Truscreen Annual Report 31 March 2022
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 1
TruScreen Group Limited
Annual Report
2022
A world
without
cervical
cancer.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 2
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
Dr Jerry Tan
General Manager Commercial
Edmond Capcelea
Chief Technology Officer
Guy Robertson
Chief Financial Officer
Hubert Chan
Marketing and Communications Manager
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
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 2
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 3
Table of Contents
Chairman’s Letter4
Operations Report8
Directors’ Report16
Financial Statements23
Auditor’s Report56
Governance60
Shareholder Information68
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 3
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 4
Chairman’s Letter
Dear fellow Shareholders,
TruScreen Group Limited has
recorded strong sales growth in
a further difficult COVID year,
has enhanced the product,
service capability, and quality
processes, and expanded its
market reach into
new countries.
TruScreen provides an AI opto-electrical technology-
based real time, low cost and portable system for
the detection of cancerous or pre-cancerous cells
in cervical tissues. TruScreen’s disruptive technology
is non-invasive for women and provides objective
and fast cervical cancer screening, thus providing
an efficient alternative to conventional methods
requiring specimen collections for 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.
While mature countries strive to be the first nation to
achieve this goal based on expensive infrastructure
and delivery, TruScreen is focused on low-and-
middle income countries, and other disadvantaged,
minority, and indigenous populations.
TruScreen is continuing its drive to bring the
TruScreen cervical cancer screening technology to
new markets within its focus. After strengthening its
marketing team with the appointment of Hubert
Chan as Marketing and Communications Manager
in January 2022 we are working on expanding our
market presence in Eastern Europe, South America,
and in Middle East North Africa (MENA). This activity
is ably supported by an expanded International
Experts Group, with medical experts from United
States, United Kingdom, Hong Kong, Nigeria,
and Mexico.
China, with the outstanding efforts of our major
distributor Beijing Siweixiangtai Tech Ltd Co, was
the major contributor to a 48% increase in Group
revenue YOY, an increase in China revenue YOY of
39%, and an increase in device installations into 14
new hospitals in China. The China-based device
manufacturing facility was commissioned during
the year, and with domestic product registration,
has enabled the opening of new sales channels
and wider distribution in this market. The pull
through consumption growth YOY of our SUS of
34% vindicated our strategy of getting TruScreen
devices into the market and in use.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 5
In yet another challenging year, and on
behalf of the board, I thank our team for their
resilience and 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 continue to strive for
Chairman’s Letter
TruScreen completed verification and
validation of a Firmware update during the
year that is now progressively being released
to TruScreen devices already in use in the
market. The updated Firmware enhances
the device’s cyber security framework,
allows TruScreen devices to interface
with compatible hospitals’ systems and
incorporates a state-of-the-art optical
calibration feature to reduce the need for
the device to return to service centres for
re-calibration. The Company has also
completed a substantial body of work to
meet the demanding new international
Medical Device Reporting (MDR) requirements
to be effective in 2024.
With increasing inflation and costs of doing
business the Company has taken additional
steps late in the financial year to review and
reduce its cost base where appropriate. The
Group continues to work with distributors
to develop innovative solutions to get
the TruScreen product to market despite
challenges and continues to seek opportunities
to expand its medical products range to
provide our distributors with wider product
access to their local markets.
Despite the progresses made during the
year, the Company was not immune from
the disruptions of our markets from the
Ukraine conflict, and the lingering impacts of
COVID, especially in China. To comply with NZ
Accounting Standards and acknowledgment
of the macro-environmental uncertainties, the
directors resolved to provide for impairment
of the Company’s non-current assets of circa
$4.6 million. This provision is non-cash in nature
and is non-recurring. When the uncertainties
subside, and at future balance dates, the
Company will review the carrying value of its
non-current assets appropriately.
A world
without
cervical
cancer.
“
”
Anthony Ho
Chairman
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 6
Financial Results
NZ DollarsFY22FY21FY22/FY21
Sales1,678,4651,132,641 48%
Revenue2,652,3791,975,91534%
Net Loss
1
(7,892,672)
1
(3,490,010)(126%)
Cash outflow from operating activities(2,531,697)(2,189,331)(16%)
Cash and Cash Equivalents2,797,0045,255,074(47%)
Directors and Management
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
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 6
1 The 2022 financial year includes a non-cash impairment of non-current assets of $4,622,134 and a non-cash expense for
share based payments in the amount of $144,813.
Hubert Chan
Marketing and
Communications
Manager
Dr. Jerry Tan
General Manager
Commercial
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 7
TruScreen’s solution
is ideal for LMICs
1bn+
Women eligible
for screening in
key markets
Central EuropeMiddle EastAfricaMexicoVietnamRussiaIndiaChina
2677260332442318402
Targeting commercial roll-out
TruScreen’s current markets
*Screening population data base on U.S Central Intelligence Agency (CIA) World Factbook, numbers in millions, women aged 25-64
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 7
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Operations Report
Executive Summary
2022 HIGHLIGHTS
Product revenues
up 48%
over prior year in
a difficult COVID
environment
Commercial
installations
up 24% to 193
First sales in Eastern
Europe
and completion of
registration and ability
to sell in eight countries
in this region
Strengthening
of International
Experts Group
with representatives now
in United States, United
Kingdom, Hong Kong and
Nigeria
China device
manufacturing
facility commissioned
during the year
and domestic product
registration is showing
promise in opening new
sales channels and widening
TruScreen distribution
throughout the country
including the growing
Health Check sector
Completion of
verification and
validation of a
Firmware update
enhancing the
device’s
cybersecurity
framework, allowing
efficient interface with
compatible hospital
systems, and introducing
remote optical recalibration
reducing service downtime
Large scale Chinese
Obstetricians &
Gynaecologists
(COGA) trial
completed
with positive results
presented at ASCCP and
Eurogin congress. Further
positive Chinese study
published in the European
Journal of Obstetrics
and Gynaecology and
Reproductive Biology.
Innovative marketing by
distributors in Mexico,
Vietnam and Russia
should provide
new opportunities
for new sales in
the year ahead
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 8
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 9
OPERATIONS REPORT
Gynaecology Association) evaluation project
were presented at ASCCP (American Society
of Colposcopy and Cervical Pathology) annual
congress in March 2022, and published in
EUROGIN (European Research Organisation on
Genital Infection and Neoplasia) in April 2022.
The significant COGA trial took three years
to complete in July 2021. 64 hospitals across
9 provinces participated in the trial, with 15,661
women included in the data analysis. The
trial highlighted the superiority of TruScreen
screening method. TruScreen’s sensitivity was
well above that for liquid-based cytology
(LBC) (87.5% v’s 66.5%) and its specificity
(88.4%) was higher than both LBC (86.3%)
and hrHPV testing (78.3%). The sensitivity of
TruScreen-hrHPV co-testing was higher than
that of LBC-hrHPV co-testing (98.4% vs 95.9%).
COGA concluded that TruScreen was a simple,
effective and rapid real-time cervical cancer
screening method that is an appropriate
primary cervical cancer screening tool in
regions with high morbidity and mortality to
cervical cancer.
The year also saw the commencement of
device production to China, with the first
batch of China-made TruScreen devices
successfully passing verification and validation
requirements. This paved the way for SWXT to
market and compete for government screening
programs and meet hospital purchasing priority
of purchasing domestic products. SWXT won
several contracts to supply domestic TruScreen
screening devices to public hospitals late in the
year. The devices are expected to be installed
in Q1, FY2023, subject to COVID restrictions
that may be applicable.
CHINA
TruScreen’s major distributor, Siweixiangtai
Tech Ltd Co. (SWXT), performed strongly during
the year expanding TruScreen’s presence
in the Chinese market. The Company’s
commercial installation base grew by 17% YOY
and expanded to 95 hospitals. The SUS usage
pull-through enjoyed sustained sales growth
and reached a high of 10,000 per month, an
increase of 34% YOY.
Following the recognition of TruScreen by Key
Opinion Leaders (KOLs) and top-level hospitals,
SWXT accelerated its efforts, engaging with a
government-backed Association, to access
the rapidly growing health check-up sector.
The first stage was to introduce TruScreen
to 100 health check departments within big
public hospitals. The number of screenings
conducted in these check-up centres is twice
that of the OBGYN department in the same
hospital. The pilot evaluation to conduct 1,000
TruScreen exams in 10 centres has commenced
and is expected to complete in the second
half of FY 2023.
