accordingly the Group have approached a

panel of brokers (and had formally engaged

with one at date of signing of these financial

statements) to assist in a capital raise of up

to $3.0 million by private placement. Based

on discussions with the panel the Board

believe that the appetite of existing and

prospective investors means the capital raise

will be sufficiently supported and enable 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. Should the

raise not be successful, the Board consider

there are a number of opportunities to

manage cash flow 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.

However, there is material uncertainty

in relation to the Group’s ability to meet

forecasts and to raise the required additional

capital. These factors cast doubt on the

entities ability to continue as a going

concern. If the going concern assumption is

not valid, the consequence is the entity may

be unable to realise the value in its assets

and 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.

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

27
TruScreen Annual Report 2019

• 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.

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 reporting

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

The Group’s revenue is derived from

selling goods with revenue recognised at

a point in time when control of the goods

has transferred to the customer. This is

generally when the goods are dispatched

from the Group’s warehouse. There is limited

judgement needed in identifying the point

control passes: once physical delivery of the

products to the agreed location has occurred,

the group no longer has physical possession,

usually will have a present right to payment

(as a single payment on delivery) and retains

none of the significant risks and rewards of

the goods in question.

The group provides one-year warranty on

products sold which require the group to

either replace or mend a defective product

during the warranty period if the goods fail

to comply with agreed-upon specifications.

In accordance with NZ IFRS 15, such

warranties are not accounted for as separate

performance obligations and hence no

revenue is allocated to them.

Revenue is stated net of the amount of goods

and services tax.

Revenue is derived from one product and the

geographic regions outlined in Note 5.

f. Other Income

The Research and Development tax offset

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.

g. 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

28
TruScreen Annual Report 2019

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.

h. 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

i. 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.

j. 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.

k. Financial Instruments

Financial assets

The Group classifies its financial assets

into one of the categories discussed below,

depending on the purpose for which the

asset was acquired. The Group ‘s accounting

policy for each category is as follows:

Amortised cost

These assets arise principally from

the provision of goods and services to

customers (e.g. trade receivables), but

also incorporate other types of financial

assets where the objective is to hold these

assets in order to collect contractual cash

flows and the contractual cash flows are

solely payments of principal and interest.

They are initially recognised at fair value

plus transaction costs that are directly

attributable to their acquisition or issue, and

are subsequently carried at amortised cost

using the effective interest rate method, less

provision for impairment.

Impairment provisions for current trade

receivables are recognised based on the

simplified approach within NZ IFRS 9 using a

provision matrix in the determination of the

lifetime expected credit losses. During this

process the probability of the non-payment

of the trade receivables is assessed. This

probability is then multiplied by the amount

of the expected loss arising from default

to determine the lifetime expected credit

loss for the trade receivables. For trade

receivables, which are reported net, such

provisions are recorded in a separate

provision account with the loss being

recognised within cost of sales in the

consolidated statement of comprehensive

income. On confirmation that the trade

receivable will not be collectable, the gross

carrying value of the asset is written off

against the associated provision.

Impairment provisions for receivables from

loans to related parties are recognised based

on a forward looking expected credit loss

model. The methodology used to determine

the amount of the provision is based on

whether there has been a significant increase

in credit risk since initial recognition of the

financial asset. For those where the credit

risk has not increased significantly since

initial recognition of the financial asset,

twelve month expected credit losses along

with gross interest income are recognised.

For those for which credit risk has increased

significantly, lifetime expected credit losses

along with the gross interest income are

recognised. For those that are determined

to be credit impaired, lifetime expected credit

losses along with interest income on a net

basis are recognised.

From time to time, the Group elects to

renegotiate the terms of trade receivables

due from customers with which it has

previously had a good trading history. Such

renegotiations will lead to changes in the

timing of payments rather than changes to

the amounts owed and, in consequence, the

new expected cash flows are discounted at

the original effective interest rate and any

resulting difference to the carrying value is

recognised in the consolidated statement of

comprehensive income (operating profit) as

part of the impairment expense.

The Group ‘s financial assets measured at

amortised cost comprise trade receivables,

cash and cash equivalents and related party

loans in the consolidated statement of

financial position.

Cash and cash equivalents includes cash in

hand, deposits held at call with banks, other

short term highly liquid investments with

original maturities of three months or less.

Financial liabilities

The Company/Group classifies its financial

liabilities into one of two categories,

depending on the purpose for which the

liability was acquired. The Company/Group’s

accounting policy for each category is

as follows:

Other financial liabilities

Other financial liabilities include the

following items:

Trade payables and borrowings, which

are initially recognised at fair value and

subsequently carried at amortised cost using

the effective interest method.

