TruScreen Annual Report 31 March 2021
2021 Annual Report
TruScreen
Group Limited
Corporate Directory
DIRECTORS
Anthony Ho – Non-Executive, Independent Chairman
Christopher Horn – Non-Executive Independent Director
Juliet Hull – Executive Director, Interim Chief Executive Officer
Dr Dexter Cheung – Non-Executive Independent Director
MANAGEMENT
Edmond Capcelea – Chief Technology Officer
Guy Robertson – Chief Financial Officer
REGISTERED OFFICE
C/- HLB Mann Judd Limited,
Level 6, Equitable House
57 Symonds Street, Grafton,
Auckland, New Zealand
NZX Code : TRU
ASX Code : TRU
AUDITOR
RSM Hayes Audit
Level 1, 1 Broadway
Newmarket
Auckland 1023
New Zealand
SHARE REGISTRAR
Link Market Services
PO Box 91976, Auckland 1142,
New Zealand
Level 30,
PwC Tower 15 Customs Street West
New Zealand
Investor enquiries: +64 09 375 5998
Investor email:
enquiries@linkmarketservices.co.nz
Website: www.linkmarketservices.co.nz
Table of Contents
Chairman’s Letter4
Operations Report7
Directors’ Report14
Financial Statements19
Auditor’s Report46
Governance50
Shareholder Information55
Dear fellow Shareholders,
TruScreen Group Limited has
strengthened its business in
a tough COVID-19 2021
financial year and is well
positioned to capitalise on
new markets and new
business opportunities as
markets recover.
Chairman’s Letter
TruScreen provides an opto-electrical, AI-enabled system,
that is real time and low cost, for the detection of cancerous
or pre-cancerous cells in cervical tissues. TruScreen’s
disruptive technology is non-invasive for women, providing
objective results and fast cervical cancer screening, thus
offering an efficient alternative to conventional methods
requiring laboratory analysis.
In November 2020 the World Health Organisation (WHO) set
out a strategy, approved by its member nations, for
eliminating cervical cancer by 2050. The strategy includes
screening 70% of women by the age of 35 and again by the
age of 45. TruScreen is well positioned to play a key role in
support of WHO achieving this objective.
China, our major market, made an early recovery from
COVID-19 with total revenues growing 15% and Single Use
Sensor (SUS) usage growing by circa 50% YOY, and the
introductionoftheTruScreendevicein28newhospitals. Our
project to transfer manufacturing of the TruScreen Cervical
Cancer Screening device to China to supply the China
market was largely completed during the year which will
bring cost advantages and allow our distributor to compete
for a broader base of China business.
InApril2020,wesecuredcommercialuseinVietnamwhenits
Ministry of Health approved TruScreen devices for use in
Hanoi Obstetrics and Gynaecology Hospital.
While COVID-19 expectedly slowed our growth in some
markets,aspublichealthresourceswerediverted,TruScreen
took the opportunity to further develop and enhance the
TruScreen device and strengthen the technology team. The
establishment of an electronic interface for Chinese hospital
health systems and continued developments in delivering a
more robust product should pay dividends in the future. It is
expected that these research and development initiatives
will continue into the year ahead.
TruScreen reorganised our presence in Central & Eastern
Europe during the year and appointed two new distributors.
They have made solid progress in achieving product
registrations and engaging with local key opinion leaders.
TheappointmentofanewdistributorinMexicoandrenewed
activity in this market has also been pleasing.
The Company is also actively looking at opportunities to
expand its medical products range to capitalise on the
technical ability of our team and to provide our distributors
with a broader access to market.
The Company appointed two new directors to its Board
during the year, Ms Juliet Hull (currently also acting as CEO),
who has more than 20 years’ experience in Asia Pacific
markets in healthcare sales, marketing and leadership, and
Dr Dexter Cheung whose technical background in opto-
electronics and expertise in medical device engineering is
highly relevant to TruScreen where our cervical cancer
screening technology harnesses optical and electrical
signatures for screening results. The Board farewelled Prof.
Ron Jones, Con Hickey, and Chris Lawrence who retired
during the year.
I take this opportunity to thank our shareholders and new
investors for their support of our over-subscribed capital
raisings of $7.5 million during the year. This culminated in a
successful dual listing on the ASX and an increase in our
shareholder numbers by 120%. We are well positioned for
success in the years ahead.
On behalf of the board, I thank our team for their dedication
during the year. I also look forward to the ongoing support
of our stakeholders, and commitment of my fellow directors
and the TruScreen team as we strive for a world without
cervical cancer.
Tony Ho
Chairman
4/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
Financial Results
Directors and Management
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /5
NZ DollarsFY 21FY20FY21/FY20
Sales1,132,6411,288,242(12%)
Revenue1,975,9152,554,282(23%)
Net Loss
1
(3,490,010)(5,196,721)33%
Cash outflow from operating activities(2,189,331)(1,634,499)(34%)
Cash and Cash Equivalents5,255,0741,024,153413%
1 The 2020 financial year includes a one off non-cash impairment of intangible assets of $2,380,000 and a non-cash
expense for share based payments in the amount of $306,000.
Anthony Ho
Non-Executive
Independent
Chairman
Christopher Horn
Non-Executive
Independent
Director
Juliet Hull
Executive Director
Interim Chief
Executive Officer
Edmond Capcelea
Chief Technology
Officer
Guy Robertson
Chief Financial
Officer
Dr. Dexter Cheung
Non-Executive
Independent
Director
▶First commercial sale to Vietnam following Ministry of
Health approval
▶Further market development in Central & Eastern
Europe with 2 new distributors appointed in August 2020
▶WHO Elimination Strategy of Cervical Cancer, approved
by member nations and released for implementation in
November 2020, sets a favourable macro environment
▶Successfully dual listed on the Australian Securities
Exchange (ASX) January 2021
▶In January 2021 first clinical evaluation in the Middle
East commenced
▶Completed initial phase of establishing local
manufacturing of TruScreen devices in China to qualify as
a Chinese domestic product
▶Strengthening of our Medical Affairs with the
establishment of an International Experts Group (IEG), and
a Central European (CE) Advisory Board
▶Achieved 156 commercial installations as at 31 March 2021,
including 81 installed devices in China
▶Refreshed leadership with expertise in understanding and
working with our diverse global distributors especially with
our key China market
Executive Summary
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /7
Operations Report
2021
Highlights
COVID-19 significantly impacted China from November
2019 to March 2020. China was the first country to go into
lockdownandthefirsttoemerge.Theregionprogressively
came out of COVID-19 restrictions from April 2020.
Notwithstanding pockets of COVID-19 infections during
the 2021 financial year, our Chinese market consistently
showed strong signs of growth and recovery.
Throughout 2021 TruScreen’s distributor Beijing
Siweixiangtai Technology Co. Ltd. (SWXT) focused on
growing the region’s commercial installation base. At the
end of FY2021 China had 81 commercial users (this
excludesusersparticipatinginclinicalprojects)(2020:49),
+65%Year on Year. There are currently over 100 hospitals
in the sales pipeline for commercial installation
throughout China.
TheaveragemonthlySingleUseSensor(SUS)pull-through
per device climbed throughout the year. March 2021 saw
the highest ever volume of SUS consumed by commercial
users,withover8,500SUSusedinTruScreenexaminations
throughout the region. The SUS pull-through per device is
a key metric for measuring commercial acceptance of the
TruScreen technology in any given region.
One of the major clinical projects for the region is the
Chinese Obstetrics and Gynaecology Association (COGA)
national clinical evaluation. The results from the second
phase of the project, conducted in the Sichuan Province,
werepresentedbytheleadinvestigatoratCOGA’sAnnual
Congress in September 2020. The Sichuan trial had 14
hospitals and 1,243 patients participating in the data
collection. TruScreen’s results from this phase were
comparable to or better than the conventional screening
methods, Human Papillomavirus DNA Test (HPV) and Liquid-
based Cytology (LBC). TruScreen had a Sensitivity of 86%
(HPV 94%, LBC 73%), Specificity of 74%(HPV 18%, LBC 53%),
Positive Predictive Value 52% (HPV 27%, LBC 34%), and
Negative Predictive Value 94% (HPV 89%, LBC 86%). These
results confirm the initial Hunan Province results announced
in 2019 and augur well for the COGA project.
As at year end a total of 77 hospitals in China are
participating in the COGA evaluation. 74 of the 77 hospitals
have completed data collection, with approximately 6,000
women screened to date. The evaluation is due to conclude
in mid-2021, with the results expected to be announced in
August 2021.
FY2021 saw more Chinese clinical data published in
recognised national & international medical journals,
further confirming TruScreen’s efficacy in cervical cancer
screening in China. One of the papers highlighted
TruScreen’s benefits and advantages over other screening
methods in a COVID-19 pandemic environment
1
.
During the year, in partnership with SWXT, TruScreen has
worked to establish product manufacturing in Shenzhen,
China,tosecureChinesedomesticproductregistration. This
project is well underway with commissioning of the facility
expected in mid-2021. TruScreen devices becoming a
Chinese domestic product will open significant market
channels that are not available to imported foreign
products. TruScreen will continue to manufacture devices in
Australia for other markets.
1 FUTUREONCOLOGYVOL.17,NO.10,ZiyaoWangetal, https://www.futuremedicine.com/doi/10.2217/fon-2020-0928“TruScreendetectionofcervicaltissues
forhigh-riskhumanpapillomavirus-infectedwomenduringtheCOVID-19pandemic”.
China
While product sales for 2021 were marginally lower (-12%)
than the prior year, due to COVID-19 impacts, the business
has been strengthened in terms of its distributor reach,
capitalbase,thedepthofitsteam,andtherobustnessofthe
TruScreentechnology.
TruScreensuccessfullycompletedasharepurchaseplanand
placement in May 2020 raising $5.24M. The Company then
raised a further $2m on its dual listing on the ASX on 6
January 2021, with 375 new Australian shareholders joining
ourshareregister.
The funds raised throughout FY2021 will continue to be
applied towards growing TruScreen’s presence in the
Chinese Market, developing our other global markets,
andadditionalworkingcapital.
8/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /9
TruScreen’s Russian distribution partner, IntelMed Systems
JSC. (IMS), focused their FY2021 efforts on large scale
education programs. In May 2020 IMS launched a national
education campaign on cervical cancer prevention,
featuring TruScreen as the preferred primary screening
method. This program trained 2,800 doctors in 18 cities
around the country, boosting local acceptance of the
TruScreen technology.