TruScreen’s clinical performance was further
validated with papers published in international
and domestic journals during the year. This
included a new study undertaken in a well-
known hospital in Shanghai with 458 women,
published in the European Journal of Obstetrics
and Gynaecology and Reproductive Biology.
It concluded that TruScreen’s cervical cancer
screening technology meets or exceeds the
effectiveness of alternative cervical cancer
screening methods.
TruScreen continued to increase its presence
at international conferences. The positive
results from Stage 1 of a multicentre clinical trial
in Hunan province were presented at the 34th
international Papillomavirus Conference (IPVC
2021) in November 2021 by a top KOL in the
province. Stage 2 of the trial is continuing with
completion in October 2022. The final results of
the significant COGA (Chinese Obstetrics and
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 10
OPERATIONS REPORT
ZIMBABWE
Phase one of the Zimbabwe National Aids
Council (NAC) TruScreen screening project
was completed in October 2021. The pilot
phase, with 500 women was successfully
screened with TruScreen and VIAC in 7
hospitals around Masvingo. As a result of
this pilot phase, TruScreen was awarded a
contract for a further 10,800 SUS to facilitate
the final phase of the pilot project. This final
phase will see a total of 16 sites throughout
Zimbabwe using TruScreen device as a
primary screening tool in comparison to VIAC.
The objective is to screen 10,000 women in
six months.
Cervical cancer is the prevalent and most
deadly cancer for women in Zimbabwe
1
.
Women with HIV have a significantly increased
risk of cervical cancer
2
. TruScreen’s partnership
with the NAC is helping to bring reliable, real-
time screening to women who need it most.
SAUDI ARABIA
The Dr. Sulaiman Al Habib Medical Group
(SHMG) clinical evaluation was completed in
March 2022, with results expected to issue in
Q1FY2023.
The SHMG evaluation comprised 608 women
examined by TruScreen and LBC. SHMG is
Saudi Arabia’s largest private healthcare
provider. The study is to have the TruScreen
device recommended for primary cervical
cancer screening in all SHMG hospitals.
These reference sites would help accelerate
the pathway for TruScreen’s global growth
strategy, throughout the Middle East North
Africa (MENA) region.
VIETNAM
After lifting restrictions, a recurrence of COVID
has constrained sales during the latter half of
the year. However good progress was made
in showcasing the product which should see
a better result in the coming financial year.
Commercial use of TruScreen commenced in
the nationally well-known OBGYN hospital in
Hanoi, with TruScreen replacing liquid-based
cytology as the primary screening method.
Separate clinical evaluation projects were
also conducted in several influential hospitals
in the south of Vietnam, with two hospitals
preparing for the adoption of TruScreen as
the primary screening method. TruScreen
also strengthened its engagement with its
local partner.
MEXICO
An innovative new sales channel was launched
by TruScreen’s distributor, Sunbird S.A. de C.V.
(Sunbird), by partnering with a medical device
financing company to bring the TruScreen
cervical cancer screening device to its
3,000-strong client base of private and public
hospitals. The TruScreen product introduction
was launched in February 2022, to 100 doctors
and specialists.
In April 2022, Sunbird reached agreement
with a medical centre in the heart of Mexico
City to establish a TruScreen-based cervical
cancer screening centre. Subject to licensing,
the centre will showcase TruScreen’s medical
technology, act as a training centre, and
provide screening services to local businesses.
TruScreen has also established a service centre
in Mexico during the year.
1 Data source: GLOBCAN 2020, International Agency for Research on Cancer 2021
2 Stelzle D, Tanaka LF, Lee KK, Ibrahim Khalil A, Baussano I, Shah ASV, et al.
Estimates of the global burden of cervical cancer associated with HIV.
Lancet Glob Health 2020. doi:S2214-109X(20)30459-9.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 11
OPERATIONS REPORT
RUSSIA
COVID continued to be a challenge in Russia
for much of the year, then exacerbated by
the geopolitical situation. TruScreen and its
distributor IntelMed Systems JSC. (IMS), remain
committed to providing the TruScreen cervical
cancer screening technology in the country.
IMS continued with the delivery of large-scale
education programs, clinical and marketing
activities.
With local Key Opinion Leaders (KOLs) lending
strong support, IMS prepared and delivered
several clinical evaluations which will continue
into FY2023. Significant effort is being put into
product re-registration in Kazakhstan, which
will build on that already achieved in Russia,
Belorussia, Armenia, and Kirgizstan, opening
up opportunities for more growth in the
region. A project is underway in co-operation
with RAGIN (Russian Association for Genital
Infections and Neoplasia) to obtain Ministry
of Health recommendations for decision-
makers regarding cervical cancer screening
throughout Russia.
EASTERN EUROPE
TruScreen continued to partner with its two
Eastern European distributors in FY2022, who
together service seven countries across the
region. TruScreen continued to focus on both
obtaining product registrations in key strategic
markets and achieving the first clinical sales for
the region.
A new pilot evaluation project is planned with
the University of Lodz in Poland potentially
leading to the recommendation of TruScreen
device to Polish clinicians. The Polish initiative
would assist market access in the Czech
Republic, Slovakia, and other countries in
the region.
MEDICAL AFFAIRS & MARKET ACCESS
TruScreen’s Medical Affairs and Market Access,
set a strategy for 2021-2022 to focus on the
following priorities:
• Data Generation - Strengthening data
generation and publication processes
• Partnerships - Developing partnerships
with academic, charitable, and business
partners and preparing for entry in the
guidelines
• Medical Advisory Committee (MAC) and
International Experts (IEG) - Implementing
actionable MAC and IEG management
systems and plans
• Training and Education - Continuing
innovation in training and ensure smooth
market entry
Initiatives underpinning the above-mentioned
priorities have enabled TruScreen to make
significant progress in delivering on the vision
of “a world without the cervical cancer”.
The ongoing partnership with the Royal Hospital
for Women, Sydney was re-invigorated with
a publication by Dr Jessica Vet and Adjunct
Professor Michael Campion in the European
Journal of Gynaecological Oncology titled: “A
Performance Evaluation of an Optoelectronic
Cervical Screening Device in Comparison to
Cytology and HPV DNA Testing” (https://www.
imrpress.com/journal/EJGO/43/2/10.31083/j.
ejgo4302027).
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 11
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OPERATIONS REPORT
The results demonstrated that the sensitivity
to detect CIN II+ lesions by OESD, LBC and
hrHPV-testing was 0.72, 0.81, and 0.88, and the
specificity was 0.71, 0.95, and 0.76 respectively.
The age- and previous-treatment adjusted
area under the ROC curve for OESD was
0.83, for LBC 0.94, and for hrHPV testing
0.89. McNemar’s tests showed no significant
difference in sensitivity between OESD and
LBC (p = 0.26), and no significant difference
in specificity between OESD and hrHPV-
testing (p = 1.0) amongst patients without
previous treatment. The authors concluded
that the TruScreen Ultra device demonstrated
comparable sensitivity to high quality
cytology conducted in a hospital clinical
setting. Specificity was comparable to hrHPV-
testing in an approximate primary screening
setting. TruScreen Ultra has the advantage of
producing an immediate result and being easy
to use without need of laboratory equipment
and therefore, the device can potentially
become an important tool in the prevention
of cervical cancer, particularly in developing
countries and resource-limited settings.
MEDICAL AFFAIRS & MARKET ACCESS
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Year Author
No. of
subjects
Results
2021
Dr. Ying Ting
Wei et al.
458
For detection of CIN2+, the sensitivity and specificity
of TruScreen were 83.78% and 78.86%, respectively.
The specificity of TruScreen was significantly higher
than those of HPV testing (50.59%, P < 0.001) and TCT
(55.58%, P < 0.001). In high-risk HPV-positive women, the
specificity of HPV testing combined with TruScreen was
significantly higher than that of HPV testing combined
with TCT (50% vs 39.9%, P = 0.004). The sensitivity of
HPV testing combined with TruScreen was comparable
to that of HPV testing combined with TCT (93.94% vs
87.88%, P = 0.625). Similar patterns were also observed for
CIN3+ cases.
2022
Dr. Jessica Vet
et al.
506
The sensitivity to detect CIN II+ lesions by TruScreen
Ultra, LBC and hrHPV-testing was 0.72, 0.81, and 0.88,
and the specificity was 0.71, 0.95, and 0.76 respectively.
The age- and previous-treatment adjusted area under
the ROC curve for TruScreen Ultra was 0.83, for LBC 0.94,
and for hrHPV testing 0.89. McNemar’s tests showed no
significant difference in sensitivity between TruScreen
Ultra and LBC (p = 0.26), and no significant difference in
specificity between TruScreen Ultra and hrHPV-testing
(p = 1.0) amongst patients without previous treatment.