In the comparative period the Group

classified its financial instruments into the

following categories:

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.

29
TruScreen Annual Report 2019

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 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:

– Office Equipment - 16.67% and 50%

diminishing value; and

– Manufacturing Plant – 20% straight line.

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 of the Group is stated

at cost less any impairment losses and are

amortised on a 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 wholly 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

30
TruScreen Annual Report 2019

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.

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.

s. Effects of changes in

accounting policy

The nature of the adjustments resulting from

the adoption of NZ IFRS 15 Revenue from

Contracts with Customers and NZ IFRS 9

Financial Instruments are described below:

NZ IFRS 15 Revenue from Contracts with

Customers (NZ IFRS 15)

NZ IFRS 15 has replaced NZ IAS 18

Revenue (NZ IAS 18) and NZ IAS 11

Construction Contracts as well as various

interpretations previously issued by the NZ

IFRS Interpretations Committee. The new

standard addresses how the Company must

account for revenue related to contracts with

its customers, including new and amended

requirements with respect to, but not

limited to:

i) Whether revenue is recognised over-time

or at a point-in-time;

ii) the indicators to determine when revenue

is to be recognised;

The adoption of NZ IFRS 15 has not resulted

in a material change in the timing or amount

of reported revenue and therefore has

adopted NZ IFRS 15 on a fully retrospective

basis, with no change to prior period

comparative figures.

NZ IFRS 9 Financial Instruments (NZ

IFRS 9)

NZ IFRS 9 has replaced NZ IAS 39 Financial

Instruments: Recognition and Measurement

(NZ IAS 39). The new standard addresses:

(i) The classification, measurement and

de-recognition of financial assets and

financial liabilities;

(ii) Impairment of financial assets; and

(iii) Hedge accounting.

Based on the nature of the Company’s

financial asset and liability balances and

non-application of hedge accounting, there

has been no material impact to the financial

statements upon transition. The only change

in the classification of financial assets and

financial liabilities is that trade receivables,

and cash and cash equivalents have changed

from “loans and receivables”, to “at amortised

cost”.

The Group has used an exemption not to

restate comparative information for prior

periods with respect to classification and

measurement (including impairment)

requirements, therefore no change to prior

period comparative figures.

NZ IFRS 16 – Leases

NZ IFRS 16 is applicable to reporting periods

commencing on or after 1 January 2019.

Rental expense arises from the monthly

payment on two short term premises leases.

Truscreen has elected to treat these as a

short-term leases (as defined in NZ IFRS

16) and does 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 has had 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.

SIGNIFICANT

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”

• Revenue from Contracts with

Customers

The application of NZ IFRS 15: Revenue

from contracts with customers (NZ IFRS 15)

requires the Directors to apply significant

judgement in determining whether revenue

can be recognised in advance of the receipt

of cash.

The significant judgements adopted by the

Group in applying NZ IFRS 15 criteria include:

• Determining if a contract with the

customer exists;

• Determining if the entity can identify the

payment terms for the services; and

• Determining whether it is probable that

the entity will collect the consideration to

which it is entitled.

• 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.

• Warranty Provision

The Company provides a one year warranty

on its products. As the Company has a

limited number of units in operation and

has received no warranty claims to date, no

provision has been made for warranty claims.

31
TruScreen Annual Report 2019

NOTE 3.

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

Note20192018

$$

Financial assets (held at amortised cost)

Cash and cash equivalents111,737,7751,212,454

Trade and other receivables

Other receivable12-2,276

Loan receivable1275,00075,000

Trade receivables subject to credit risk12187,504-

Total trade and other receivables262,50477,276

Total financial assets at amortised cost2,000,2791,289,730

Financial liabilities (held at amortised cost)

Financial liabilities at amortised cost:

Trade and other payables17437,032419,491

Borrowings626,501-

Total financial liabilities at amortised cost1,063,533419,491

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

2019201820192018

$$$$

USD720,580438,105--

GBP 19,71618,688--

32
TruScreen Annual Report 2019

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 positive number below indicates an increase in

profit where NZD weakens 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 negative.

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


20192018

$$

USD80,10435,048

GBP2,0701,493

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$877,732 (2018: 1.50% of NZ$62,667) on cash held in AUD.

- 1.15% of NZ$117,791 (2018: 1.15% of NZ$643,281) on cash held in NZD.