In late 2020 IMS education programs were upgraded to
onlinemasterclassesasRussiawassignificantlyimpactedby
aCOVID-19secondwavethatshutdownregionaltravel. By
March 2021 regional travel restarted and IMS took steps to
recommence the clinical and marketing activities delayed
by COVID-19. Utilising the strong support from local Key
Opinion Leaders (KOL) IMS are now preparing for several
clinical evaluations, expected to begin during FY2022.
Russia
In early 2020 TruScreen rationalised its distribution network
in Europe and appointed Dr Ivan Imre, based in Prague,
Czech Republic, as Commercial Lead for Central & Eastern
Europe (CEE). CEE presents a significant market opportunity
forTruScreenwithover26Mwomenofscreeningageresiding
in the region.
TruScreen partnered with 2 new distributors in FY2021
covering 7 countries in the region. With product registrations
now received in 4 countries, we anticipate our first
commercial and clinical sales for the region to commence in
FY2022.
In March 2021 TruScreen held an inaugural Central European
(CE) Advisory Board meeting with 4 of the region’s Key
Opinion Leaders. The CE Advisory Board will guide
TruScreen and its local distributors in market access and
clinical evaluations throughout Central & Eastern Europe.
Europe
In April 2020 TruScreen made its first commercial sale to
Vietnam following approval from the Vietnam Ministry of
Health (MOH). The MOH approval came after a successful
2019 clinical evaluation held at Hanoi Obstetrics and
Gynaecology Hospital comparing the TruScreen screening
device to conventional screening methods.
InMay2021,VietnamMOHapprovedanadditional4toptier
hospitals in the south, paving the way for commercial use
within these hospitals and throughout the southern
provinces.
TruScreen’s local distributor, Gorton Health Service Pty. Ltd.,
isworkingonaprojectproposaltoscreen7,000womenin20
hospitals,settocommenceinlateFY2022.Thisprojectwould
be the foundation for the lead investigator to complete a
TruScreen-based cervical cancer screening guideline.
Vietnam
In late January 2021, the Dr. Sulaiman Al Habib Medical
Group (SHMG), Saudi Arabia's largest private healthcare
provider, commenced its clinical evaluation of the TruScreen
device.3ofthe6SHMGhospitalsareparticipating,withover
a third of the 600 TruScreen examinations completed by 31
March 2021.
The aim of the study is to have the TruScreen device
recommended for cervical cancer screening in all SHMG
hospitals. As reference hospitals, we expect that once the
approval is received it will accelerate market access
throughout the Middle East region.
Saudi Arabia
In August 2020 TruScreen appointed a new distributor in
Mexico, Sunbird S.A. de C.V. (Sunbird). Since joining our
distribution network Sunbird has focused on reactivating
early acceptors of the TruScreen technology and
transitioning generation 1 device users to the newest
TruScreen model. In total 24 new and reactivated users
came online over the last 6 months, showing great
dedication from our distributor. We are working to
re-establish a TruScreen service centre in Mexico to
service the growing user base.
Mexico
2Globalstrategytoacceleratetheeliminationofcervicalcancerasapublichealthproblem.Geneva:WorldHealthOrganization;2020.Licence:CCBY-NC-SA
3.0IGO.https://www.who.int/publications/i/item/9789240014107
In November 2020, the World Health Organisation (WHO)
released its global strategy to eliminate cervical cancer
2
.
This strategy calls for member countries to re-think their
current and conventional screening paradigms to meet the
established global targets, setting a favourable macro
environment for TruScreen as a disruptive technology.
As a medical device company with an innovative
technology, TruScreen is focused on Medical Affairs and
MarketAccessatagloballevel.Wefurtherstrengthenedour
commitment to medical affairs and compliance in FY2021
with a dedicated resource, Dr. Beata Edling. TruScreen’s
medical affairs strategy is focused on screening guidelines,
datageneration,trainingandeducation,andstrategicNGO
partnerships.
In addition to the formation of our CE Advisory Board,
TruScreen also established an International Experts Group
(IEG). The IEG consists of Prof. Jonathan Berek of Stamford
University, A/Prof. Chibuike Chigbu of Nigeria University, and
Dr. Salim Munoz Barquet of Instituto Nacional de
Cancerologia Mexico. The IEG is an independent committee
that will advise TruScreen on international practices of
cervical cancer screening and management, registration
and reimbursement for medical devices, clinical data
collection, analysis, and publication, screening programs
and funding, and NGO partnerships.
TheIEGandCEAdvisoryBoardwillworkincollaborationwith
our TruScreen Medical Advisory Committee of A/Prof.
Michael Campion (chairman) and Prof. Neville Hacker.
We look forward to engaging with the teams of global
experts to gain greater insights into the screening for
cervical cancer around the world and to achieve greater
collaboration in working towards implementation of the
WHO strategy.
Medical Affairs
10/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /11TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021/11
TruScreen is committed to ensuring all women of screening
age,nomatterwhoorwheretheyare,haveaccesstoquality
cervical cancer screening. We are driven to build better
outcomes for women’s health.
Ourdedicationtodiversityandequalityintheworkplacesits
hand in hand with this mission. We are an equal
opportunities employer, committed to providing an inclusive,
and respectful working environment.
In FY2021, the TruScreen team, including permanent
contractors, was 40% female, with 50% of senior leadership
positions held by women. One fourth (25%) of the Board of
Directors are female.
TruScreen also has a diverse cultural workplace with
directors and team members calling Australia and New
Zealand home with countries of origin being Singapore,
Philippines, Romania, Poland, Iraq, China, Hong Kong,
Colombia, Siri Lanka, and South Africa. This cultural diversity
enables Truscreen to interact successfully with its diverse
global distributor network and customers.
In June 2020, TruScreen appointed its new Chief Technology
Officer(CTO),EdmondCapcelea. Sincejoining,Edmondhas
focusedonstrengtheningourinhousecapabilities,expertise,
and product support, driving the technology team’s cost
optimisation projects, and product research and
development.
In FY2021 TruScreen released its upgraded online customer
portal, enabling us to provide faster support for our
customers and service centres, and have better
management over product quality from production through
to in-field use and routine servicing.
InFY2022TruScreen’squalityandregulatoryteamisworking
towards transitioning to the new European Medical Device
Regulation (MDR) to ensure ongoing regulatory compliance.
Strengthening our Research
and Development
capabilities
During the year TruScreen welcomed two new directors to
the Board, Juliet Hull, and Dr. Dexter Cheung.
Juliet elected to the Board in September 2020; has over 20
years’ experience in Asia Pacific markets in healthcare sales,
marketing,andleadership.JulietwaspreviouslytheGeneral
Manager and Country Director of Johnson & Johnson New
Zealand. Juliet was subsequently appointed as interim CEO
in March 2021.
Dexter was appointed as a Non-Executive Independent
Director in March 2021; he is an experienced medical device
engineer and specialises in product research and
development. Dexter is the Research & Development
Manager of Fisher & Paykel Healthcare, New Zealand.
ProfRonJones,MrChrisLawrence,andMrConHickeyretired
from the Board during FY2021, we take this opportunity to
thank them for their significant contributions to the
Company.
Board Renewal
TruScreen demonstrated its ability to adapt throughout the
COVID-19 pandemic. TruScreen’s relationship with its
distribution network remains a priority. The COVID-19
pandemic meant that we had to change the way we
communicateandconnectwithourcustomersandthewider
medical community. Previously TruScreen executives and the
commercial team travelled to meet with distributors and Key
Opinion Leaders. In 2020, the interactions were by video
conferencingandtechnology.WeheldourfirstvirtualGlobal
Distributors Conference in December 2020, providing an
opportunity for our distribution network to meet and share
information.TruScreenandourpartnershavealsocontinued
to present TruScreen data at medical conferences
throughout the year.
TruScreenmigratedfromin-persontrainingtoonlinetraining
for TruScreen device operators and Head Trainers. We
developed and rolled out an online training platform that
can be utilised anywhere in the world to provide
foundational training for our global users.
Current Group Gender Composition
Connecting with our global
customer base
Diversity
Directors No.Total Organisation No.Permanent Contractor No.Total Organisation %
20212020202120202021202020212020
Male35653260.0%70.6%
Female10324340.0%29.4%
Total459775100.0%100.0%
12/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /13TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /13
Outlook
In FY2021 TruScreen was adaptive and resilient, using the
global pandemic interruptions to build strong foundations
for a post-pandemic future. We focused our efforts on
building acceptance in our key markets, adapting our
approach to customer training and
support, launching new research and development
projects, and re-defining our medical affairs and market
access priorities.
Our strategic plan is focused on reaching profitability and
being cash flow positive, to enable us to reward our
shareholders for supporting the Group, as early as possible.
Successful implementation of our company strategy
demands a leadership team that understands the unique
requirements of our diverse key markets.
Working in close partnership with our customers and TruScreen device operators
around the world, we are committed to ongoing product research and
development to ensure that the TruScreen technology remains best of breed
and innovative in the changing landscape of cervical cancer screening.
We will also continue to seek opportunities to expand our available product portfolio.
TruScreen will capitalise on our strong distributor network, especially in Central &
Eastern Europe. Although deeply impacted by the COVID-19 pandemic, as the
region continues its immunisation efforts, we anticipate most of our key markets
will move towards the reopening of their healthcare systems within the 2022
financial year.
In Russia, we expect to see substantial clinical evaluations that will pave the way
for public and private screening programs. We are working towards the inclusion
of TruScreen as a primary screening tool on the national cervical screening
guidelines.
We will continue to seed and develop Central and Eastern Europe in FY2022.
We look forward to steady growth, built on the distribution partnerships we
have established, and the guidance of the CE Advisory Committee.
China, our strongest market, is the cornerstone of our commercial strategy.
We expect to see rapid expansion coming from the groundwork laid over the last
few years.
With a strong sales pipeline, a growing commercial user base, and several key
projects reaching finalisation we anticipate that the Chinese market will grow
substantially over the next 12-24 months. As local production comes online, it
will open new market opportunities for our technology further extending our
current reach.
Rapid
expansion
in China
Continuous
product
improvement
and
innovation
Continued
traction in
other key
markets
Juliet Hull - Chief Executive Officer
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.
Names, qualifications, experience, and special
responsibilities
Mr Anthony Ho
Non-Executive Chairman and Chair of the Remuneration
and Nomination Committee
Appointed 4 October 2018
Qualifications: B.Com, CA, FAICD, FCIS, FGIA
Mr Ho is an experienced company director having held
executive directorships and chief financial officer roles with
a number of ASX listed companies. Mr Ho 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),
and Cannasouth Limited (NZX: CBD). He was previously
chairman of Esperance Minerals Limited and Credit
Intelligence Limited and a non-executive director Hastings
Technology Metals Limited. Mr Ho 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 Chartered Accountants 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.