Evaluations conducted at Royal Hospital for Woman,
Sydney, Australia.
2022
Prof. Fei Chen
et al. Oral
Presentation
at the
ASCCP 2022,
San Diego
California
15661
For detection of CIN2+, TruScreen’s sensitivity was higher
than that of LBC, 87.5% vs 66.5% (P < 0.001) and specificity
was higher than that of LBC and hrHPV testing, 88.4%
vs 86.3% and 78.3% (P < 0.001). The sensitivity of hrHPV
testing combined with TruScreen was higher than that
of hrHPV combined with LBC, 98.4% vs 95.9% (P = 0.006).
In hrHPV positive women, the sensitivity and specificity
of TruScreen being a triage were higher than those of
LBC being a triage (81.3% vs 62.4%, P < 0.001 and 92.6% vs
89.5%, P < 0.001). In hrHPV positive women, regardless of
genotype, TruScreen positive women had a higher risk of
detecting CIN2+ than the LBC positive women did while
TruScreen negative women had a lower risk of detecting
CIN2+ than the LBC normal women did.
OPERATIONS REPORT
TruScreen technology continues to attract attention in a scientific international forum with several
notable, independent publications supporting the clinical adoption of TruScreen device which has
consistently demonstrated the parity in clinical efficacy to other screening methods. A summary of
the recent publications is outlined below.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 14
OPERATIONS REPORT
TruScreen has engaged with several
global Non-Government Organisations.
Collaborations included:
• Unitaid/Clinton Health Foundation will
publish a comprehensive summary of the
clinical evidence for TruScreen Ultra in the
upcoming Unitaid Technology Review 2022
• University of New South Wales (Emeritus
Professor Richard Taylor and Dr Stephen
Morell) is working closely with the
Medical Advisory Committee to design
and implement a clinical study into
epidemiological impact and cost-
effectiveness of TruScreen Ultra in lower
income settings where VIAC is used for
cervical cancer screening
• The Kolposkopia Polska (Polish Colposcopy
Association) to develop a clinical pilot
study which will gather data on feasibility,
and endpoints of TruScreen, LBC and hrHPV
DNA testing. The pilot study is pending
approval by Kolposkopia Polska and the
study will be led by Professor Robert Jach of
the Jagiellonian University, Krakow, Poland
The International Experts Group extended its
membership in FY2022 to include (alphabetical
order):
• Dr Salim Munoz Barquet, Mexico City,
Mexico
• Professor Jonathan Berek, Stamford
University California
• Professor Chibuike Chigbu, Enugu
University Hospital, Nigeria
• Professor Sean Kehoe, Oxford University,
United Kingdom
• Professor Hextan Ngan, HongKong
University, Hong Kong.
Cervical cancer screening has evolved rapidly
since the WHO published its “Guideline for
screening and treatment of cervical pre-
cancer lesions for cervical cancer prevention,
second edition” in 2021 (https://www.who.
int/publications/i/item/9789240030824).
The International Experts have guided
TruScreen in its strategic direction for data
generation, including cost-effectiveness and
related Health Technology Assessment . These
insights are invaluable in refining the strategic
market entries around the world. TruScreen
will continue the ongoing collaboration
with Medical Advisory Committee and
the International Experts Group in 2023
and beyond.
TruScreen has continued with training in
Zimbabwe (online), Serbia and Poland. Further
resources will be devoted to streamline this
important support activity.
The current training will expand into a platform
with multiple courses including video and
presentations so end users can have certified
information and increase participation in low
usage areas.
Juliet Hull
Chief Executive Officer
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 15
DIVERSITY
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 FY2022 the
TruScreen team was 44% 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,
China, Hong Kong, Colombia, Siri Lanka,
Canada and South Africa. This cultural diversity
enables TruScreen to interact successfully
with its diverse global distributor network
and customers.
Current Group Gender Composition
Directors
No.
Company
No.
Permanent
Contrators
Total
Organisation No.
Total
Organisation %
2022202120222021202220212022202120222021
Male335623101256%60%
Female1133448844%40%
To ta l4489671820100%100%
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 15
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 16
Directors’ Report
Your directors submit the annual report and financial statements
of the consolidated entity consisting of TruScreen Group Limited
(the “Company”) and the entities it controlled during the period
(the “Group”) for the financial year ended 31 March 2022.
The directors report as follows:
DIRECTORS
The names of directors who held office during or since the end of the year and to the date of
this report are as follows. Directors were in office for this entire period unless otherwise stated.
Name
Mr Anthony Ho
Mr Christopher Horn
Ms Juliet Hull
Mr Dexter Cheung
NAMES, QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES
Mr Anthony Ho
Non-Executive Chairman and member of 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 Bioxyne Limited (ASX: BXN) and Cannasouth
Limited (NZX: CBD) and a non-executive director of Greenland Minerals Limited (ASX: GGG). He
was previously chairman of Greenland Minerals Limited, Esperance Minerals Limited and Credit
Intelligence Limited and a non-executive director of 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 17
DIRECTORS’ REPORT
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.
Mr Horn is a Commerce graduate from the University of New South Wales and a Fellow of
Chartered Accountants Australia and New Zealand.
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 MHSM
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 Association of NZ) and a member of both the APAC Regional 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.
Ms Hull is currently a non-executive director of Cannasouth Limited (NZX: CBD).
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. Cheung holds a first-class honours degree in Bachelor of Technology, a Master of Engineering
(first class honours) degree and a Doctor of Philosophy (in physics) from his alma mater, University
of Auckland.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 17
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 18
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.
DIRECTORS’ REPORT
SHARES
Director
Number of fully paid
ordinary shares
Number of fully paid
ordinary shares
20222021
Anthony Ho3,600,0003,600,000
Christopher Horn2,050,0002,050,000
Juliet Hull--
Dexter Cheung100,000-
OPTIONS
DirectorNumber of optionsNumber of options
20222021
Anthony Ho2,000,0003,000,000
Christopher Horn1,000,0001,000,000
Juliet Hull1,000,000-
Dexter Cheung1,000,000-
DIVIDENDS
No dividends have been paid or declared since the start of the financial year and the directors do
not recommend the payment of a dividend in respect of the financial year.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The consolidated entity has agreed to indemnify all the directors of the consolidated entity for any
liabilities to another person (other than the consolidated entity or related body corporate) that may
arise from their position as directors of the consolidated entity, except where the liability arises out
of conduct involving a lack of good faith.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 19
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 2022.
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 2022 is detailed in the
remuneration of directors and named executives section of this report on page 20.
DIRECTORS’ REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 20
DIRECTORS’ REPORT
REMUNERATION OF KEY MANAGEMENT AND PERSONNEL
Senior manager and executive director remuneration
Remuneration consists of fixed remuneration, and performance incentives in the form of share
options. 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 Remuneration Committee. The process consists of a
review of relevant comparative remuneration in the market and internally and, where appropriate,
external advice on policies and practices. The Committee has access to external, independent
advice where necessary. Fixed remuneration is paid in the form of cash payments.
The fixed remuneration component of the key management personnel is detailed in the tables below.
KEY MANAGEMENT PERSONNEL REMUNERATION FOR THE YEAR ENDED 31 MARCH 2022
Short-term
Benefits
Post
Employment
Benefits
Share
Based
Payments
$
Salary & Fees
$
Superannuation
$
TOTAL
$
2022202220222022
Director
Anthony Ho90,000--90,000
Christopher Horn60,000--60,000
Juliet Hull254,486-32,750287,236
Dexter Cheung50,000-32,75082,750
Other Key Management
Edmond Capcelea212,20020,9554,000237,155
Guy Robertson121,521--121,521
788,20720,95569,500878,662
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 21
KEY MANAGEMENT PERSONNEL REMUNERATION FOR THE YEAR ENDED 31 MARCH 2021
Short-term
Benefits
Post
Employment
Benefits
Share
Based
Salary & Fees
$
Superannuation
$
Payments
$
TOTAL
$
2021202120212021
Director
Anthony Ho80,833--80,833
Christopher Horn50,833--50,833
Juliet Hull36,904--36,904
Christopher Lawrence36,667--36,667
Con Hickey17,879--17,879
Dexter Cheung4,167--4,167
Other Key Management
Edmond Capcelea174,44316,572-191,015
Guy Robertson103,451--103,451
Victoria Potarina*535,19723,049-558,246
1,040,37439,621-1,079,995
*Includes termination payment of $257,042
Options held by Directors and Key Management Personnel
2,500,000 options were issued to directors and senior management during the year, with an exercise
price of $0.10 and an expiry date of 7 September 2024. 8,500,000 options were issued to directors
and key management personnel previously with an exercise price of 15 cents and an expiry date of
27 August 2022.
DIRECTORS’ REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 22
DIRECTORS’ REPORT
Employees Remuneration
Nine employees of the Group, not being directors, during the period ended 31 March 2022, received
remuneration and other benefits in their capacity as employees, the value of which was or exceeded
$100,000 per annum.