- 0.50% of NZ$19,716 (2018: 0.50% of NZ$18,668) on cash held in GBP.

- Nil of NZ$720,580 (2018: Nil of NZ$438,105) 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

Note20192018

Cash at bank$$

S&P short term rating A-1+1,716,1041,193,254

S&P short term rating A-219,71618,668

111,735,8201,211,922

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.

In relation to customer credit risk the Company will deal with established distributors, government or aid agencies sponsored by government.

33
TruScreen Annual Report 2019

The maximum exposure to credit risk from trade receivables subject to credit risk as at 31 March 2019 amounted to $187,504

(2018- $Nil) refer to Note 12.

Minimal credit risk arises from the other receivable – research and development tax offset being due 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 & 23.

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 2019$$$$

Trade and other payables437,032437,032410,26426,768

Borrowings626,501626,501-626,501

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-

The Company and Group manage liquidity risk by undertaking a rolling twelve month cash flow forecast monthly, and holding adequate 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.

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

34
TruScreen Annual Report 2019

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:

20192018

$$

Information about products and services

Total Revenues from external customers1,862,949804,062

Information about geographical areas

Foreign country:

China1,018,658563,042

Russia374,86860,679

Zimbabwe145,107-

Mexico130,409100,036

Papua New Guinea170,306-

Others23,60180,305

1,862,949804,062

The basis for attributing revenues from external customers to individual countries is the location of the customer.

Note20192018

$$

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

entity holds those assets

Foreign country – Australia

Plant and equipment15379,9937,536

Intangible assets168,261,0638,944,813

Total non-current non-financial assets8,641,0568,952,349

The following customers contributed more than 10% of the Group’s revenue for the year ended 31 March 2019 and or 31 March 2018:

Domicile of Customer

20192018

$%$%

Mexico130,4096100,03612

China1,018,65847563,04270

Russia374,8681860,6798

No additional disclosure is required in the financial statements as the Group has one reportable segment.

35
TruScreen Annual Report 2019

NOTE 6. REVENUE

20192018

$$

Sales revenue - sale of goods¹

Wholesalers/distributors1,717,842804,062

Direct to customer145,107-

1,862,949804,062

Sales by product

SUS1,004,829436,485

Device858,120367,577

Total1,862,949804,062

Other income

Research and development tax offset²1,229,1211,354,075

Interest received11,85420,506

Other227-

1,241,2021,374,581

¹For a geographical breakdown of revenues see Note 5. Ownership of goods transfers to the distributor/customer on leaving Truscreen’s premises.

²For further detail with regard to the research and development tax offset, refer to note 1(g).

NOTE 7. EXPENSES

Note20192018

$$

Loss before income tax includes the following specific expenses:

Employee benefits expense

Wages and salaries857,1801,051,924

Staff superannuation – defined contribution plan7 a.93,302105,845

Provision for annual leave2,94141,156

Provision for long service leave30,47922,700

Directors fees26231,213180,332

Payroll tax15,61617,376

Other employee related9,915-

1,240,6461,419,333

Administration and other operating expenses include:

Fees for audit of financial statements for the year ended 31 March 87,00078,906

Prior year adjustment38,278-

Other assurance services-6,703

Total remuneration of auditors126,27885,609

Amortisation of intangible assets16528,207532,297

Depreciation of plant and equipment1537,5743,680

Total amortisation & depreciation565,781535,977

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

portion of each employee’s salary into a superannuation scheme.

36
TruScreen Annual Report 2019

NOTE 8.

INCOME TAX EXPENSE

20192018

$$

Loss for the year(3,380,454)(4,168,792)

Prima facie income tax saving using the applicable country’s tax rate 28% (2018 :28%) 946,5271,166,982

Impact of variation in foreign tax rates (27.50% for Aus.; 19% for UK) (2018 : 27.50% for Aus.;

19% for UK)

(16,637)(19,959)

Expenses not deductible for tax in the current period:(165,685)(106,160)

Not recognised as a deferred tax asset(764,205)(1,040,863)

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.

20192018

$$

Deductible temporary difference:

Foreign exchange losses612,868311,640

Other timing differences478,066204,605

1,090,934517,245

Unused tax losses8,500,8746,775,027

Total 9,591,8087,292,272

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

2019201920182018

GroupNumber$Number$

Balance at beginning of the year of fully paid ordinary shares202,152,62123,433,996190,329,16621,800,585

Ordinary shares issued

Share purchase plan7,411,9641,556,5005,609,375897,500

Exercise of options – note 21150,00018,9706,214,080621,408

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

Shares issued via private placement7,142,8561,500,000

Share issue costs-(88,298)-(40,849)

Balance at 31 March216,857,44126,421,168202,152,62123,433,996

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.

