TRUSCREEN GROUP LIMITED logo

TruScreen Annual Report 31 March 2021

Annual Report29 June 2021TRUIndustrials

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.