Mr Christopher Horn
Non-Executive Director and Chair of the Audit, Finance
and Risk Committee
Appointed November 2013
Qualifications: B.Com FCA
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.
MrHornisaCommercegraduatefromtheUniversityofNew
South Wales and a Fellow of Chartered Accountants
Australia and New Zealand.
NameParticulars
Mr Anthony Ho
Mr Christopher Horn
Ms Juliet Hull(appointed 10 September 2020)
Mr Dexter Cheung(appointed 1 March 2021)
Mr Con Hickey(resigned 10 September 2020)
Dr Ronald Jones(resigned 1 April 2020)
Mr Christopher
Lawrence
(resigned 1 March 2021)
Your directors submit the annual financial
report of the consolidated entity consisting
of Truscreen Group Limited (formerly
Truscreen Limited) (the “Company”) and
the entities it controlled during the period
(the “Group”) for the financial year ended
31 March 2021. The directors report as follows:
Directors’ Report
14/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
Ms Juliet Hull
Executive Director (and current acting CEO) and
member of the Remuneration and Nomination
Committee
Appointed 10 September 2020
Qualifications: B.Nurse, MBA MGSM
Ms Hull was until January 2021 the NZ General Manager/
Country Director of Johnson & Johnson Medical (J & J), a
director of the ANZ Johnson & Johnson Medical Executive
Board, a director of MTANZ (Medical Technology
AssociationofNZ)andamemberofboththeAPACRegional
Leadership team for J & J’s Orthopaedics and Ethicon
Divisions.
Ms Hull is a senior executive with more than 20 years’
experience in Asia Pacific markets in Healthcare sales,
marketing and leadership. Ms Hull is currently acting as the
interim CEO of TruScreen.
Ms Hull holds a Master of Business and Administration
(Macquarie Graduate School of Management, Sydney,
Australia) and Bachelor of Nursing (Auckland University of
Technology), Auckland, New Zealand.
Dr Dexter Cheung
Non-Executive Director and member of the Risk,
Finance and Audit Committee
Appointed 1 March 2021
Qualifications: B.Tech (Hons.), M.Eng (Hons), PhD
Dr. Cheung is an experienced medical device engineer and
specialist in product research and development, with more
than 20 years’ experience. He is the Research &
Development Manager of the respiratory humidification
division of Fisher & Paykel Healthcare, an NZX/ASX listed
healthcare company and a global leader in respiratory
medical devices.
Dr.Cheungholdsafirst-classhonoursdegreeinBachelorof
Technology, a Master of Engineering (first class honours)
degreeandaDoctorofPhilosophy(inphysics)fromhisalma
mater, University of Auckland.
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.
¹Appointed 10 September 2020
²Appointed 1 March 2021
3
Resigned 10 September 2020
4
Resigned 1 March 2021
5
Resigned 1 April 2020
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
relatedbodycorporate)thatmayarisefromtheirpositionas
directorsoftheconsolidatedentity,exceptwheretheliability
arises out of conduct involving a lack of good faith.
Shares
Number of fully
paid ordinary
shares
Number of fully
paid ordinary
shares
Director20212020
Anthony Ho3,600,0003,500,000
Christopher Horn2,050,0001,550,000
Juliet Hull¹
--
Dexter Cheung²
--
Con Hickey
3
--
Christopher
Lawrence⁴22,400,00022,400,000
Options
Number of
options
Number of
options
Director20212020
Anthony Ho3,000,0003,000,000
Christopher Horn1,000,0001,000,000
Juliet Hull¹
--
Dexter Cheung²
--
Con Hickey
3
1,000,0001,000,000
Christopher
Lawrence
4
1,000,0001,000,000
Ronald Jones
5
1,000,0001,000,000
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /15
Remuneration report
This report outlines the remuneration arrangements in
place for key management personnel of Truscreen Group
Limited for the financial year ended 31 March 2021.
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 Board seeks to set aggregate remuneration at a level
that provides the Company with the ability to attract and
retain directors of the highest calibre, whilst incurring a
cost that is acceptable to shareholders.
The NZX Listing Rules specify that the aggregate
remuneration of non-executive directors shall be
determined from time to time by a general meeting. The
latest determination was at the Annual General Meeting
held on 27 August 2019 when shareholders approved an
aggregate remuneration of up to $300,000 per year.
The amount of aggregate remuneration sought to be
approved by shareholders and the manner in which it is
apportioned amongst directors is reviewed annually. The
Board considers the fees paid to non-executive directors
of comparable companies when undertaking the annual
review process.
Each director receives a fee for being a director of the
Company.
The remuneration of non-executive directors for the
period ended 31 March 2021 is detailed in the
remuneration of directors and named executives section
of this report on page 17.
Remuneration of key management and personnel
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.
Fixed Remuneration
Fixed remuneration is reviewed annually by the
RemunerationCommittee.Theprocessconsistsofareview
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 tables below.
16/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
Key management personnel remuneration for the year ended 31 March 2020
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /17
Short-term
employee
benefits
Post-
employment
benefits
Salary & Fees
$
Superannuation
$
Share based
Payments
$
Total
$
2020202020202020
Anthony Ho110,000-68,000178,000
Christopher Horn50,000-34,00084,000
Christopher Lawrence40,000-34,00074,000
Con Hickey40,000-34,00074,000
Victoria Potarina24,5691,843-26,412
Guy Robertson88,449-17,000105,449
Martin Dillon203,77115,41634,000253,187
Ronald Jones40,000-34,00074,000
Robert Hunter23,333-34,00057,333
620,12217,259289,000926,381
Short-term
employee
benefits
Post-
employment
benefits
Salary, fees &
termination
benefits
$
Superannuation
$
Share based
Payments
$
Total
$
2021202120212021
Anthony Ho80,833--80,833
Christopher Horn50,833--50,833
Juliet Hull36,904--36,904
Dexter Cheung4,167--4,167
Edmond Capcelea174,44316,572-191,015
Guy Robertson103,451--103,451
Christopher Lawrence36,667--36,667
Con Hickey17,879--17,879
Victoria Potarina*535,19723,049-558,246
1,040,37439,621-1,079,995
Key management personnel remuneration for the year ended 31 March 2021
* Includes termination payment of $257,042.
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
DirectorAttended
Eligible to
AttendAttended
Eligible to
AttendAttended
Eligible to
Attend
Mr Anthony Ho1212--11
Mr Christopher Horn12122211
Ms Juliet Hull7711--
Mr Dexter Cheung22----
Prof. Ron Jones------
Mr Christopher
Lawrence1111----
Mr. Con Hickey5511--
In addition, four circular resolutions were signed by the board during the period.
Remuneration of Auditors
End of Directors’ Report.
On behalf of the Board as at 29 June 2021
* Other services relate to a limited assurance report provided by RSM Corporate Australia Pty Ltd, in connection with
Truscreen Group Limited's ASX Listing.
Anthony Ho – Chairman
Christopher Horn – Director
Options held by Directors and Key Management Personnel
8,500,000 options were issued to directors and key management personnel in the previous year. The options have an
exercise price of 15 cents and an expiry date of 27 August 2022. As the options have fully vested the total valuation amount
determined by the Black & Scholes model has been expensed in the previous year.
Employees Remuneration
Four employees of the Group, not being directors, during the period ended 31 March 2021, received remuneration and other
benefits in their capacity as employees, the value of which was or exceeded $100,000 per annum.
The number of such employees or former employees in brackets of $10,000 was:
Employee remunerationNumber of employees
$110,000 to $120,0001
$160,000 to $170,0001
$170,000 to $180,0001
$190,000 to $200,0001
$450,000 to $460,0001
18/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
Auditor’s remuneration – RSM Hayes Audit20212020
Fees for the audit of the financial statements$92,547$80,000
Other assurance services provided by the auditors* $10,710-
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /19
for the year ended 31 March 2021
Financial Statements
& Auditor’s Report
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
20
Consolidated Statement of Financial Position21
Consolidated Statement of Changes in Equity22
Consolidated Statement of Cash Flows23
Notes to the Financial Statements24
Independent Auditor’s Report46
TRUSCREEN GROUP LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
for the year ended 31 March 2021
Note
2021
$
2020
$
Revenue from the sale of goods61,132,6411,288,242
Other income 6843,2741,266,040
Cost of product sales(732,603)772,020
Employee benefit expenses and directors’ fees7(1,180,425)(1,308,222)
Administration(403,638)(494,438)
Research and development expenses(1,288,197)(1,137,389)
Rent(40,876)(47,225)
Travel(4,192)(77,777)
Marketing & product approvals(618,281)(430,656)
Insurance(85,196)(87,410)
Shareholder relations & services(295,163)(148,115)
Foreign exchange (loss)/gain(136,200)108,038
Amortisation & depreciation7(646,598)(597,830)
Impairment of non-current assets14-(2,380,000)
Finance costs (34,556)(71,959)
Share based payments20-(306,000)
Loss before income tax(3,490,010)(5,196,721)
Income tax expense8--
Loss for the period(3,490,010)(5,196,721)
Other comprehensive income
Item that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign subsidiary
operations
500,136(259,903)
Other comprehensive income/(loss) for the period500,136(259,903)
Total comprehensive loss for the period (2,989,874)(5,456,624)
Basic and diluted loss per share (cents)19(1.08)(2.32)
The accompanying notes form part of these financial statements.