The number of such employees or former employees in brackets of $10,000 was:
Employee RemunerationNumber of Employees
$100,000 to $110,0002
$110,000 to $120,0002
$130,000 to $140,0001
$140,000 to $150,0001
$160,000 to $170,0001
$180,000 to $190,0001
$230,000 to $240,0001
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:
DirectorDirector MeetingsAudit Committee
Remuneration
Committee
Attended
Eligible to
Attend
Attended
Eligible to
Attend
Attended
Eligible to
Attend
Mr Anthony Ho1212--11
Mr Christopher Horn12122211
Ms Juliet Hull1212----
Mr Dexter Cheung121222--
In addition, four circular resolutions were signed by the board during the period.
Remuneration of Auditors
The following amounts are payable to the Company’s auditors for the year ended 31 March 2022.
Auditor’s remuneration – RSM Hayes Audit
Fees for the audit of the financial statements $92,899
On behalf of the Board as at 30 June 2022
Anthony Ho
Chairman
Christopher Horn
Director
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 23
Financial Statements
& Auditor’s Report
for the year ended 31 March 2022
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
24
Consolidated Statement of Financial Position25
Consolidated Statement of Changes in Equity26
Consolidated Statement of Cash Flows27
Notes to the Financial Statements28
Independent Auditor’s Report56
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 23
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 24
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 31 March 2022
Note
2022
$
2021
$
Revenue from the sale of goods61,678,4651,132,641
Other income6973,914843,274
Inventories used(1,155,725)(732,603)
Write off of obsolete inventory(181,217)-
Employee benefit expenses and directors’ fees7(991,911)(1,180,425)
Administration(347,808)(403,638)
Research and development expenses(1,498,629)(1,288,197)
Rent(54,139)(40,876)
Travel(4,969)(4,192)
Marketing & product approvals(716,923)(618,281)
Insurance(116,191)(85,196)
Shareholder relations & services(117,877)(295,163)
Foreign exchange loss-(136,200)
Amortisation & depreciation7(592,715)(646,598)
Provision for impairment plant and equipment13(198,847)-
Provision for impairment of intangible assets14(4,423,287)-
Finance costs-(34,556)
Share based payments19(144,813)-
Loss before income tax(7,892,672)(3,490,010)
Income tax expense8--
Loss for the period(7,892,672)(3,490,010)
Other comprehensive income
Item that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign subsidiary
operations
(166,281)500,136
(166,281)500,136
Total comprehensive loss for the period(8,058,953)(2,989,874)
Basic and diluted loss per share (cents)18(2.18)(1.08)
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 25
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 31 March 2022
Note
2022
$
2021
$
CURRENT ASSETS
Cash and cash equivalents92,797,0045,255,074
Other receivables10601,554558,485
Trade receivables10275,447-
Goods and services tax recoverable36,78244,233
Inventories11496,887732,574
Other current assets – prepayments179,270105,931
TOTAL CURRENT ASSETS4,386,9446,696,297
NON-CURRENT ASSETS
Plant and equipment13-307,092
Intangible assets14-5,001,302
TOTAL NON-CURRENT ASSETS-5,308,394
TOTAL ASSETS4,386,94412,004,691
CURRENT LIABILITIES
Trade and other payables15807,374452,594
Provision for employee benefits16140,385205,373
TOTAL CURRENT LIABILITIES947,759657,967
NON-CURRENT LIABILITIES
Provision for employee benefits1644,13437,633
TOTAL NON-CURRENT LIABILITIES44,13437,633
TOTAL LIABILITIES991,893695,600
NET ASSETS3,395,05111,309,191
EQUITY
Issued capital1734,550,04834,550,048
Share option reserve17450,813306,000
Foreign currency translation reserve20(380,844)(214,563)
Accumulated losses(31,224,966)(23,332,294)
Total Equity3,395,05111,309,191
On behalf of the Board as at 30 June 2022
Anthony Ho
Chairman
The accompanying notes form part of these financial statements.
Christopher Horn
Director
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 26
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
The accompanying notes form part of these financial statements.
for the year ended 31 March 2022
Note
Share
Capital
$
Accumulated
Losses
$
Foreign
Currency
Translation
Reserve
$
Option
Reserve
$
To ta l
$
Balance at 1 April 202134,550,048(23,332,294)(214,563)306,00011,309,191
Loss for the year to 31
March 2022
-(7,892,672)--(7,892,672)
Exchange differences
on translating foreign
subsidiary operations
20--(166,281)-(166,281)
Total comprehensive
income for the year
--(166,281)-(8,058,953)
Transactions with owners, in their capacity as owners
Transfer to share based
payments
---144,813144,813
Total transactions with
owners
---144,813144,813
Balance at 31 March 202234,550,048(31,224,966)(380,844)450,8133,395,051
Note
Share
Capital
$
Accumulated
Losses
$
Foreign
Currency
Translation
Reserve
$
Option
Reserve
$
To ta l
$
Balance at 1 April 202027,492,050(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
20--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 177,489,968---7,489,968
Share issue cost17(431,970)---(431,970)
Total transactions with
owners
7,057,998--7,057,998
Balance at 31 March 202134,550,048(23,332,294)(214,563)306,00011,309,191
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 27
CONSOLIDATED STATEMENT
OF CASH FLOWS
for the year ended 31 March 2022
Note
2022
$
2021
$
CASH FLOW FROM OPERATING ACTIVITIES
Cash received from customers 1,434,2641,242,595
Cash paid to suppliers and employees including GST(4,586,932)(4,282,506)
Cash received from research and development tax offset1(f)620,888689,167
Government assistance and grants123,535268,717
Short-term lease payments not included in lease liability(123,775)(73,978)
Interest paid-(35,146)
Interest received3231,820
Net cash from operating activities21(2,531,697)(2,189,331)
CASH FLOW TO INVESTING ACTIVITIES
Purchase of plant and equipment(2,662)(97,524)
Net cash to investing activities(2,662)(97,524)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of shares17-7,489,968
Share issue costs-(431,970)
Repayment of borrowings-(410,280)
Net cash from financing activities-6,647,718
Net (decrease)/increase in cash and cash equivalents(2,534,359)4,360,863
Cash and cash equivalents at the beginning of the financial
year
5,255,0741,024,153
Effects of exchange rate changes on cash and cash
equivalents
76,289(129,942)
Cash and cash equivalents at the end of the financial year92,797,0045,255,074
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 28
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General Information
These consolidated financial statements and notes represent those of TruScreen Group Limited
and its subsidiaries (the “Group”). References to “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 Level 6 Equitable House, 57 Symonds St, Grafton, Auckland
1010, New Zealand. The Group is engaged in the business of the development, manufacture and sale
of cancer detection devices and systems.
The financial statements were authorised for issue on 30 June 2022 by the Directors of the company.
Basis of Preparation
These financial statements have been prepared in accordance with and comply with Part 7 of the
Financial Markets Conduct Act 2013 and the NZX Listing Rules.
For the purpose of complying with Generally Accepted Accounting Practice in New Zealand (“NZ
GAAP”) the Group is a Tier 1 for-profit entity. These financial statements comply with NZ GAAP, the
New Zealand equivalent to International Financial Reporting Standards (“NZ IFRS”), and International
Financial Reporting Standards (“IFRS”).
These financial statements have been prepared under the historical costs convention, modified by
the revaluation of certain assets and liabilities as identified in specific accounting policies below.
The principal accounting policies adopted in the preparation of the financial report are set out
below. These policies have been consistently applied to all the periods presented, unless otherwise
stated.
The financial statements have been rounded to the nearest dollar.
a. Going Concern
The Group financial statements have been prepared on a going concern basis, which contemplates
the continuity of normal business activity and the realisation of assets and the settlement of liabilities
in the normal course of business.