37
TruScreen Annual Report 2019

Shares were issued during the:

a. current period:

i. via a share placement plan to professional and sophisticated investors (7,142,856 ordinary shares at 21 cents per share)

ii. via a share purchase plan to eligible investors (7,411,964 ordinary shares issued at 21 cents per share.)

iii via the exercise of 150,000 options being exercised at 10 cents per share

b. prior period:

i. via a share purchase plan to 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 an administration process of the Companies register that took 10

working days via the exercise of 150,000 options being exercised at 10 cents per share

NOTE 10.

EARNINGS PER SHARE

20192018

Basic and Diluted loss per share:

Net loss attributable to shareholders(3,380,454)(4,168,792)

Weighted average number of ordinary shares on issue209,777,821195,565,005

Basic loss per share (cents) (based on weighted average number of shares on issue)(1.56)(2.1)

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

NOTE 11.

CASH AND CASH EQUIVALENTS

20192018

$$

Cash on hand1,955532

Cash at bank1,735,8201,211,922

1,737,7751,212,454

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.

NOTE 12.

TRADE AND OTHER RECEIVABLES

20192018

$$

CURRENT

Other receivables

Research and development tax offset (see Note 18)1,070,5181,312,180

Other-2,276

1,070,5181,314,456

Loan receivable75,00075,000

Trade receivables subject to credit risk187,504-

1,333,0221,389,456

38
TruScreen Annual Report 2019

No interest is charged on receivables.

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

The loan receivable is on commercial terms to assist the CEO in exercising options to purchase ordinary shares, interest is charged at 5.25% per

annum. The loan agreement has been varied and has no fixed repayment date.

The Group normally allows up to 30 days credit to its trade customers. The Group has allowed extended credit to the customer in Zimbabwe

where political unrest resulted in short term difficulties in remitting foreign exchange, and to a customer in China pending the remediation, now

completed, of a number of Truscreen devices. The Group has not recognised revenue on the Zimbabwe sale in the amount of $280,000 which is

still to be received.

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

Consolidated

Group(Days Overdue)

20191 – 60 days90 – 180 daysOver 180 daysTotal past due

Within Initial

Trade terms

$$$$$

Other receivables----1,070,518

Trade receivables subject

to credit risk

-

-

-187,504187,504

Loan receivable

----75,000

---187,5041,333,022

20181 – 60 days90 – 180 daysOver 180 daysTotal past due

Within Initial

Trade terms

$$$$$

Other receivables----1,314,456

Loan receivable----75,000

----1,389,456

As of 31 March 2019, no trade receivables were impaired and provided for.

No collateral is held over trade and other receivables.

NOTE 13.

INVENTORIES

20182017

$$

Finished goods at cost136,978401,185

Work in progress645,048-

782,026401,185

39
TruScreen Annual Report 2019

NOTE 14.

INTERESTS IN SUBSIDIARIES

Subsidiaries are:

Name of Subsidiary

Principal Place

of Business

Ownership Interest held by the group

20192018

Truscreen Pty LimitedAustralia100%100%

Truscreen Ltd (UK)UK100%100%

TruScreen S. de R.L. de C.V. Mexico100%100%

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 2019 TruScreen Ltd (UK) made no sales.

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

NOTE 15.

PLANT AND EQUIPMENT

Note20192018

$$

Plant and equipment at cost 430,79420,763

Accumulated depreciation(50,801)(13,227)

379,9937,536

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

20192018

$$

Opening net book value7,5368,275

Additions410,0313,110

Depreciation charge7(37,574)(3,680)

Foreign currency reserve movement-(169)

Closing net book value 379,9937,536

40
TruScreen Annual Report 2019

NOTE 16.

INTANGIBLE ASSETS

Note

Intellectual

Property

Development

cost

Total

$$$

Cost

Opening balance 1 April 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

Net exchange differences arising on the translation of the financial

statements into the presentation currency

(135,666)(48,527)(184,193)

Balance as at 31 March 20197,454,3062,799,13710,253,443

Accumulated Amortisation

Balance as at 1 April 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)

Amortisation recognised during the period7(384,905)(143,302)(528,207)

Net exchange differences arising on the translation of the financial

statements into the presentation currency

23,1855,46528,650

Balance as at 31 March 2019(1,569,776)(422,604)(1,992,380)

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

Balance as at 31 March 20195,884,5302,376,5338,261,063

Intellectual property acquired is carried at

cost less accumulated amortisation and

impairment losses.