20/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
On behalf of the Board as at 29June 2021
Anthony Ho – Chairman
Christopher Horn – Director
TRUSCREEN GROUP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 March 2021
Note
2021
$
2020
$
CURRENT ASSETS
Cash and cash equivalents95,255,0741,024,153
Other receivables10558,485684,250
Loan receivable10-75,000
Trade receivables10-107,018
Goods and services tax recoverable44,23317,510
Inventories11732,574503,768
Other current assets – prepayments105,931136,442
TOTAL CURRENT ASSETS6,696,2972,548,141
NON-CURRENT ASSETS
Plant and equipment13307,092295,048
Intangible assets145,001,3025,230,821
TOTAL NON-CURRENT ASSETS5,308,3945,525,869
TOTAL ASSETS12,004,6918,074,010
CURRENT LIABILITIES
Trade and other payables15452,494293,141
Borrowings16-410,280
Provision for employee benefits17205,37383,149
TOTAL CURRENT LIABILITIES657,867786,570
NON-CURRENT LIABILITIES
Provision for employee benefits1737,63346,373
TOTAL NON-CURRENT LIABILITIES37,63346,373
TOTAL LIABILITIES695,500832,943
NET ASSETS11,309,1917,241,067
EQUITY
Issued capital1834,550,04827,492,050
Share option reserve18306,000306,000
Foreign currency translation reserve21(214,563)(714,699)
Accumulated losses(23,332,294)(19,842,284)
Total Equity11,309,1917,241,067
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /21
Note
Share Capital
$
Accumulated
Losses
$
Foreign Currency
Translation Reserve
$
Option
Reserve
$
Total
$
Balance at
1 April 2020
27,492,050(19,842,284)(714,699)306,0007,241,067
Loss for the year to
31 March 2021
-(3,490,010)--(3,490,010)
Exchange
differences on
translating foreign
subsidiary
operations
21--500,136-500,136
Total
comprehensive
income for the year
-(3,490,010)500,136-(2,989,874)
Transactions with owners, in their capacity as owners
Issue of shares 187,489,968---7,489,968
Share issue cost18(431,970)---(431,970)
Total transactions
with owners
7,057,998--7,057,998
Balance at
31 March 2021
34,550,048(23,332,294)(214,563)306,00011,309,191
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2021
Note
Share Capital
$
Accumulated
Losses
$
Foreign Currency
Translation Reserve
$
Option
Reserve
$
Total
$
Balance at
1 April 2019
26,421,168(14,645,563)(454,796)-11,320,809
Loss for the year to
31 March 2020
-(5,196,721)--(5,196,721)
Exchange
differences on
translating foreign
subsidiary
operations
21--(259,903)-(259,903)
Total
comprehensive
income for the year
-(5,196,721)(259,903)-(5,456,624)
Transactions with owners, in their capacity as owners
Issue of shares 181,131,800---1,131,800
Share issue cost18(60,918)---(60,918)
Share based
payments
20---306,000306,000
Total transactions
with owners
1,070,882--306,0001,376,882
Balance at
31 March 2020
27,492,050(19,842,284)(714,699)306,0007,241,067
22/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
TRUSCREEN GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2021
Note
2021
$
2020
$
CASH FLOW FROM OPERATING ACTIVITIES
Cash received from customers 1,242,5951,309,080
Cash paid to suppliers and employees including GST4,282,506(4,415,470)
Cash received from research and development tax offset1(f)689,1671,645,985
Government subsidies268,717-
Short-term lease payments not included in lease liability(73,978)(111,002)
Interest paid(35,146)(71,959)
Interest received1,8208,867
Net cash to operating activities22(2,189,331)(1,634,499)
CASH FLOW TO INVESTING ACTIVITIES
Purchase of plant and equipment(97,524)-
Net cash to investing activities(97,524)-
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of shares187,489,9681,131,800
Share issue costs(431,970)(60,918)
Repayment of borrowings(410,280)(626,501)
Proceeds from borrowings16-410,280
Net cash from financing activities6,647,718854,661
Net increase/(decrease) in cash and cash equivalents4,360,863(779,838)
Cash and cash equivalents at the beginning of the financial
year
1,024,1531,737,775
Effects of exchange rate changes on cash and cash
equivalents
(129,942)66,216
Cash and cash equivalents at the end of the financial year95,255,0741,024,153
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /23
NOTE 1. SUMMARY OF
SIGNIFICANT ACCOUNTING
POLICIES
General Information
These consolidated financial
statements and notes represent those
of Truscreen Group Limited (formerly
Truscreen Limited) and its subsidiaries
(the“Group”).Referencesto“TruScreen”
is used to refer to Truscreen Group
Limited (the “Company”).
The parent company, Truscreen Group
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 and
on the ASX as an ASX Foreign Exempt
Listing. TruScreen is a FMC reporting
entity under Part 7 of the Financial
Markets Conduct Act 2013.
The registered office of the Company is
Level6EquitableHouse,57SymondsSt,
Grafton, Auckland 1010, New Zealand.
TheGroupisengagedinthebusinessof
the development, manufacture and
sale of cancer detection devices and
systems.
The financial statements were
authorised for issue on 29 June 2021 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(“NZIFRS”),andInternational
Financial Reporting Standards (“IFRS”).
These financial statements have been
prepared under the historical costs
convention,modifiedbytherevaluation
of certain assets and liabilities as
identified in specific accounting
policies below.
The principal accounting policies
adopted in the preparation of the
financialreportaresetoutbelow.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.
Asdisclosedinthefinancialstatements,
the Group reports;
• a loss of $3,490,010
(2020: $5,196,721), however this is
after the depreciation, and
amortisation of non-current assets
of $646,598 (2020: $2,977,830
including impairment).
• net cash outflows from operating
andinvestingactivitiesof$2,189,331
(2020: $1,634,499)
• cash at year end of $5,255,074
(2020: $1,024,153)
The Directors have undertaken a
detailed cash flow forecast for the
twelve months following the date of
approval of report, which shows that
the business will be able to meet its
debts as and when they fall due.
In addition, the Board consider the
cash flow forecasts to be achievable
and capital raised during the 2021 year
will to have provided sufficient cash
reserves to cover any operating deficit
and capital expenditure. The Board
consider managing cash flow and
working capital critical in successfully
executing the strategies to achieve the
business model of the Group.
b. Principles of Consolidation
Truscreen Pty Limited is the wholly
owned subsidiary of Truscreen Group
Limited which was specifically
incorporated for the purposes of
acquiring the Truscreen Pty Limited
business (the “Transaction”). Truscreen
Group 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 Group Limited
due to the fact that the owners of
TruscreenPtyLimitedownedthelargest
single minority voting interest in the
resulting Group, post Transaction which
occurred in 2014.
The Transaction has been accounted
for as a continuation of the financial
statements of Truscreen Pty Limited,
togetherwithadeemedissueofshares,
equivalent to the shares held by the
former shareholders of Truscreen Group
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 Group Limited.
As such, the consolidated financial
statements are issued in the name of
the legal Parent, Truscreen Group
Limited, but are a continuation of the
financial statements of the legal
subsidiary Truscreen Pty Limited.
TRUSCREEN GROUP LIMITED
Notes to the
Financial Statements
for the year ended 31 March 2021
24/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
The Group financial statements also
include:
• Truscreen Ltd (UK) which was
incorporated on 6 November 2013
• TruScreen S. de R.L de C.V which
wasincorporatedon17August2017
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
thosereturnsthroughitspoweroverthe
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.
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 Group
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.
Transactions and balances
For each entity in the Group,
transactionsincurrenciesotherthanthe
functional currency are translated at
the foreign exchange rate ruling at the
date of the transaction. Foreign
exchange gains and losses resulting
fromthesettlementofsuchtransactions
and from the translation of monetary
assets and liabilities denominated in
foreign currencies at reporting date
exchange rates are recognised as part
ofthelossfortheperiod.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
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
bestreflectstheeconomicsubstanceof
the underlying events and
circumstances relevant to that entity
(the"functionalcurrency").Thefinancial
statements are presented in New
Zealand dollars, which is Truscreen
Group Limited’s functional currency.
The functional currencies of the
subsidiaries are:
translated using the rate
approximating the date of the
transaction. All differences arising from
the translation of foreign operations
are recognised in the foreign currency
translation reserve through other
comprehensive income. Exchange
difference on monetary items forming
part of the net investment in foreign
operations are recognised through
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. In limited
circumstances the Group will offer
credit.
The Group provides warranties 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 device sales
and consumable single use sensors in
thegeographicregionsoutlinedinNote
6.
f. Other Income
The Research and Development tax
offset is receivable from the
Commonwealth Government of
Australia. Under the 43.5% refundable
Subsidiary
Country of
Incorporation
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
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /25
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”andrecognisedinthesame
period as the related research and
development expenditure. This is
disclosed as other income in the
Consolidated Statement of Profit or
LossandOtherComprehensiveIncome.
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.
Government subsidies policy: Other
government grants received from the
Australian Government (comprising
Jobkeeper and Cash Flow boost
payments, as a result of the COVID-19
pandemic response) are recognised in
the profit and loss when the right to
receive government assistance has
occurred.
g. Income Tax
Income tax expense comprises current
and deferred tax where applicable.
Income tax expense is recognised in
profitandlossexcepttotheextentthat
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
adjustmenttotaxpayableinrespectof
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
beenenactedorsubstantivelyenacted
at the reporting date. Deferred tax
assetsandliabilitiesareoffsetifthereis
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
liabilitieswillberealisedsimultaneously.
A deferred tax asset is recognised for
unused losses, tax credits and
deductible temporary differences, to
theextentthatitisprobablethatfuture
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
comprisesallcostsofpurchase,costsof
conversion and other costs incurred in
bringing the inventories to their present
location on a first-in-first out (FIFO)
basis.
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.
26/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
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
an individual analysis of the
collectability of each account. For
trade receivables, which are reported
net, such provisions are recorded in a
separate provision account with the
loss being recognised within
administration costs 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 following a review of each
receivable every six months.
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
tradinghistory. Suchrenegotiationswill
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 all
financial liabilities as measured at
amortised cost based on the purpose
for which the liability was acquired. The
Company/Group's accounting policy is
as follows:
Other financial liabilities
Other financial liabilities include the
following items:
Trade payables and borrowings, which
areinitiallyrecognisedatfairvalueand
subsequently carried at amortised cost
using the effective interest method.
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%
diminishing value.
The assets’ residual values, useful lives
and depreciation methods are
reviewed, and adjusted if appropriate,
at the end of each reporting period.
An asset’s carrying amount is written
down immediately to its recoverable
amountiftheasset’scarryingamountis
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.
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
marketassessmentsofthetimevalueof
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
assetsthatgeneratescashinflowsfrom
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
intangibleassetsorparticulargroupsof
intangible assets. This is as the cash
flows arising from the cancer detection
business requires utilisation of all the
particular intangibles.
Impairmentlossesarerecognisedinthe
profit and loss and is a non-cash
expense. 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
periodandtheamortisationmethodfor
an intangible asset with a finite useful
life are reviewed at least at each
financial year end.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /27
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 10 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
tocompletedevelopmentandtouseor
sell the asset. The expenditure
capitalised includes the cost of
materials,directlabour,overheadcosts
that are directly attributable to
preparingtheassetforitsintendeduse,
and capitalised borrowing costs.
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
fromservicesrenderedbyemployeesto
the end of the reporting period.
Employeebenefitsthatareexpectedto
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 discounted using market yields on
national government bonds (of the
country where the employment
contract exists) with terms to maturity
thatmatchtheexpectedtimingofcash
flows.
q. Share Based Incentive Plan
The Group has operated in the past a
share-based incentive plan under
which the entity receives services from
employees and consultants 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 over the vesting period.
The total amount to be expensed is
determined by reference to the fair
valueoftheawardsgranted.Attheend
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.
NOTE 2. ADOPTION OF NEW AND
REVISED STANDARDS
Nostandardsoncurrentlyissuethatare
yet to be adopted are expected to
significantly impact the presentation,
measurement or recognition of
reportable items relevant to the Group.