As disclosed in the financial statements, the Group reports;
• a loss of $7,892,672 (2021: $3,490,010), however this is after depreciation, provision for impairment
and amortisation of non-current assets of $5,214,849 (2021: $646,598).
• net cash outflows from operating and investing activities of $2,534,359 (2021: $2,189,331)
• cash at year end of $2,797,004 (2021: $5,255,074)
The Directors have undertaken a detailed cash flow forecast for the twelve months following the
date of approval of report, which shows that the Group will be able to meet its obligations as and
when they fall due. This forecast is based on achieving significantly higher revenue in 2023 financial
year than in 2022, and also allows for cost reductions implemented early in the 2022 year.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 29
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
a. Going Concern (continued)
Given current market uncertainty and the risk that the forecast revenue growth either is not achieved,
or is delayed beyond the forecast period, the Company has reviewed its cost base and intends to
undertake a capital raising within the next year.
The Board considers the going concern assumption to be appropriate as:
• They consider the operating cash flow forecasts to be achievable, with downside risks able to be
partially mitigated through further cost reduction initiatives if needed; and
• They have confidence in being able to raise required capital, based on the Group’s past history
of successful capital raising.
However, there is material uncertainty in relation to the Group’s ability to meet forecasts and to raise
additional capital, if and when required. These factors may cast significant doubt on the entity’s
ability to continue as a going concern.
If the going concern assumption is not valid, the consequence is the Group may be unable to realise
the value in its assets and discharge its liabilities in the normal course of business, noting that the
Group has booked a Provision for Impairment of $4.6 million against its non-current assets as at 31
March 2022.
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 TruScreen Pty Limited owned the largest 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, together with a deemed issue of shares, 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.
The Group financial statements also include:
• TruScreen Ltd (UK) which was incorporated on 6 November 2013
• TruScreen S. de R.L de C.V which was incorporated on 17 August 2017
Subsidiaries
Subsidiaries are all entities over which the Company has control. The Company controls an entity
when it is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company.
They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between group
companies are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 30
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
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.
d. Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency
that best reflects the economic substance of the underlying events and circumstances relevant to
that entity (the “functional currency”). The financial statements are presented in New Zealand dollars,
which is TruScreen Group Limited’s functional currency.
The functional currencies of the subsidiaries are:
SubsidiaryCountry of IncorporationFunctional Currency
TruScreen Pty LimitedAustraliaAustralian dollar
TruScreen Ltd (UK)UKGreat Britain Pound
TruScreen S. de R.L. de C.V.MexicoMexican peso
Transactions and balances
For each entity in the Group, transactions in currencies other than the functional currency are
translated at the foreign exchange rate ruling at the date of the transaction. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies at reporting date exchange rates
are recognised as part of the loss for the period. Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using the exchange rate at the date of the initial
transaction.
Translation of group companies’ functional currency to presentation currency
Assets and liabilities of all of the Group companies that have a functional currency that differs from
New Zealand dollars are translated to the presentation currency at foreign exchange rates ruling
at the reporting date of the Statement of Financial Position. Income and expenses are translated
using the rate 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 31
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
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, and discounts provided.
Revenue is derived from device sales and consumable single use sensors in the geographic regions
outlined in Note 6.
f. Other Income
The Research and Development tax offset is receivable from the Commonwealth Government
of Australia. Under the 43.5% refundable tax offset programme, 43.5% of eligible research and
development spending incurred by the Group is refundable by the Commonwealth Government.
The Research and Development tax offset is recognised at fair value where there is reasonable
assurance that the grant will be received. The offset does not have to be repaid to the Commonwealth
Government and is treated as income in accordance with NZ IAS 20 – “Accounting for Government
Grants and Disclosure of Government Assistance” and recognised in the same period as the related
research and development expenditure. This is disclosed as other income in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income.
The expenditure for which an offset is claimed is non-deductible and accordingly reduces tax losses
that otherwise would be available to be carried forward.
g. Income Tax
Income tax expense comprises current and deferred tax where applicable. Income tax expense is
recognised in profit and loss except to the extent that it relates to a business combination or items
recognised directly in equity or in other comprehensive income, in which case the tax is recognised
in the same manner as the underlying transaction.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year,
using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax
payable in respect of previous years. Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is not recognised for the following temporary
differences:
• the initial recognition of assets or liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or loss; and
• differences relating to investments in subsidiaries to the extent that it is probable that they will
not reverse in the foreseeable future.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 32
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
g. Income Tax (continued)
Deferred tax is measured at the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been enacted or substantively enacted
at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable
right to offset current tax liabilities and assets, and they relate to income taxes levied by the same
tax authority on the same taxable entity or on different tax entities, but they intend to settle current
tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused losses, tax credits and deductible temporary
differences, to the extent that it is probable that future taxable profits will be available against
which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will
be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same
time as the liability to pay the related dividends is recognised.
h. Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable
value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing
the inventories to their present location 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 33
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
k. Financial Instruments
Financial assets
The Group classifies its financial assets into one of the categories discussed below, depending on
the purpose for which the asset was acquired. The Group ‘s accounting policy for each category is
as follows:
Amortised cost
These assets arise principally from the provision of goods and services to customers (e.g. trade
receivables), but also incorporate other types of financial assets where the objective is to hold these
assets in order to collect contractual cash flows and the contractual cash flows are solely payments
of principal and interest. They are initially recognised at fair value plus transaction costs that are
directly attributable to their acquisition or issue, and are subsequently carried at amortised cost
using the effective interest rate method, less provision for impairment.
Impairment provisions for current trade receivables are recognised based on 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 trading history. Such renegotiations will lead to changes
in the timing of payments rather than changes to the amounts owed and, in consequence, the
new expected cash flows are discounted at the original effective interest rate and any resulting
difference to the carrying value is recognised in the consolidated statement of comprehensive
income (operating profit) as part of the impairment expense.
The Group’s financial assets measured at amortised cost comprise trade receivables, cash and cash
equivalents and related party loans in the consolidated statement of financial position.
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term
highly liquid investments with original maturities of three months or less.
Financial liabilities
The Company/Group classifies 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 are initially recognised at fair value and subsequently carried
at amortised cost using the effective interest method.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 34
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
l. Plant and Equipment
Plant and equipment are measured at cost less accumulated depreciation and impairment losses.
Depreciation
The depreciable amount of all plant and equipment is depreciated over the asset’s useful life to the
Group commencing from the time the asset is held ready for use.
The depreciation rates used for depreciable assets plant and equipment range between:
• Office Equipment - 16.67% and 50% diminishing value; and
• Manufacturing Plant – 20% straight line.
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if
appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These gains or losses are recognised in the profit or loss.
m. Impairment - Non-Financial Assets
The carrying amounts of the Group’s non-financial assets, other than inventories are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication
exists, then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash generating unit (“CGU”) is the greater of its value in
use and its fair value less costs to sell. When determining value in use, estimated future cash flows
will be discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of
impairment testing, assets that cannot be tested individually are grouped together into the smallest
group of assets that generates cash inflows from continuing use that are largely independent of the
cash inflows of other assets.
All intangibles have been treated as one cash generating unit. Cash inflows cannot be identified to
particular intangible assets or particular groups of intangible assets. This is as the cash flows arising
from the cancer detection business requires utilisation of all the particular intangibles.
Impairment losses are recognised in the profit and loss 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 35
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
n. Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets
with finite useful lives are subsequently amortised over the useful economic life and assessed
for impairment whenever there is an indication that the intangible asset may be impaired. The
amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at each financial year end.
Intellectual Property of the Group is stated at cost less any impairment losses and are amortised on
a straight-line basis over the estimated economic life of 20 years.
Research & Development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical
knowledge and understanding, is recognised in the profit and loss as incurred.
Development costs are capitalised where future benefits are expected to exceed those costs,
otherwise such costs are recognised in the profit and loss in the period in which they are incurred.
Development activities involve a plan or design for the production, and the development or
enhancement of new or substantially improved products and processes. Development expenditure is
capitalised only if development costs can be measured reliably, the product or process is technically,
or commercially feasible, future economic benefits are probable, and the Group intends to and
has sufficient resources to complete development and to use or sell the asset. The expenditure
capitalised includes the cost of materials, direct labour, overhead costs that are directly attributable
to preparing the asset for its intended use, and capitalised borrowing costs.
o. Share Capital
Ordinary shares are classified as capital. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds.
p. Employee Benefits
An accrual is made for the Company’s liability for employee benefits arising from services rendered
by employees to the end of the reporting period.