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 15 years and 8 months

useful life remained on 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

17 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 Impairment (‘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 Director’s 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.

The revenue 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.

Key elements of the Review

• In compliance with NZ IAS 36 requirements,

the directors have prepared a value in use

valuation and a fair value less cost to sell

valuation in order to test for impairment.

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

41
TruScreen Annual Report 2019

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;

• Revenue growth forecast at Yr 1 386%, Yr 2

80%, Yr 3 to Yr 5 100%

• Gross margin forecast at 31% for Yr 1 and

Y2, and 35% for Yr 3 to Yr 5

• Terminal growth rate of 2% (2018:

2%), based on long term economic

growth prospects;

• Achievement probabilities: 60% in year

1 to 21.5% in year 5 (2018: 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 12.78%

and 18.45% (average applied 15.62%)

(2018: 13.4% and 19.07%) (Average applied

16.4%) 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 $19.2m (2018: $27.7m). The carrying

value of the CGU is $9.46m (2018:

$10.4m), including the carrying value of the

Intangible Assets of $8.3m (2018: $8.9m).

• Hence, the headroom based on the value in

use estimate is $9.7m (2018: $17.6m) 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 market (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;

• Sales growth forecast at Yr 1 386%, Yr 2

80% and Yr 3 to Yr 5 100%

• Gross margin forecast at 31% for Yr 1 and

Yr 2, and 35% for Yr 3 and Yr 5

• Achievement probabilities: 60% in year 1 to

21.5% in year 5 (2018: 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 15.62% (2018:

16.24%), 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 (2018: 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 $22.5m.

• This provides support for the DFCF

approach valuation estimate of $19.2m.

Sensitivity Analysis

• Under the DFCF approach, the value in use

hypothetically reduces to the carrying value

of $9.46m when either:

a) The probability of success reduced to

approximately 4% in the first year of

projection and 9.2% in the last year of

projection or;

b) the reduction in the probability of


success 10% each year; or

c) The post-tax WACC increased to

approximately 24.8%.

Review Conclusion

• The Directors have considered the

DFCF valuation estimate of $19.2m, the

headroom of $9.7m 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

$8.3m carrying value of the Truscreen

Intangible Assets is not impaired as at 31

March 2019.

NOTE 17.

TRADE & OTHER PAYABLES

20192018

$$

CURRENT

Other payables and accruals437,031419,491

Other payables and accruals are interest free and payable generally on credit terms of 30 days from receipt of goods or services.

42
TruScreen Annual Report 2019

NOTE 18.

BOROWINGS

20192018

$$

CURRENT

Borrowings626,501-

The Group has financed a portion of the expected Research and Development tax offset in the amount of Australian dollars 600,000. The loan will

be repaid on the earlier of the group receiving the 2019 research and development tax offset from the Australian Taxation Office or 31 October

2019 (See Note 12 for research and development tax offset receivable).

The Group has granted the lender a primary security interest, over the tax offset receivable, and the loan carries an interest rate of 1.25% per month

on amounts drawn.

NOTE 19.

EMPLOYEE LIABILITIES

20182017

$$

CURRENT

Employee liabilities 109,925109,162

NON-CURRENT

Employee liabilities 51,49922,314

161,424131,476

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 20. 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.

NOTE 21.

SHARE BASED PAYMENTS – OPTIONS

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

2019201920182018

#$#$

Options premium on issue at start of period150,0003,9706,900,000172,800

Cost of options exercised, shares issued – note 9(150,000)(3,970)(6,214,080)(155,352)

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

Options on issue and exercisable at the end of the period--150,0003,970

All options had vested and were exercisable at 31 March 2018. All options were exercised by 31 March 2019.

43
TruScreen Annual Report 2019

NOTE 22.

CASH FLOW INFORMATION

Note20192018

$$

Reconciliation of cash flow from operations with loss after income tax

Loss for the period(3,380,454)(4,168,792)

Adjusted for:

Depreciation and amortization565,782535,977

Unrealised exchange difference arising from translating loss items

at the date of transaction

253,750243,810

Operating cash flows before working capital changes(2,560,922)(3,389,005)

(Increase)/Decrease in trade and other receivables56,434(305,268)

Decrease/(Increase) in goods and services taxes recoverable125,514(86,454)

Decrease in prepayments34,00464,591

(Increase)/Decrease in inventory(380,841)23,295

Increase/(Decrease) in trade and other payables17,543(95,221)

Increase in employee liabilities29,94758,871

Net cash to operating activities(2,678,321)(3,729,191)

NOTE 23.