NOTE 3. SIGNIFICANT
ACCOUNTING ESTIMATES AND
JUDGEMENTS
The Company makes estimates and
assumptionsconcerningthefuturethat
affects the amounts reported in the
financial statements. Estimates and
judgments are continually evaluated
andbasedonhistoricalexperienceand
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
estimatesandassumptionsthathavea
significant risk of causing material
adjustmentstothecarryingamountsof
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 judgement in
determining whether revenue can
be recognised in advance of the
receipt of cash.
The significant judgements adopted by
theGroupinapplyingNZIFRS15criteria
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 14 provides
detailed information about the
valuation techniques, inputs and
key assumptions used in the
testing for impairment.
28/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
Financial instruments by categoryNote
2021
$
2020
$
Financial assets (held at amortised cost)
Cash and cash equivalents95,255,0741,024,153
Trade and other receivables
Loan receivable10-75,000
Trade receivables subject to credit risk10-107,018
Total trade and other receivables-182,018
Total financial assets at amortised cost5,255,0741,206,171
Financial liabilities (held at amortised cost)
Trade and other payables15452,494293,142
Borrowings16-410,280
Total financial liabilities at amortised cost452,494703,422
Market Risk
Foreign currency risk
Foreigncurrencyriskistheriskthatpricechangesfromfluctuatingexchangerateswillreducethecarryingamountoffinancial
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, but principally Australian and United States Dollars. 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /29
• 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.
• Estimate of the Research and Development tax offset
The Group receives a research and development tax offset based on 43.5% of research and development expenditure
incurred. The amount is received following filing of the Group income tax returns. The Group estimates the amount of the
offset assisted by external consultants, accounting for the amount as a receivable at year end.
NOTE 4. FINANCIAL RISK MANAGEMENT
In the normal course of business, the Group is exposed to a variety of financial risks including foreign currency, interest rate,
creditandliquidityrisks.TheGroup’soverallriskmanagementstrategyfocusesonminimisingthepotentialnegativeeconomic
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 totals for each category of financial instrument are as follows:
AssetsLiabilities
2021
$
2020
$
2021
$
2020
$
USD478,479405,577--
GBP 26,52824,506--
Sensitivity analysis
ThefollowingtabledetailstheGroup’ssensitivitytoa10%increaseordecreaseinNZDagainsttherelevantforeigncurrencies.
10%representsmanagement’sassessmentofareasonablypossiblechangeinforeignexchangerates.Thesensitivityanalysis
includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a
10%changeinforeigncurrencyrates.ApositivenumberbelowindicatesanincreaseinprofitwhereNZDweakens10%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.
Interest rate risk
Interestrateriskarisesonfinancialassetsandfinancialliabilitiesrecognisedattheendofafinancialperiodwherebyafuture
changeininterestrateswillaffectfuturecashflows.TheGroup’spolicyistodepositcashatfloatingratesoratfixedratesfor
periods of time of less than 6 months, to minimise 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:
— 0.10% of NZ$1,060,384 (2020: 0.55% of NZ$511,544) on cash held in AUD.
— Nil% of NZ$3,689,139 (2020: Nil% of NZ$176,206) on cash held in NZD.
— 0.50% of NZ$26,528 (2020: 0.50% of NZ$24,506) on cash held in GBP.
— Nil of NZ$478,479 (2020: Nil of NZ$309,878) on cash held in USD.
The interest rate risk on bank balances is minimal as the fluctuation of the prevailing market interest rate is very low.
Credit Risk
CreditriskistheriskthatonepartytoafinancialinstrumentwillfailtodischargeitsobligationsandasaresulttheGroupwill
suffer financial loss.
Withrespecttocreditriskarisingfromcashandcashequivalentsthereislimitedcreditrisk.Thecreditratingofcashatbank
and term deposits are:
Credit rating – Standard and Poor’s
2021
$
2020
$
USD47,84840,558
GBP 2,6532,451
Cash at bankNote
2021
$
2020
$
S&P short term rating A-1+5,228,002997,727
S&P short term rating A-126,52824,506
95,254,5301,022,233
Effect on profit after tax and equity: 10% weakening in NZD
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:
30/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
Details of the exposure to credit quality of receivables, the age of receivables that are past due and any impairment are
disclosed in Note 10 to the financial statements.
In relation to customer credit risk the Company will deal with established distributors, government or aid agencies sponsored
by government.
With respect to credit risk arising from accounts receivable, it is the Group’s policy to only enter into agreements with parties
who the Group assesses to be creditworthy. Accounts receivable balances are monitored on an ongoing basis and overdue
accounts are followed up rigorously.
The maximum exposure to credit risk from trade receivables subject to credit risk as at 31 March 2021 amounted to $Nil (2020:
$161,759) refer to Note 10.
Minimal credit risk arises from the other receivable – research and development grant being due from the Australian
Government.
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:
TheCompanyandGroupmanageliquidityriskbyundertakingarollingtwelvemonthcashflowforecastmonthly,andholding
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
approximatetheircarryingvalueduetotheshorttermnatureofthesebalances,and/orthebalancesbeingsubjecttomarket
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.
Financial Liabilities
Carrying
amount
Total contractual
cash flows
Not later than
three months
Later than 3
months and not
later than
1 year
Group 2021$$$$
Trade and other
payables452,494452,494452,494-
Borrowings----
Financial Liabilities
Carrying
amount
Total contractual
cash flows
Not later than
three months
Later than 3
months and not
later than
1 year
Group 2020$$$$
Trade and other
payables293,142293,142293,142-
Borrowings410,280441,05115,386 425,665
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /31
NOTE 5. SEGMENT INFORMATION
The Group operates in one operating segment. It owns the rights to the TruScreen Cervical Cancer screening device.
The device 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:
The basis for attributing revenues from external customers to individual countries is the location of the customer.
The following customers contributed more than 10% of the Group’s revenue for the year ended 31 March 2021 and or 31 March 2020:
No additional disclosure is required in the financial statements as the Group has one reportable segment.
2021
$
2020
$
Information about products and services
Total Revenues from external customers 1,132,6411,288,242
Information about geographical areas
Foreign country:
Mexico56,298140,425
China884,076766,755
Russia59,3735,236
Vietnam123,492-
Zimbabwe4,835274,436
Others4,567101,390
1,132,6411,288,242
Note
2021
$
2020
$
Non-current assets other than financial
assets by country in which the entity holds
those assets
Foreign country – Australia
Plant and equipment13307,092295,048
Intangible assets145,001,3035,230,821
Total non-current non-financial assets5,308,3955,525,869
20212020
Domicile of Customer
$%$%
China884,07678766,75560
Vietnam123,49211--
Zimbabwe--274,43622
Mexico--140,42511
32/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
2021
$
2020
$
Sales revenue - sale of goods¹
Wholesalers/distributors1,127,3501,013,806
Direct to end customer²
5,291274,436
1,132,6411,288,242
Other income
Research and development tax offset
3
- Current year549,109684,250
- Prior year adjustment23,628572,923
572,7371,257,173
Interest received1,8208,867
Government subsidies268,717-
843,2741,266,040
NOTE 6. REVENUE
¹For a geographical breakdown of revenues see Note 5. Ownership of goods generally transfers to the distributor/customer
on leaving TruScreen’s premises or that of the outsourced manufacturer when shipped directly to customers.
2
The 2020 revenue related to goods shipped in 2019 where the revenue was previously not recognised, due to the customer
being in Zimbabwe where political unrest resulted in short term difficulties in remitting foreign exchange.
3
For further detail with regard to the research and development tax offset, refer to note 1(f).
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /33
Note
2021
$
2020
$
Loss before income tax includes the following specific
expenses:
Employee benefits expense
Wages and salaries750,372878,758
Staff superannuation – defined contribution plan56,16082,769
Provision for annual leave7,90416,008
Provision for long service leave(11,421)(4,437)
Directors fees26214,544303,333
Other employee related162,86631,791
1,180,4251,308,222
Administration and other operating expenses include:
Audit fees
Under-provision in 2019 – BDO Auckland-25,767
Fees for audit of financial statements for the year ended 31
March – RSM Hayes Audit
92,54780,000
Other services provide by the auditors*10,710-
Total remuneration of auditors102,357105,767
* Other services related to a limited assurance report provided by RSM Corporate Australia Pty Limited in connection
with Truscreen Group Limited's ASX Listing.
Amortisation of intangible assets14544,565517,527
Depreciation of plant and equipment13102,03380,303
Total amortisation & depreciation646,598597,830
NOTE 7. EXPENSES
2021
$
2020
$
Loss for the year(3,490,010)(5,196,721)
Prima facie income tax saving using the
applicable country’s tax rate 28% (2020 :28%)
977,2011,455,082
Impact of variation in foreign tax rates (27.50%
for Aus.; 19% for UK) (2020 : 27.50% for Aus.; 19%
for UK)
(18,431)(25,032)
Expenses not deductible for tax in the current
period:
(242,492)(263,370)
Losses not recognised as a deferred tax asset(716,278)(1,166,680)
Income tax expense--
NOTE 8. INCOME TAX EXPENSE
Truscreen Pty Limited is required, under Australian employment laws, to pay a prescribed portion of each employee’s salary
into a superannuation scheme.
34/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
2021
$
2020
$
Deductible/(non-deductible) temporary
difference:
Foreign exchange losses(83,027)602,029
Other timing differences267,605288,460
184,578890,489
Unused tax losses11,591,50010,978,534
Total 11,776,07811,869,023
2021
$
2020
$
Cash on hand5451,920
Cash at bank5,254,5291,022,233
5,255,0741,024,153
2021
$
2020
$
CURRENT
Research and development tax offset558,485834,250
Loan receivable-75,000
558,485909,250
Trade receivables subject to credit risk-161,759
Less provision for uncollectible amounts-(54,741)
-107,018
558,4851,016,268
NOTE 9. CASH AND CASH EQUIVALENTS
NOTE 10. TRADE AND OTHER RECEIVABLES
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.
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.
Cash at bank is earning interest at a floating rate at the reporting date it ranged from 0% to 0.10% (2020: 0% to 0.55%).
Cash at bank is at call.
No interest is charged on trade receivables. Refer to Note 6 regarding income from the research and development tax offset.
The Group normally requires cash on delivery. In exceptional circumstances the Company has extended credit.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /35
The aging analysis of trade receivables past due is as follows:
Consolidated
Group
Days Overdue
20211 – 60 days90 – 180 daysOver 180 daysTotal past dueWithin terms
$$$$$
Trade receivables
subject to credit risk
(prior to provision)
-----
Loan receivable-----
-----
20201 – 60 days90 – 180 daysOver 180 daysTotal past dueWithin terms
$$$$$
Trade receivables
subject to credit risk
(prior to provision)
--161,759161,759-
Loan receivable----75,000
--161,759161,75975,000
2021
$
2020
$
Finished goods at cost275,530164,373
Work in progress457,044339,395
732,574503,768
NOTE 11. INVENTORIES
As of 31 March 2020, a provision for $54,741 were considered impaired and provided for.