Employee benefits that are expected to be settled wholly within one year have been measured at
the amounts expected to be paid when the liability is settled on an undiscounted basis. Employee
benefits payable later than one year have been measured at the present value of the estimated
future cash outflows to be made for those benefits. In determining the liability, consideration is
given to employee wage increases and the probability that the employee may not satisfy vesting
requirements. Those cash flows are discounted using market yields on national government bonds (of
the country where the employment contract exists) with terms to maturity that match the expected
timing of cash flows.
q. Share Based Incentive Plan
The Group operates a share-based incentive plan under which the entity receives services from
employees 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 value of the awards granted.
At the end of each reporting period, the Group revises its estimates of the number of awards that are
expected to vest based on the service conditions. It recognises the impact of the revision to original
estimates, if any, in the profit or loss, with a corresponding adjustment to equity.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 36
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 2. ADOPTION OF NEW AND REVISED STANDARDS
No standards currently on issue that are 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 assumptions concerning the future that affects the amounts
reported in the financial statements. Estimates and judgments are continually evaluated and
based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The estimates will, by definition, seldom equal
the related actual results. The estimates and assumptions that have a significant risk of causing
material adjustments to the carrying amounts of assets and liabilities within the next financial year
are discussed below:
• Going Concern
Refer note 1 “a”
• Revenue from Contracts with Customers
The application of NZ IFRS 15: Revenue from contracts with customers (NZ IFRS 15) requires the Directors
to apply judgement in determining whether revenue can be recognised in advance of the receipt of
cash.
The significant judgements adopted by the Group in applying NZ IFRS 15 criteria include:
• Determining if a contract with the customer exists;
• Determining if the entity can identify the payment terms for the services; and
• Determining whether it is probable that the entity will collect the consideration to which it is
entitled.
• Intangibles
The carrying value of intangibles include acquired intellectual property and development costs
capitalised in accordance with the accounting policy for research and development.
The Directors tested the intangibles for impairment, at the reporting date, by having management
prepare a series of cash flows of the Group (the cash-generating unit), based on the expectations
about possible variations in the amount or timing of those cash flow, and the choice of a suitable
discount rate to calculate the present value of those cash flows. Note 14 provides detailed information
about the valuation techniques, inputs and key assumptions used in the testing for impairment.
Given the significant uncertainty associated with macro-economic events, the Directors have
determined to provide for the intangible assets in full during the current year as outlined in Note 14.
• 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 37
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
• 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.
• Share based payments
The Directors valued share options issued to Directors and consultants during the year using the Black &
Scholes method based on the assumptions and details in note 19. As the share options have fully vested
the value of the share options have, as required by the accounting standards, been fully expensed.
This is a non-cash expense and has no impact on the Group’s cash flow.
NOTE 4. FINANCIAL RISK MANAGEMENT
In the normal course of business, the Group is exposed to a variety of financial risks including foreign
currency, interest rate, credit and liquidity risks. The Group’s overall risk management strategy focuses
on minimising the potential negative economic impact of unpredictable events on the Group’s
financial well-being.
Details of the significant accounting policies and methods adopted, including criteria for recognition
and the basis of measurement are disclosed in Note 1 Summary of Significant Accounting Policies.
The Group to date has not entered into any derivative financial instrument contracts.
The totals for each category of financial instrument are as follows:
FINANCIAL INSTRUMENTS BY CATEGORY
Note
2022
$
2021
$
Financial assets (held at amortised cost)
Cash and cash equivalents92,797,0045,255,074
Trade and other receivables
Trade receivables subject to credit risk10275,447-
Total financial assets at amortised cost3,072,4515,255,074
Financial liabilities (held at amortised cost)
Trade and other payables15807,374452,494
Total financial liabilities at amortised cost807,374452,494
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 38
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
Market Risk
Foreign currency risk
Foreign currency risk is the risk that price changes from fluctuating exchange rates will reduce
the carrying amount of financial assets or increase the carrying amount of financial liabilities. The
Group operates internationally and is exposed to foreign exchange risk arising from various currency
exposures, 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.
The carrying amounts of the Group’s financial assets and liabilities denominated in currencies other
than the functional currencies expressed in $NZ at the reporting date are as follows:
AssetsLiabilities
2022
$
2021
$
2022
$
2021
$
USD1,083,695478,479214,718-
GBP 30,89826,528--
NZD
1
1,876,4873,519,5699,554-
Sensitivity analysis
The following table details the Group’s sensitivity to a 10% increase or decrease in NZD against the
relevant foreign currencies. 10% represents management’s assessment of a reasonably possible
change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the year-end for a 10% change in
foreign currency rates. A positive number below indicates an increase in profit where NZD weakens
10% against the relevant currency. For a 10% strengthening of NZD against the relevant currency, there
would be an equal and opposite impact on the profit, and the balances below would be negative.
Effect on profit after tax and equity: 10% weakening in NZD
2022
$
2021
$
USD86,89847,848
GBP 3,0902,653
NZD
1
186,393351,957
1 Exposure to NZD held in subsidiary where Australian dollars is the functional currency
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 39
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
Interest rate risk
Interest rate risk arises on financial assets and financial liabilities recognised at the end of a financial
period whereby a future change in interest rates will affect future cash flows. The Group’s policy is to
deposit cash at floating rates or at fixed rates for periods of time of less than 6 months, to 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:
• Nil% of NZ$56,140 (2021: 0.10% of NZ$1,060,384) on cash held in AUD.
• Nil% of NZ$1,901,180 (2021: Nil% of NZ$3,689,139) on cash held in NZD.
• 0.50% of NZ$30,898 (2021: 0.50% of NZ$26,528) on cash held in GBP.
• Nil of NZ$808,248 (2021: Nil of NZ$478,479) on cash held in USD.
The interest rate risk on bank balances is minimal as the value is not material and unlikely to
become so.
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge its obligations and
as a result the Group will suffer financial loss.
With respect to credit risk arising from cash and cash equivalents there is limited credit risk. The credit
rating of cash at bank and term deposits are:
CREDIT RATING – STANDARD AND POOR’S
Note
2022
$
2021
$
Cash at bank
S&P short term rating A-1+2,765,5685,228,002
S&P short term rating A-130,89826,528
92,796,4665,254,530
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 2022
amounted to $275,447 (2021: $Nil) refer to Note 10.
Minimal credit risk arises from the other receivable – research and development grant being due
from the Australian Government.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 40
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting obligations associated with
financial liabilities that are settled by delivering cash or another financial asset. The table below shows
the maturity analysis for the contractual undiscounted cash flows for financial liabilities:
Financial Liabilities
Carrying
amount
Total
contractual
cash flows
Not later
than three
months
Later than 3
months and
not later
than 1 year
Group 2022$$$$
Trade and other payables807,374807,374807,374-
Financial Liabilities
Carrying
amount
Total
contractual
cash flows
Not later
than three
months
Later than 3
months and
not later
than 1 year
Group 2021$$$$
Trade and other payables452,494452,494452,494-
The Company and Group manage liquidity risk by undertaking a rolling twelve month cash flow forecast
monthly, and holding adequate cash and cash equivalent assets.
(a) Fair value
The fair value of trade receivables, trade payables, loan receivable other receivables and cash and
cash equivalents approximate their carrying value due to the short term nature of these balances,
and/or the balances being subject to market interest rates and regular impairment tests.
(b) Capital risk management
There are no external capital requirements.
The Group and the Company’s objectives when managing capital are to safeguard their ability to
meet their liabilities as they fall due.
There were no changes in the Group’s approach to capital management during the year.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 41
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
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:
FINANCIAL INSTRUMENTS BY CATEGORY
2022
$
2021
$
Information about products and services
Total Revenues from external customers 1,678,4651,132,641
Information about geographical areas
Foreign country:
Mexico105,95456,298
China1,218,297884,076
Russia16,54659,373
Vietnam72,353123,492
Zimbabwe215,8994,835
Eastern Europe19,880-
MENA (Middle East/North Africa)12,986-
Others16,5504,567
1,678,4651,132,641
The basis for attributing revenues from external customers to individual countries is the location of
the customer.
Note
2022
$
2021
$
Non-current assets other than financial assets, by country in
which the entity holds those assets
Foreign country – Australia
Plant and equipment13-307,092
Intangible assets14-5,001,303
Total non-current non-financial assets-5,308,395
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 42
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
The following customers contributed more than 10% of the Group’s revenue for the year ended
31 March 2022 and or 31 March 2021:
20222021
$%$%
China1,218,29773884,07678
Vietnam72,3534123,49211
Zimbabwe215,89913--
No additional disclosure is required in the financial statements as the Group has one reportable
segment.