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 26 - 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:

A loan on commercial terms of $75,000 was made to the CEO, Mr Martin Dillon, in the year ended 31 March 2018 – refer to note 12.

(ii) Other related parties

Professor Jones is a member of the medical advisory board. Professor Jones was paid $16,700 (2018: $2,009) for his services as a member of the

medical advisory board.

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. This agreement terminated in November 2018.

44
TruScreen Annual Report 2019

The following fees were paid to Ure Lynam & Co.

Nature of fees20192018

$$

Accounting services264,396264,012

Accounting services included above, unpaid at period end-143,859

Consulting and advisory services-72,559

Consulting and advisory services, unpaid at period end-25,000

Serviced offices72,32497,471

336,720434,042

NOTE 24.

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.

No warranty claims have been made to date.

As no history of warranty claims is available, no reliable estimate can be made of future warranty claims.

NOTE 25.

EVENTS SUBSEQUENT TO REPORTING DATE

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 2019.

45
TruScreen Annual Report 2019

NOTE 26.

KEY MANAGEMENT PERSONNEL COMPENSATION

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

20192018

$$

Short-term employment benefits – Directors fees231,213180,332

Mr. Martin Dillon (CEO)

Short-term employee benefits - Salary215,272216,779

Post-employment benefits – Superannuation20,45122,755

Total employment benefits235,723239,534

Total466,936419,866

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

Directors fees were paid by Truscreen Limited, to the directors of the parent entities as follows:

Director20192018

$$

Anthony Ho33,563-

Robert Hunter52,50065,000

Christopher Horn40,00040,000

Christopher Lawrence40,0006,666

Ronald Jones40,00016,666

Con Hickey25,150-

Tim Preston-21,500

Sean Joyce-30,500

231,213180,332

Dr Ronald Jones was paid a further $16,700 as a member of the medical advisory committee.

NOTE 27.

COMMITMENTS

The Group has lease commitments in the amount of $99,377 for premises leases which expire on 17 December 2019 and 20 December 2019.




BDO Auckland


INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF TRUSCREEN LIMITED


Report on the Audit of the Consolidated Financial Statements


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 2019,

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 2019, 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”) and International Financial Reporting Standards (‘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 $3,380,454 during the year ended 31 March 2019 and generated an

operating and investing cash out flows of $3,088,352. 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, and we do

not provide a separate opinion on these matters. In addition to the matters 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.













BDO Auckland




Key Audit Matter


How The Matter Was Addressed in Our Audit



NZ IFRS 15 – Revenue from Contracts with Customers


As disclosed in Note 1, the Group has adopted NZ IFRS 15

Revenue from Contracts with Customers (“NZ IFRS 15”) in

the year ended 31 March 2019. The adoption of NZ IFRS 15

is significant to the financial statements, due to the

judgement required by the Directors in assessing whether

transactions meet the criteria for recognition under NZ

IFRS 15.


On the 20

th

of September 2018, the Group invoiced

$425,107 of goods to a customer in Zimbabwe on 45 day

terms. At the date the invoice was raised, Zimbabwe, and

therefore the customer, faced a number of economic

challenges, including issues affecting the ability to pay

foreign currency creditors as a result of US dollar currency

restrictions.


It was determined that the transaction did not meet NZ

IFRS 15 recognition criteria, as at the time of invoicing it

was not probable that the Group would be able to collect

the consideration to which it was entitled.


The Group received payments of $110,166 from the

customer before reporting date, which have been

recognised as revenue. The balance of $314,941 has not

been recognised in the financial statements.

We reviewed management’s assessment of the

application of NZ IFRS 15 as it related to the Zimbabwe

transaction. This included:


- Assessing whether, at the time the sale was made, it

was probable that the consideration would be collected.


-Obtaining an understanding of the sequence of events

leading to the sale.


-Inspecting information that management used in its

assessment of the probability of collection.


-Researching Zimbabwe’s economic environment and

the potential impact that the shortage of foreign

currency might have on the repayment of the amount

due. This included consultation with our network firm in

Zimbabwe.


- Reviewing correspondence between the Group and the

purchaser in relation to the sale.





BDO Auckland


























Key Audit Matter


How The Matter Was Addressed in Our Audit

Impairment assessment of definite life intangible assets



Intangible Assets have a carrying value of $8,261,063 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 recoverable value during impairment testing

under NZ IAS 36 Impairment of Assets ('NZ IAS 36').