No collateral is held over trade receivables.
36/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
Name of Subsidiary
Principal Place of
Business
Ownership Interest held by the group
20212020
Truscreen Pty LimitedAustralia100%100%
Truscreen Ltd (UK)UK100%100%
TruScreen S. de R.L. de C.V. Mexico100%100%
NOTE 12. INTERESTS IN SUBSIDIARIES
Subsidiaries are:
NOTE 13. PLANT AND EQUIPMENT
Principal Activities
Truscreen Pty Limited owns the rights to the TruScreen Cervical Cancer Screening Device. The device comprises a medical
device and process designed to detect the presence in real time of precancerous and cancerous tissue on the cervix.
TruscreenLtd(UK)holdstheCEmarkofqualitycomplianceandwillonlytradetotheextentnecessarytosatisfytheminimum
requirement for value added tax registration in the United Kingdom and CE certification. In 2021 TruScreen Ltd (UK) made no
sales.
TruScreen S. de R.L. de C.V. is non-operating.
Note
2021
$
2020
$
Plant and equipment at cost 545,560421,876
Accumulated depreciation(238,468)(126,828)
307,092295,048
Movements in the carrying amount of plant and
equipment are as follows:
Opening net book value295,048367,993
Additions97,524-
Depreciation charge7(102,033)(80,303)
Foreign currency reserve movement16,553(4,642)
Closing net book value 307,092295,048
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /37
NOTE 14. INTANGIBLE ASSETS
Note
Intellectual
Property
$
Development
cost
$
Total
$
Cost
Opening balance as at 31 March 2019
7,454,3062,799,13710,253,443
Net exchange differences arising on
the translation of the financial
statements into the presentation
currency
(140,567)(55,525)(196,092)
Balance as at 31 March 2020
7,313,7392,743,61210,057,351
Net exchange differences arising on
the translation of the financial
statements into the presentation
currency
453,499170,122623,621
Balance as at 31 March 2021
7,767,2382,913,73410,680,972
Accumulated Amortisation
Balance as at 31 March 2019
(1,569,776)(422,604)(1,992,380)
Amortisation recognised during the
period
(376,704)(140,823)(517,527)
Net exchange differences arising on
the translation of the financial
statements into the presentation
currency
48,67014,70763,377
Balance as at 31 March 2020
(1,897,810)(548,720)(2,446,530)
Amortisation recognised during the
period
7(385,364)(159,201)(544,565)
Net exchange differences arising on
the translation of the financial
statements into the presentation
currency
(124,257)(36,743)(161,000)
Balance 31 March 2021
(2,407,431)(744,664)(3,152,095)
Impairment
Balance impairment 31 March 2020
(1,693,629)(686,371)(2,380,000)
Net exchange differences arising on
the translation of the financial
statements into the presentation
currency
(105,016)(42,559)(147,575)
Balance impairment 31 March 2021
(1,798,645)(728,930)(2,527,575)
Carrying amounts
Balance as at 31 March 2019
5,884,5302,376,5338,261,063
Balance as at 31 March 2020
3,722,3001,508,5215,230,821
Balance as at 31 March 2021
3,561,1621,440,1405,001,302
38/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
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 9 years useful life remained on in use intangible intellectual property assets.
Development costs consist mainly of costs incurred to produce a second generation TruScreen device. The new console was
available for use on 1 April 2016. Amortisation commenced from that date. At reporting date 10 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.
The cash flow projections adopted for the Review reflect the Directors’ considered view of performance achievability and
their recognition that the cash flows of the Group while in the development and commercialisation phase are inherently
uncertain and subject to a number of risks.
In particular the Directors have assessed the risk of not meeting the projected device sales and roll out in China and other
countries as a result of COVID-19 pandemic. These risks have been taken into account in determining the budget for 2022
and the impact on sales revenue in subsequent years.
TheprojectionsrelatetothemarketsinwhichTruScreenisintheprocessofestablishingitsbusiness:principallyChina,Russia,
and eastern Europe. Achievement of projected results will be impacted by timing and market scaling aspects and the risks
referredtoabove.Thesefactorshavebeencateredforbyapplyingappropriateachievementprobabilitiestotheprojections.
Key elements of the Review
• In compliance with NZ IAS 36 requirements, the measurement of the recoverable amount for the TruScreen cash
generating unit (“CGU”) has been based on using a discounted free cash flow approach (“DFCF”) to assess the value in
use.
• The Directors have adopted the DFCF 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 given the uncertainties disclosed
above and the net cashflow generated are discounted to present values.
Key Inputs and Variables
• Cash flow projections over a 5 year period;
• Terminal growth rate of 2% (2020: 2%), based on long term economic growth prospects;
• The year 2022 is based on budget with revenue being discounted to reflect the ongoing impact of COVID-19 through to
the end of calendar 2021. Revenue for 2023 has been estimated by careful review of each market with growth in
subsequent years growing at the rate of between 17% and 35% per annum for devices, and SUS growth based on
average monthly usage for devices in use at the start of each year plus 50% of devices sold in the year.
• ArangeofWACCrateswasestimatedbetween20%to25%toaccountfortimevalueofmoneyandassociatedrisks.This
is based on current market rates adjusted for business and specific risks. In the final determination a post tax rate of
22.5% (27.3% pre tax) was used.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /39
DFCF Approach Result
•Having applied the above inputs and variables, the Directors have estimated the value in use of the TruScreen CGU at
$6.0m (2020: $6.4m). The carrying value of the CGU is $6.0m (2020: $6.4m), including the carrying value of the Intangible
Assets of $5.0m (2020: $5.23m).
•There is no impairment adjustment required in the current year.
•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
(including accessibility of markets), commercial factors, regulations etc. and could have a material impact on the
estimated value in use. 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 further impairment of the Intangible Assets.
Sensitivity Analysis
The following outlines the sensitivity of the carrying amount to changes in key assumptions applied, with all other items held
constant:
2021
$
2020
$
CURRENT
Other payables and accruals452,494293,142
NOTE 15. TRADE & OTHER PAYABLES
Other payables and accruals are interest free and payable generally on credit terms of 30 days from receipt of goods or
services.
$
Revenue assumption for 2022 to 2026 Financial Year
Impairment/
(reversal)
Reduced by 5%1,225,000
Increased by 5%(1,225,000)
In Use Device growth rate assumption for 2023-2026
Reduced by 5%981,000
Increased by 5%(981,000)
Post tax discount rate assumption
Increased by 2.5%1,500,000
Decreased by 2.5%(2,000,000)
2021
$
2020
$
CURRENT
Borrowings-410,280
NOTE 16. BORROWINGS
Borrowings in 2020 relate to the funding of a research and development claim. The claim was received and the loan repaid
during the year.
Review Conclusion
•The Directors have carefully considered various sensitivities and conclude that no further impairment or reversal is
required at the current time.
•The carrying value of intangibles at 31 March 2021 is $5.00m (2020: $5.23m).
40/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
Thecurrentportionofemployeeliabilitiesrepresentsaccruedannualleaveentitlementsofemployees$96,343andtermination
payment due of $108,930. 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.
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.
Shares were issued during the:
a. current period:
i.the issue of 104,860,021 new shares at $0.05 per share raising $5.243m. The shares were issued pursuant to
a Share Purchase Plan, 40,000,000, and a share Placement Plan 64,860,021.
ii.the issue of 28,571,428 new shares via a placement and dual listing on the ASX, raising NZ$2.0 million at
NZ$0.07 per share (A$0.065).
iii. the issue of 1,900,000 new shares on exercise of options at NZ$0.13 per share.
2021
$
2020
$
CURRENT
Employee liabilities 205,27383,149
NON-CURRENT
Employee liabilities 37,63346,373
243,006129,522
NOTE 17. EMPLOYEE LIABILITIES
NOTE 18. ISSUED CAPITAL
a)Ordinary Shares
2021202120202020
GroupNumber$Number$
Balance at beginning of the
year of fully paid ordinary shares
227,534,80427,492,050216,857,44126,421,168
Ordinary shares issued
Share issue May 2020
@ $0.05 per share
i
104,860,0215,242,968--
Share issue December 2020 @
$0.07 per share
ii
28,571,4282,000,000--
Exercise of options
iii
1,900,000247,000--
Shares issued via private
placement
bi
--10,677,3631,131,800
Share issue costs-(431,970)-(60,918)
Balance at 31 March362,866,25334,550,048227,534,80427,492,050
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /41
b. prior period:
i.via a share placement to professional and sophisticated investors (10,677,363 ordinary shares at
10.6 cents each)
1
Optionsissuedon12July2019and3September2019asfreeattachingoptionsonthebasisofoneoptionpernewsharewith
exercise price of 13 cents per share and expiry date 12 July 2021.
²Asapprovedbyshareholderson27August2019,optionsissuedon25September2019toDirectorsandseniormanagerswith
exercisepriceof15centspershareandexpirydate27August2022(Note20).Theoptionswerevaluedat$306,000usingthe
Black & Scholes method (see Note 20).
b)Share Options
2021
Number
2021
$
Weighted
Average
Exercise
Price
2020
Number
2020
$
Weighted
Average
Exercise
Price
Group
Balance at
beginning of
the year
19,677,363306,000
13.9c
--
-
Options issued¹
--
-
10,677,363-
13c
Options issued²
--
-
9,000,000306,000
15c
Options exercised
(1,900,000)-
13.0c
--
-
Balance at end
of year
17,777,363306,000
14.0c
19,677,363306,000
13.9c
Basic and Diluted loss per share:20212020
Net loss attributable to shareholders $(3,490,010)(5,196,721)
Weighted average number of ordinary shares
on issue
323,761,703224,416,746
Basic loss per share (cents) (based on
weighted average number of shares on issue)
(1.08)(2.32)
NOTE 19. EARNINGS PER SHARE
2021
#
2020
$
2021
#
2020
$
Options on issue at start of period9,000,000306,000-
Options issued¹
--9,000,000306,000
Options on issue and exercisable at the end
of the period
9,000,000306,0009,000,000306,000
NOTE 20. SHARE BASED PAYMENTS
Options
A summary of the movements in share options issued to Directors, employees and consultants are as follows:
All options had vested and were exercisable at 31 March 2021.