NOTE 6. REVENUE
2022
$
2021
$
Sales revenue - sale of goods
1
Wholesalers/distributors1,462,5661,127,350
Direct to customer215,8995,291
1,678,4651,132,641
Other income
Research and development tax offset
2
- Current year593,197549,109
- Prior year adjustment48,83023,628
642,027572,737
Interest received3721,820
Foreign exchange gain103,348-
Government assistance and grants228,167268,717
973,914843,274
1 For a geographical breakdown of revenues see Note 5. Ownership of goods transfers to the distributor/customer on leaving TruScreen’s
premises or that of the outsourced manufacturer when shipped directly to customers.
2 For further detail with regard to the research and development tax offset, refer to note 1(f).
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 43
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 7. EXPENSES
Note
2022
$
2021
$
Loss before income tax includes the following specific
expenses:
Employee benefits expense
Wages and salaries541,832750,372
Staff superannuation – defined contribution plan
1
116,28856,160
Provision for annual leave44,5997,904
Provision for long service leave6,867(11,421)
Directors fees25250,000214,544
Other employee related32,325162,866
991,9111,180,425
Administration and other operating expenses include:
Note
2022
$
2021
$
Audit fees
Fees for audit of financial statements for the year ended
31 March – RSM Hayes Audit
92,89992,547
Total remuneration of auditors92,89992,547
Amortisation of intangible assets14541,086544,565
Depreciation of plant and equipment1351,629102,033
Total amortisation & depreciation592,715646,598
1 TruScreen Pty Limited is required, under Australian employment laws, to pay a prescribed portion of each employee’s salary into a
superannuation scheme.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 44
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 8. INCOME TAX EXPENSE
2022
$
2021
$
Loss for the year(7,892,672)(3,490,010)
Prima facie income tax saving using the applicable country’s tax rate
28% (2021 :28%)
2,209,948977,201
Impact of variation in foreign tax rates (25% for Aus.; 19% for UK) (2021 :
26% for Aus.; 19% for UK)
(234,730)(18,431)
Expenses not deductible for tax in the current period:(1,378,269)(242,492)
Not recognised as a deferred tax asset(596,949)(716,278)
Income tax expense--
The amount of deductible temporary differences and unused tax losses for which no deferred tax
asset is recognised is as follows. These amounts have no expiry date.
2022
$
2021
$
Deductible/(non-deductible) temporary difference:
Foreign exchange losses169,819(83,027)
Other timing differences320,186267,605
490,005184,578
Unused tax losses12,596,84611,591,500
Total 13,086,85111,776,078
The deferred tax asset has not been recognised as the “probable” test that future assessable income
against which those losses can be offset in the countries where those losses have been incurred
cannot be satisfied.
NOTE 9. CASH AND CASH EQUIVALENTS
2022
$
2021
$
Cash on hand538545
Cash at bank2,796,4665,254,529
2,797,0045,255,074
Cash at bank is earning interest at a floating rate at the reporting date it ranged from 0% to 0.5%
(2021: 0% to 0.55%). Cash at bank is at call.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 45
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 10. TRADE AND OTHER RECEIVABLES
CURRENT
2022
$
2021
$
Research and development tax offset601,554558,485
Trade receivables subject to credit risk275,447-
Less provision for uncollectible amounts--
275,447-
877,001558,485
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.
The aging analysis of trade receivables past due is as follows:
Consolidated Group
Days Overdue
2022
1 – 60
days
$
90 – 180
days
$
Over 180
days
$
Total past
due
$
Within
terms
$
Trade receivables subject to
credit risk (prior to provision)
56,516---218,931
Days Overdue
2021
1 – 60
days
$
90 – 180
days
$
Over 180
days
$
Total past
due
$
Within
terms
$
Trade receivables subject to
credit risk (prior to provision)
-----
No collateral is held over trade receivables.
NOTE 11. INVENTORIES
2022
$
2021
$
Finished goods at cost117,103275,530
Work in progress379,784457,044
496,887732,574
The Group wrote off $181,217 relating to obsolete parts as it upgraded device design during the year.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 46
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 12. INTERESTS IN SUBSIDIARIES
Subsidiaries are:
Name of Subsidiary
Principal Place of
Business
Ownership Interest held
by the group
20222021
TruScreen Pty LimitedAustralia100%100%
TruScreen Ltd (UK)UK100%100%
TruScreen S. de R.L. de C.V. Mexico100%100%
Principal Activities
TruScreen Pty Limited owns the rights to the TruScreen Cervical Cancer Screening 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.
TruScreen Ltd (UK) holds the CE mark of quality compliance and will only trade to the extent necessary
to satisfy the minimum requirement for value added tax registration in the United Kingdom and CE
certification. In 2022 TruScreen Ltd (UK) made no sales.
TruScreen S. de R.L. de C.V. is non-operating.
NOTE 13. PLANT AND EQUIPMENT
Note
2022
$
2021
$
Plant and equipment at cost 476,891545,560
Accumulated depreciation(278,044)(238,468)
Less provision for impairment(198,847)-
-307,092
Movements in the carrying amount for each class of plant and equipment are as follows:
Note
2022
$
2021
$
Opening net book value307,092295,048
Additions2,36497,524
Depreciation charge7(51,629)(102,033)
Expensed to research and development(55,478)-
Provision for impairment(198,847)-
Foreign currency reserve movement(3,502)16,553
Closing net book value -307,092
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 47
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 14. INTANGIBLE ASSETS
Note
Intellectual
Property
$
Development
cost
$
To ta l
$
Opening balance as at 31 March 20207,313,7392,743,61210,057,351
Net exchange differences arising on the
translation of the financial statements into the
presentation currency
453,499170,122623,621
Balance as at 31 March 20217,767,2382,913,73410,680,972
Net exchange differences arising on the
translation of the financial statements into the
presentation currency
(931,520)(179,739)(1,111,259)
Balance as at 31 March 20226,835,7182,733,9959,569,713
Accumulated Amortisation
Opening balance as at 31 March 2020(1,897,810)(548,720)(2,446,530)
Amortisation recognised during the period7(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)
Amortisation recognised during the period7(381,963)(159,151)(541,114)
Net exchange differences arising on the
translation of the financial statements into the
presentation currency
882,353160,7901,043,143
Balance 31 March 2022(1,907,041)(743,025)(2,650,066)
Impairment
Opening 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)
Net exchange differences arising on the
translation of the financial statements into the
presentation currency
22,2139, 0 0 231,215
Provision for impairment(3,152,245)(1,271,042)(4,423,287)
Balance impairment 31 March 2022(4,928,677)(1,990,970)(6,919,647)
Carrying amounts
Balance as at 31 March 20203,722,3001,508,5215,230,821
Balance as at 31 March 20213,561,1621,440,1405,001,302
Balance as at 31 March 2022---
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 48
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
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 11 years and 8 months useful life remained on in use intangible intellectual
property assets.
Development costs consist mainly of costs incurred to produce a new console for TruScreen. The new
console was available for use on 1 April 2016. Amortisation commenced from that date. At reporting
date 13 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 Director’s 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.
The projections relate to the markets in which TruScreen is in the process of establishing its business:
principally China, Vietnam, Eastern Europe and Russia. Achievement of projected results will be
impacted by timing and market scaling aspects and the risks referred to above. These factors have
been catered for by applying appropriate achievement probabilities to the projections.
In particular the Directors have assessed the risk of not meeting the projected device sales and roll
out. These risks have been taken into account in determining the budget for 2023 and the impact on
sales revenue in subsequent years.
The global uncertainties from geopolitical tensions in Ukraine and China’s zero COVID policy will
impact the markets that the Group are in. The Chinese border remains closed from its ongoing COVID
management while the war in Ukraine has potential implications for the Group’s business in Russia.
Given these uncertainties the Directors have resolved to make a provision for the carrying cost of
the remaining intangible assets in the amount of $4.4 million. In arriving at the decision, the directors
considered the impact of a potential prolonged COVID lockdowns in major cities in China, ability to
do business with Russia, and rising inflation and interest rates.
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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 49
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
Key Inputs and Variables
• Cash flow projections over a 5 year period;
• Terminal growth rate of 2% (2021: 2%), based on long term economic growth prospects;
• The year 2023 is based on budget with revenue being discounted to reflect the ongoing impact of
COVID-19 through to the end of calendar 2022. Revenue for 2023 has been determined by careful
review of each market with growth in subsequent years growing at the rate of between 17% and 100%
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.