To derive recoverable value, the Directors have undertaken

an impairment review which considers valuation models

developed by management and their expert. The

impairment review, prepared under NZ IAS 36 considered

both a discounted free cash flow and a revenue exit

multiple valuation. The models, and the resulting valuation

estimates, are inherently subjective.


The determination of recoverable amount under NZ IAS 36

requires the use of judgements and estimates when

formulating assumptions underpinning forecast cashflow.


Achievement of 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 in a number of countries. The Group

has failed to achieve forecasts to date. This raises the risk

of impairment arising in respect of the Intangible Assets.


Further disclosure regarding the Group’s intangible assets

and valuation processes can be found in Note 16.

To assess whether the Group should recognise any

impairment to the intangible assets we:


 Confirmed the methodologies adopted in the models

were consistent with accepted valuation

approaches.


 Tested the calculations within the valuation models

and evaluated the resulting valuation estimates.


 Challenged the reasonableness of the assumptions

underpinning the revenue and net cash flow

projections included in the valuation models. We

agreed the basis for assumptions to external sources

of information where available.


 Engaged Auditor's Experts to assess the valuation

methodologies and to evaluate the reasonableness

of key inputs.


 Assessed Management's sensitivity analysis and the

change in key assumptions (individually) that would

be required for the Truscreen Cash Generating Unit

to be impaired. We considered the likelihood of such

a change in those assumptions occurring.


 Assessed the Group’s implied enterprise valuation

with the most recent capital raises undertaken by

the Group.









BDO Auckland



Key Audit Matter How The Matter Was Addressed in Our Audit



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


The Group has recognised $1,229,121 in R&D Grant income

and a corresponding $1,070,518 receivable in its financial

statements as at 31 March 2019.


The R&D Grant allows the Group to claim 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 material to the financial statements and

is a key audit matter because it involves the use of

significant management judgement to determine both the

nature of the costs incurred and their eligibility to be

claimed as part of the R&D Grant. Market risk exists

surrounding Review Agency audits of R&D tax claims

(AusIndustry and ATO) and in some instances their claw

back of historic R&D claims.


In assessing the measurement of the R&D grant reported,

Management engaged an expert to quantify the R&D claim

recognised as receivable at reporting date.


Management's expert inspected the Group's records to

identify and quantify costs which are deemed to be eligible

for claim. The R&D grant claim is subject to pre-approvals

on the Group's R&D activities from AusIndustry before a

claim can be made to recover the eligible R&D costs.


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. The Company

is yet to submit its claim for the 31 March 2019 tax period.


Further disclosure regarding the R&D grant receivable is

included in Notes 6 and 12 to the financial statements.


Our procedures included the following:


We evaluated the R&D claim by inspecting relevant

certifications to support the eligibility of the Group's

R&D activities for the 12 month period ended 31 March

2019.


We obtained and analysed the evidence provided by

Management and Management's expert to support the

carrying value of the R&D grant receivable and the

resulting R&D grant claimed.


We engaged an auditor's expert to assess the

measurement and recognition of the R&D Grant claim

and the Group's entitlement to it.


We obtained evidence of the Group’s pre-approval of

R&D activities, awarded by AusIndustry.


We evaluated the competence and objectivity of the

independent expert used by management.


We discussed with Management's and the Auditor's

experts the risks facing current and historic R&D claims

and their expectation on recovery.


We researched media coverage in respect of the ATO's

audits and in some instances, claw-back of previously

paid R&D claims.


We discussed with Management's expert the basis used

to claim eligible costs under the R&D grant and their

expectation in respect of the R&D claim's approval and

recoverability.


We assessed the Group’s history in lodging and receiving

successful claims.




BDO Auckland


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 are 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.


In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for

assessing the Group’s ability to continue as a going concern, disclosing (refer note 1.a), as applicable, 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.












Key Audit Matter


How The Matter Was Addressed in Our Audit


Capitalisation of property, plant and equipment (‘Pilot Plant’)


In Note 15 to the consolidated financial statements,

the Group recognised additions of $410,031. Included

within additions is a Pilot Plant asset with a carrying

value as at 31 March 2019 of $379,993.


The capitalisation of the Pilot Plant is material to the

financial statements and is a key audit matter because

of the judgement exercised by Management when

capitalising related costs during the set up and

deployment of the Pilot Plant.