42/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
¹As approved by shareholders on 27 August 2019, the options were issued to Directors and senior managers. Options have
beenvaluedusingBlack&Scholesmodelusingthefollowingvariables:sharepriceatdateofissue10.5cents,exerciseprice
15 cents, risk free government bond rate 0.85% and option period of 2.92 years and a share price volatility of 64.4% based on
observed historical volatility.
NOTE 21. 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /43
2021
$
2020
$
Reconciliation of cash flow from operations with loss after
income tax
Loss for the period(3,490,010)(5,196,721)
Adjusted for:
Depreciation and amortisation646,597597,830
Impairment of non-current assets-2,380,000
Share based payment expense-306,000
Unrealised exchange difference arising from translating
loss items at the date of transaction
298,477(188,764)
Operating cash outflows before working capital changes (2,544,936)(2,101,655)
Decrease in trade and other receivables182,01880,486
(Increase)/decrease in goods and services taxes
recoverable
(26,718)12,826
Decrease/(increase) in prepayments30,511(114,890)
(Increase)/decrease in inventory(228,806)278,258
Decrease in research and development tax offset125,765386,267
Increase/(decrease) in trade and other payables159,451(143,889)
Increase/(decrease) in employee liabilities113,384(31,902)
Net cash to operating activities
(2,189,331)(1,634,499)
NOTE 22. CASH FLOW INFORMATION
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 previous CEO, Mr Martin Dillon, in the year ended 31 March
2018 – refer to note 10. The loan was repaid in the year ended 31 March 2021.
The remuneration for Juliet Hull in the Directors Report includes $12,739 in consulting fees for acting as interim CEO.
(ii) Other related parties
Professor Jones, who resigned on 1 April 2020, was a member of the medical advisory committee. Professor Jones
was paid $Nil (2020: $12,000) for his services as a member of the medical advisory committee.
Truscreen Group Limited engaged Ure Lynam & Co, an accounting practice of which a former director, Mr. Robert
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:
Nature of fees
2021
$
2020
$
Accounting services-2,938
All fees were payable on normal credit terms – 30 days from invoice.
NOTE 24. CONTINGENT LIABILITIES
TruScreen devices are warranted to be free from defects and to conform to product descriptions and specifications for a
periodofoneyearfromthedateoforiginaldeliveryoftheTruScreenunitbythedealeroragenttothecustomer.Itispossible
that outflows in settlement could result from the warranty provided.
Asnosignificantclaimshavebeenreceivedtodate,noprovisionhasbeenmadeinthesefinancialstatements,andanyfuture
settlement is expected to be immaterial.
NOTE 25. EVENTS SUBSEQUENT TO REPORTING DATE
There have been no events subsequent to reporting date which would have a material effect on the Company’s financial
statements at 31 March 2021.
44/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
2021
$
2020
$
Short-term employment benefits – Directors fees²
214,544303,333
Short-term employment benefits – Director’s consulting fees12,739-
Directors share based payments-238,000
Other key management personnel¹
Short-term employee benefits - Salary556,049316,789
Termination benefits257,042-
Post-employment benefits – Superannuation39,62117,259
Total employment benefits852,712334,038
Share based payments CEO and CFO-51,000
Total1,079,995926,381
Director
2021
$
2020
$
Anthony Ho80,833110,000
Christopher Horn50,83350,000
Juliet Hull24,165-
Dexter Cheung4,167-
Christopher Lawrence36,66740,000
Ronald Jones-40,000
Con Hickey17,87940,000
Robert Hunter – (resigned 1 November 2019)-23,333
214,544303,333
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:
The CEO and Company Secretary employment benefits were paid by Truscreen Pty Limited, a subsidiary. Directors’ fees were
paid by Truscreen Group Limited.
¹A further $38,556 (2020: $37,907) was paid to a company controlled by the Company Secretary, for accounting services.
²The above was paid as directors’ fees to the directors of the parent entity as follows:
NOTE 27. LICENCE COMMITMENTS
The Group has licence and service fee commitments in the amount of $171,775 (2020: $45,942) for CSIRO Lindfield research
facilitieswhichexpireson20December2022.However,thisarrangementmaybecancelledbyeitherpartywiththreemonths’
notice.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /45
46
Independent Auditor’s Report
To the shareholders of
TruScreen Group Limited
Opinion
We have audited the consolidated financial statements of TruScreen Group Limited and its subsidiaries (the
group), which comprise:
- the consolidated statement of financial position as at 31 March 2021;
- the consolidated statement of profit or loss and other comprehensive income for the year then ended;
- the consolidated statement of changes in equity for the year then ended;
- the consolidated statement of cash flows for the year then ended; and
- the notes to the financial statements, which include significant accounting policies.
In our opinion, the consolidated financial statements on pages 20 to 45 present fairly, in all material respects,
the financial position of the group as at 31 March 2021, and of its financial performance and its cash flows for
the year then ended in accordance with New Zealand equivalents to International Financial Reporting Standards
and International Financial Reporting Standards.
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
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.
Our Australian network firm has provided a limited assurance engagement in connection pro-forma financial
information required in connection with TruScreen Group Limited’s foreign exempt listing on the Australian
Securities Exchange. Other than in provision of this assurance service, and other than in our capacity as
auditor, we have no other relationship with, or interests in, the group.
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. The key audit matters identified on the subsequent
pages 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.
47
Carrying value of intangible assets
Why we considered this to be a key audit matter
Intangible assets have a significant carrying value
relative to the financial position of the group, with a
carrying value of $5,001,302. Details of these are
disclosed in Note 14 to the consolidated financial
statements.
The carrying value of intangible assets is considered
to be a key audit matter due to the judgements
involved in assessing the recoverable amount for the
purposes of impairment testing as required by NZ
IAS 36 Impairment of Assets.
The Group’s forecasts assume a significant increase
in revenue over the forecast period. There is
uncertainty around the timing and quantum of future
revenue and cash flow generation. Previous
forecasts have not been achieved, and a loss has
again been reported for the 2021 financial year –
both creating indicators of impairment at 31 March
2021.
Management performed a review of the carrying
value of the intangible assets as detailed in Note 14.
This review included assessment of risks around the
ability of the Group to achieve forecast revenue
growth and appropriateness of assumptions in order
to determine an estimate of the recoverable amount.
Having conducted sensitivity analysis, management
have concluded that carrying value approximates the
recoverable amount, and accordingly no impairment
is recorded in the 2021 year.
How our audit addressed this key audit matter
To assess the appropriateness of the impairment
testing and the resulting carrying value of the
group’s intangible assets we conducted a detailed
evaluation of the Group’s cash flow forecast and
impairment testing model as described in Note 14,
including:
- We obtained management’s budget and 5 year
forecasts, and gained an understanding of the
key value drivers and key assumptions;
- We discussed the future business plans and key
assumptions with management and the
directors to ensure it is in line with the cash flow
forecasts used in the impairment testing model;
- We assessed the likelihood and timing of
achieving forecast revenue growth;
- We evaluated and challenged how the
impairment testing model accounted for risks in
relation to the extent and timing of revenue
growth given the current trading conditions,
including assessment of the continuing impacts
of the COVID-19 pandemic and related
containment measures; and
- We evaluated other key inputs used in the
impairment testing model, including the discount
rate and the terminal growth rate.
We also evaluated the disclosures provided around
intangible assets and the impairment testing
contained in Note 14 to the consolidated financial
statements.
48
Research and development tax offset receivable
Why we considered this to be a key audit matter
The group obtains research and development tax
offset payments from the Australian Taxation Office
(ATO) in respect of eligible expenditure incurred
towards research and development.
The balance sheet includes a material receivable of
$558,485 at 31 March 2021 for the year’s research
and development tax offset based on expenses
incurred during the financial year, as detailed in note
10.
This receivable is based on an estimated calculation
for the year to 31 March 2021. The group engages
assistance from an expert to assist in preparing the
claim and related documentation, based on
information provided by management and derived
from the underlying accounting records.
As the group is yet to submit its claim for the 31
March 2021 period, this amount remains outstanding
at the date of this report, and there is a risk that the
balance may not be approved for payment in full by
the ATO.
Judgement is required in assessing the appropriate
amount of tax offset payments that are expected to
be received, given the complexity of the rules and
regulations surrounding the tax incentive payments.
Given the significance of this balance, we consider
this to be a key audit matter.
How our audit addressed this key audit matter
Our procedures included the following:
- We obtained evidence to support the overall
eligibility for the research and development (R&D)
activities related expenditure to be claimed,
including the detailed calculations that support the
amount recognised as a receivable. We also
assessed the Group’s history in lodging and
receiving successful claims in previous years.
- We evaluated the competencies and objectivity of
management’s external R&D tax advisor.
- We considered the calculation for compliance
with the requirements of the Australian R&D tax
incentive legislation and regulation. We utilised
R&D tax incentive expertise from our Australian
network firm to assist in our review of the basis of
R&D tax offset calculation prepared by
management and management’s external R&D
tax advisor. Our testing included comparison of
the related employee time records and obtaining
a sample of the supporting documentation of the
claimed costs relating to eligible R&D activities.
Other information
The directors are responsible for the other information included in the annual report. The other information
comprises the reports and information on pages 4 to 18 and pages 50 to 56 (but does not include the
consolidated financial statements and our auditor’s report thereon), which we obtained prior to the date of this
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 thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information identified above 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.
49
Responsibilities of the directors for the consolidated financial statements
The directors are responsible, on behalf of the group, for the preparation and fair presentation of the
consolidated financial statements in accordance with New Zealand equivalents to International Financial
Reporting Standards and International Financial Reporting Standards, and for such internal control as the
directors determine is necessary to enable the preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements,
the directors are responsible on behalf of the group for assessing the group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless those charged with governance either intend to liquidate the group or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the decisions of users taken on the basis of these financial
statements. A further description of the auditor’s responsibilities for the audit of the consolidated financial
statements is located at the XRB’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
Who we report to
This report is made solely to TruScreen Group Limited’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 TruScreen Group Limited and TruScreen Group Limited’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Jason Stinchcombe.
RSM Hayes Audit 29 June 2021
Auckland
The Board and Executives of the
Companyarecommittedtoconducting
TruScreen’s business ethically and in
accordancewithhighstandardsofbest
practice corporate governance.
The Board will 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
requirementsofbeingalistedcompany
of the New Zealand Stock Exchange
and as a Foreign Exempt Listing on the
Australian Securities Exchange (ASX).
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
operationoftheBoardofDirectors.This
governance statement outlines the
main corporate governance practices
as at 31 March 2021.
COMPLIANCE
The Company seeks to follow the best-
practice recommendations for listed
companies to the extent that it is
appropriate to the size and nature of
TruScreen’s operations.
The best practice principles which the
Company considers in its governance
approach are the New Zealand
Exchange (NZX) Listing Rules, the New
Zealand Exchange (NZX) Corporate
Governance Best Practice Code, and
the New Zealand Financial Market
Authority’s (FMA) Corporate
Governance Principles and Guidelines
(collectively the “Principles”).
The structure of this section of the
AnnualReportreflectstherequirements
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 structure of the Company’s FY2021
Annual report and Corporate
Governance statement aligns to reflect
the change to Foreign Exempt Listing
status on the ASX.
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 – CODE OF ETHICAL
BEHAVIOUR
Directors observe and foster high
ethical standards.
The Company expects its Directors,
Officers, and 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, Officers
and Employees.
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
employees. Specific policies are in
place relating to the environment,
PrivacyActrequirements,
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.
The Board and Executives of the
Company are committed to conducting
TruScreen’s business ethically and in
accordance with high standards of best
practice corporate governance.
The information in this statement is current as at
25 June 2021 and has been approved by the Board.
GOVERNANCE
50/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
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
The Board has a written charter which
sets out the roles and responsibilities of
the Board. 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 31
March 2021 there were 4 Directors on
the board. All Directors act in a non-
executiverole,howevercurrentlyoneof
those Directors is the Acting Chief
Executive Officer. 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
Reportsectionoftheannualreportand
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.
The board has a procedure for
assessing director performance
annually.
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
materiallywiththeDirector’sexerciseof
his/her unfettered and independent
judgment.
ThemattersthattheBoardconsidersin
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,
Christopher Horn, and Dexter Cheung;
Non-Independent Directors because
Director is currently acting as Chief
Executive Officer: Juliet Hull.
The Board therefore determines that
the Board of TruScreen is comprised
with an appropriate number of
Independent Directors. Further, the
Chairman and the Chairs of the Audit,
Finance & Risk Committee and the
Remuneration & Nomination
Committee are independent directors.
IntermsoftheNZXandASXlistingrules,
Juliet Hull and Dexter Cheung are
ordinarily resident in New Zealand and
Anthony Ho and Christopher Horn are
ordinarily resident in Australia.
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;
• approval of the Company’s
objectives and values;
• active engagement in strategic
direction formulation and review;
• approval of appropriate Company
strategies and transactions
involving merger, acquisition or
divestment or other transactions
of a material nature;
• review and approval of the
Company’s budgets and business
plans and monitoring of progress;
• review of key risk identification
processes and systems and
monitoring the management of
risks;
• approval and review 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;
GOVERNANCE
continued
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /51
• 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 within approved levels
of authority. These delegations have
been reviewed in the last three months.
Appointment and Retirement of
Directors
The Board has a procedure for the
nomination and appointment of
Directors to the Board. All directors
have a letter of appointment
establishing the terms of their
appointment.
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 seek re-election at
theannualgeneralmeeting,alongwith
any appointments made since the
previous annual meeting. Included in
the notice of meeting, the board will
provide guidance to shareholders as to
whether the director who is seeking
election or re-election is endorsed by
the non-interested directors.
The company does not pay retirement
benefits to any Director on retirement.
Board Processes
The Board has a regular meeting
schedule complemented by regular
electronicandtelephone
communication. The Board meetings
and circular resolutions taken by the
board are set out in the Directors
Report.
Diversity Policy
TruScreen is committed to ensuring all
women of screening age, no matter
who or where they are, have access to
quality screening. We are driven to
build a better future for women’s
health.
Our dedication to diversity and
equality in the workplace sits hand in
hand with this commitment. We are an
equal opportunities employer,
committed to providing an inclusive,
safe and respectful working
environment.
In respect of gender diversity, in FY2021
the TruScreen team was 40% female,
with 50% of senior leadership positions
filled by women. One fourth of the
Board of Directors is female.
Truscreen has a diverse cultural
workplace with directors and team
members calling Australia and New
Zealand home with countries of origin
being Singapore, Philippines, Romania,
Poland, Iraq, China, Hong Kong,
Colombia, Siri Lanka, and South Africa.
This cultural diversity enables Truscreen
to interact successfully with its diverse
global distributor network and
customers.
PRINCIPLE 3 – BOARD
COMMITTEES
The Board uses committees where this
enhancestheeffectivenessinkeyareas
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 Anthony Ho
(chair) and Christopher Horn. 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 ensure employees,
contractors and visitors are operating
in a safe environment.
This Committee met twice during the 12
months to 31 March 2021.
The Committee is satisfied that the
Company, and the CEO, has
implemented and continued to enforce
GOVERNANCE
continued
52/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /53
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 Christopher Horn (chair)
and Juliet Hull. Subsequent to 31 March
2021, Juliet Hull retires from the
Committee and Dexter Cheung is
appointed to the Committee. The role
of the Committee is to review the
annual audit process, the financial and
operationalinformationprovidedtothe
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 are
invited to attend meetings as
appropriate. The Audit, Finance & Risk
Committee met twice during the 12
months to 31 March 2021.
The Audit, Finance & Risk Committee
also communicate with the Company’s
external auditors as and when deemed
necessary by the Committee.
PRINCIPLE 4 – REPORTING AND
DISCLOSURE
The Board demands integrity both in
financial reporting and in the timeliness
and balance of disclosure on entity
affairs.
The Company is committed to ensuring
integrity and timeliness in its financial
reporting and in providing information
to the market and shareholders which
reflects a considered view on the
present and future prospects of the
Company.
Financial Reporting
The Audit, Finance & Risk Committee
oversees the quality and integrity of
external financial reporting including
the accuracy, completeness, and
timeliness of financial statements.
It reviews half-yearly and annual
financial statements and makes
recommendations to the Board
concerning accounting policies, areas
of judgment, compliance with
accounting standards, NZX and legal
requirements, and the results of the
external audit.
Management accountability for the
integrity of the Company’s financial
reporting is reinforced by the
certification from the Chief Executive
Officer and Chief Financial Officer in
writing that the Company’s financial
report presents a true and fair view in
all material aspects.
Timely and Balanced Disclosure
Continuous disclosure obligations of
NZX and ASX 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 and ASX or directly as appropriate.
The Company makes available its
governancepoliciesand
announcements on its website.
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
NominationCommittee,acommitteeof
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
remunerationlevels.Asat31March2021
the current Directors’ fee pool limit is
NZ$300,000. Director remuneration is
disclosed in the Annual Report.
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. Key
executive remuneration is disclosed in
the Annual Report.
Staff Remuneration
All staff other than Senior Executives
areremuneratedbysalaryplusindustry
standard leave entitlements. Currently
no staff qualify to participate in a long
term executive share scheme plan.
GOVERNANCE
continued
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 Chief Executive Officer 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 Chief Executive Officer to
identify workplace hazards and
monitor and review compliance with
the Company’s documented
occupationalhealthandsafetypolicies
and procedures. Health and Safety
reviews are routinely dealt with by the
Board.
Chief Executive and Chief Financial
Officers 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
updatedriskassessmentprofiletoeach
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, Finance & Risk
Committee.
External Auditor
TruScreen’s external auditor is RSM
Hayes Audit. RSM was appointed on
17 February 2020.
RSM will be invited to attend this year’s
annualmeetingandwillbeavailableto
answer questions about the audit
process, TruScreen’s accounting
policies and the independence of the
auditor.
PRINCIPLE 8 – SHAREHOLDER
RIGHTS & 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 and ASX;
• information provided to media
and briefings to major
shareholders;
• half yearly and annual reports;
• regular investor updates;
• the annual shareholders meeting
which is conducted in a very open
manner in which a range of
questions are considered;
• the Company’s website.
The Company ensures timely
circulation of notices on annual or
general meetings.
An updated view of the Company’s
strategic direction is a key presentation
at the annual general meeting to
encourage shareholder understanding
of, and support of, the Company’s
strategies and goals.
The Company ensures that its
shareholders are considered when
seeking additional equity capital.
GOVERNANCE
continued
54/TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2021 /55
TOP TWENTY SHAREHOLDERS
Investor NameTotal Units% Issued Capital
New Zealand Depository Nominee <1 A/C>30,459,7788.39%
Consolidated Nominees Pty Ltd <ARF The Robair Investment Trust A/C>29,539,9008.14%
Browns Island Holdings Limited21,658,4115.97%
Waitara Trustees Limited18,622,2225.13%
Masfen Securities Limited13,499,6453.72%
New Zealand Central Securities11,847,6113.27%
Albert Nominees Limited11,000,0003.03%
Consolidated Nominees Pty Ltd <Atk Rkh Superannuation Fund A/C>10,062,5002.77%
Idl Trustee Limited9,850,0002.71%
Lah Investment Co Pty Limited <Lah Superannuation Fund A/C>9,056,3302.50%
Ryan Peter Parkin5,300,0001.46%
Maarten Arnold Janssen4,964,1701.37%
Forsyth Barr Custodians4,502,6101.24%
David Russell Stewart & Adrienne Ruth Stewart4,138,9951.14%
Caroline Robyn Ball & Christopher John Thomson Bush2,978,6810.82%
Custodial Services Limited <4 A/C>2,455,9990.68%
Anthony Peng Ho & Chui Hoong Ho <AP & CH Super Fund A/C>2,400,0000.66%
QSP Limited2,312,7900.64%
Christopher Lawrence Horn & Marilyn Gai Horn
<The C L Horn Super Fund A/C>
2,050,0000.56%
Margot Jean Ainsworth2,000,0000.55%
198,699,64254.76%
The Company had 481 unmarketable parcels as at 15 June 2021.
As at 15 June 2021 the Company has 8,777,363 unlisted options (13
option holders) on issue with exercise price of 13 cents and expiry
date of 12 July 2021, and 9,000,000 unlisted options on issue (9
option holders) with exercise price of 15 cents and expiry date 27
August 2022.
ISSUED CAPITAL AS AT 15 JUNE 2021
TRU 362,866,253
Current Holders2191
INVESTOR RANGES AS AT 15 JUNE 2021
HoldersNumber%
1-1,0004021,7920.01
1,001-5,0003261,211,8170.33
5,001-10,0004533,809,0641.05
10,001-50,00077519,062,8375.25
50,001-100,00025319,343,8655.33
100,001 and over344319,416,87888.03
INVESTORS DOMICILE AS AT 15 JUNE 2021
Holders
New Zealand1,364
Australia817
Rest of world10
Issued Capital
New Zealand269,999,591
Australia91,089,742
Rest of World1,776,920
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
TruScreen Group Limited
C/- Truscreen Pty Limited
Level 1, 1 Jamison Street
Sydney NSW 2000
Australia
Company Secretary
Guy Robertson
guyrobertson@truscreen.com
The Company's registered
office in Australia is:
A world
without
cervical
cancer.
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.