Management considered under NZ IAS 16 Property

Plant and Equipment the appropriateness of costs

capitalised in the Pilot Plant. Their consideration

included:


 The nature of the costs capitalised to bring

the Pilot Plant to its working condition;


 The economic benefit expected to be derived

from the Pilot Plant; and


 The useful life of the Pilot Plant.


Management considered whether any indicators

existed that could mean the Pilot Plant is impaired

under NZ IAS 36 Impairment of Assets.



Management provided information and supporting

documentation on their consideration when capitalising costs

associated with the Pilot Plant.


We evaluated Management's assessment by:

 Observing the Plant's existence and operation;

 Agreeing amounts capitalised to supporting

documentation and assessing the reasonableness of

costs capitalised; and

 Where labour was capitalised, inspecting

employment agreements associated with capitalised

staff costs and obtaining support for time capitalised.


We obtained and reviewed an assessment from Management to

support the useful life applied to the Pilot Plant.


We reviewed the impact that the Pilot Plant had in supporting

forecast growth and obtained confirmation from Management

of the units produced by the Pilot Plant to date.




BDO Auckland




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 Richard Croucher.


For and on behalf of:





BDO Auckland

Auckland

28 06 2019

50
TruScreen Annual Report 2019

53
TruScreen Annual Report 2019

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 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, 2019.

COMPLIANCE

TThe 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) 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

5
4

TruScreen Annual Report 2019

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, 2019 there were

6 Directors on the board, and one alternate

Director. All Directors 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 Directors Report section of

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: Anthony Ho, Chris

Horn, Ron Jones, and Con Hickey;

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

Chairman and the Chairs of the Audit,

Finance & Risk Committee and the

Remuneration & Nomination Committee are

independent directors.

In terms of the NZX 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:

-

appointment of the Chief Executive Officer

and monitoring his/her performance;

-


appr

oval of the Company’s objectives and

values;

-


activ

e 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 of 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 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.

Board Processes

The Board has a regular meeting schedule

complemented by regular electronic and

telephone communication. The Board

meetings and circular resolutions taken by

the board are set out in the Directors Report.

55
TruScreen Annual Report 2019

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, 2019.

The Committee is satisfied that the Company,

and the CEO, has 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, Con Hickey 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, 2019.

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

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.

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, 2019 the current Directors’ fee pool

limit is NZ$265,000.

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.

5
6

TruScreen Annual Report 2019

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

27 September 2018, 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;

-

r

egular 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.

57
TruScreen Annual Report 2019

SHAREHOLDER

INFORMATION

ISSUED CAPITAL AS AT 10 JUNE 2019

TRU (NZL)216 , 8 5 7, 4 41

Current Holders929

INVESTOR DOMICILE AT 10 JUNE 2019

Holders

New Zealand888

Rest of World41

Issued Capital

New Zealand152,160,758

Rest of World64,696,683

INVESTOR RANGES TRU(NZL)

AS AT 10 JUNE 2019

TOP 20 SHAREHOLDERS

Top 20 Shareholder

Number

of shares

%

of capital

Consolidated Nominees Pty Ltd29,539,90013.62

Browns Island Holdings Limited20,000,0009.22

Waitara Trustees Limited16,622,2227.67

Lah Investment Co Pty Ltd10,062,5004.64

Consolidated Nominees Pty Ltd10,062,5004.64

Albert Nominees Limited10,000,0004.61

Idl Trustee Limited9,850,0004.54

New Zealand Central Securities

Depository Limited

9,456,6354.36

Masfen Securities Limited8 , 0 3 7, 3 813.71

Forsyth Barr Custodians Limited7, 67 1, 42 93.54

Custodian Nominee Company Limited4,329,7892.00

Leveraged Equities Finance Limited2,397,9201.11

Michael Jeremy Thomas Stokes2,250,0001.04

Samuel Hamish Macdonald2,080,0000.96

James Winston Hunter & Elizabeth

Henderson Hunter

1,876,6000.87

Valerie Anne Hunter1,685,9200.78

Christopher Lawrence Horn & Marilyn

Gai Horn

1,550,0000.71

Martin James Dillon1,500,0000.69

Mark David John Williams1,321,4290.61

FNZ Custodians Limited1,300,8510.60

Stuart Macintosh & Denise Macintosh1,15 0,6190.53

100,001

and over

50,001

– 100,000

10,001

– 50,000

5,001

– 10,000

1,001

– 5,000

1-1,0000.86%

21.31%

14.21%

35.31%

10.87%

17.44%

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

57 Symonds Street, Grafton,

Auckland, New Zealand

e: info@TruScreen.com

t: +61 2 8999 3896

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.

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