• A range of WACC rates was estimated between 20% to 25% to account for time value of money and
associated risks. This is based on current market rates adjusted for business and specific risks. In the
final determination a post tax rate of 24% (25.7% pre tax) was used.
DFCF Approach Result
• Based on the range of modelling, the range of possible outcomes suggested that factoring in these
uncertainties, the recoverable amount was nil.
• Given the significant uncertainties outline above, the Directors have resolved to book a provision for
impairment for the full carrying value of the intangible assets.
• In the event that the uncertainties referred to above are resolved, the Group achieves its 2023 budget,
and the Directors have confidence in the projections for the subsequent years, consideration will be
given re-establishing the intangible assets to an appropriate level.
Review Conclusion
• The carrying value of intangibles at 31 March 2022 is $Nil (2021: $5.0m).
NOTE 15. TRADE AND OTHER PAYABLES
CURRENT
2022
$
2021
$
Other payables and accruals807,374452,594
Other payables and accruals are interest free and payable generally on credit terms of 30 days from
receipt of goods or services.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 50
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 16. EMPLOYEE LIABILITIES
CURRENT
2022
$
2021
$
Employee liabilities 140,385205,273
NON-CURRENT
Employee liabilities44,13437,633
184,519243,006
The current portion of employee liabilities in the prior year represents annual leave entitlements of
employees $96,343 and termination 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.
NOTE 17. ISSUED CAPITAL
a) Ordinary Shares
Group
2022
Number
2022
$
2021
Number
2021
$
Balance at beginning of the year of fully
paid ordinary shares
362,866,25334,550,048227,534,80427,492,050
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
Share issue costs---(431,970)
Balance at 31 March362,866,25334,550,048362,866,25334,550,048
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:
No shares were issued in the current period.
b. prior 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 51
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
b) Share Options
Group
2022
Number
2022
Share
Based
Payments
$
Weighted
Average
Exercise
Price
2021
Number
2021
Share
Based
Payments
$
Weighted
Average
Exercise
Price
Balance at beginning
of the year
17,777,363306,00013.9c19,677,363306,00013.9c
Options issued
1
2,500,00069,50010.0c---
Options issued
2
2,500,00075,31310.0c---
Options lapsed
3
(8,777,363)-----
Options exercised---(1,900,000)-13.0c
Balance at end of year14,000,000450,81312.5c17,777,363306,00014.0c
1 Options issued 29 December 2021 to directors and employee
2 Options issued 4 March 2022 to distributors
3 Options lapsed exercise price of 13 cents per share and expiry date 12 July 2021.
NOTE 18. EARNINGS PER SHARE
20222021
Basic and Diluted loss per share:
Net loss attributable to shareholders(7,892,672)(3,490,010)
Weighted average number of ordinary shares on issue$362,866,253$323,761,703
Basic and diluted loss per share (cents) (based on weighted
average number of shares on issue)
(2.18)(1.08)
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 52
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 19 SHARE BASED PAYMENTS
Options
A summary of the movements in share options issued to Directors, employees, consultants and
distributors are as follows:
20222021
#$#$
Options on issue at start of period
1
9,000,000306,0009,000,000306,000
Options issued
2
5,000,000144,813--
Options on issue at the end of the period14,000,000450,8139,000,000306,000
Of the issued options, 13,500,000 (2021: 9,000,000) had vested and were exercisable at 31 March 2022.
1 As approved by shareholders on 27 August 2019, the options were issued to Directors and senior managers. Options have been valued
using Black & Scholes model using the following variables: share price at date of issue $0.105 cents, exercise price $0.15 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.
The estimated value of the options at grant date was $306,000. In accordance with accounting standard NZ IFRS 2 the total value of the
options has been expensed as a non-cash share-based payment, notwithstanding that there is no cost to the company or intrinsic value
to the option holders in the year to 31 March 2020.
2 As approved by shareholders on 7 September 2021, the options were issued to Directors and senior managers. Options have been valued
using Black & Scholes model using the following variables: share price at date of issue $0.063 cents, exercise price $0.10 cents, risk free
government bond rate 0.36% and option period of 3.0 years and a share price volatility of 100% based on observed historical volatility. The
options were valued at $81,765 with the vested portion, $69,500, being expensed in the current year.
In addition, the Company issued 2,500,000 to distributors. These options have been valued on the same basis as outlined above with the
vested portion, $75,313, being expensed in the current year.
NOTE 20. RESERVES
The foreign currency translation reserve records exchange differences arising on translation of
TruScreen Pty Ltd from AUD functional currency and TruScreen Ltd (UK) from GBP functional currency
to the presentation currency of the Group (NZD).
The share option reserve records items recognised as expenses on valuation of share options issued
to employees and directors but not yet exercised or lapsed.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 53
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 21. CASH FLOW INFORMATION
2022
$
2021
$
Reconciliation of cash flow from operations with loss after income tax
Loss for the period (7,892,672)(3,490,010)
Adjusted for:
Depreciation and amortisation592,715646,597
Impairment of non-current assets4,622,134-
Share based payment expense144,813-
Unrealised exchange difference arising from translating loss items
at the date of transaction
(146,358)298,477
Operating cash flows before working capital changes(2,679,368)(2,544,936)
(Increase)/decrease in trade and other receivables(275,447)182,018
Decrease/(increase) in goods and services taxes recoverable7,445(26,718)
(Increase)/decrease in prepayments(73,339)30,511
Decrease/(increase) in inventory235,687(228,806)
(Increase)/decrease in research and development tax offset(43,069)125,765
Increase/(decrease) in trade and other payables354,881159,451
(Decrease)/increase in employee liabilities(58,487)113,384
Net cash to operating activities(2,531,697)(2,189,331)
NOTE 22. RELATED PARTY TRANSACTIONS
a. The Group’s main related parties are as follows:
(i) Key management personnel:
Any person(s) having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including any Director (whether executive or
otherwise) of that entity, are considered key management personnel.
For details of disclosures relating to key management personnel, refer to Note 25 - Key
Management Personnel Compensation.
(ii) Other related parties:
Other related parties include entities over which key management personnel have
joint control.
b. Transactions with related parties:
The following transactions occurred with related parties:
(i) The Company issued 2,500,000 options to directors and key management personnel, with
exercise price $0.10 and expiry date 7 September 2024 during the year. The options are fully
vested and an expense of $69,500 was recorded during the year.
(ii) The remuneration for Mrs Juliet Hull in the Directors Report includes $204,486 in consulting
fees for acting a interim CEO.
(iii) A loan on commercial terms of $75,000 was repaid in the prior year, by Mr Martin Dillon, a
previous CEO.
(iv) $60,095 was paid in the previous year to the spouse of the previous CEO, Victoria Potarina, for
information technology consulting.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 54
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 23. CONTINGENT LIABILITIES
TruScreen devices are warranted to be free from defects and to conform to product descriptions
and specifications for a period of one year from the date of original delivery of the TruScreen unit by
the dealer or agent to the customer. It is possible that outflows in settlement could result from the
warranty provided.
As no significant claims have been received to date, no provision has been made in these financial
statements, and any future settlement is expected to be immaterial.
NOTE 24. 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 2022.
NOTE 25. KEY MANAGEMENT PERSONNEL COMPENSATION
The totals of remuneration paid to key management personnel (KMP) of the Group during the
period are as follows:
2022
$
2021
$
Short-term employment benefits – Directors fees
1
250,000214,544
Short-term employment benefits – Director’s consulting fees
2
204,48612,739
Directors share based payments65,500-
Other key management personnel
3
Short-term employee benefits – Salary333,721556,049
Termination benefits-257,042
Post-employment benefits – Superannuation20,95539,621
Share based payments4,000-
Total employment benefits358,676852,712
Tota l878,6621,079,995
1
Directors’ fees to the directors of the parent entity as follows:
Director
2022
$
2021
$
Anthony Ho90,00080,833
Christopher Horn60,00050,833
Juliet Hull50,00024,165
Dexter Cheung50,0004,167
Christopher Lawrence-36,667
Con Hickey-17,879
250,000214,544
2 Short-term benefits in the current year of $204,486 (2021: $12,739) were paid by TruScreen Pty Limited, to the Acting CEO. Directors’ fees
and Company Secretary fees were paid by TruScreen Group Limited.
3 A further $38,556 (2021: $38,556) was paid to a company controlled by the Company Secretary, for accounting services.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 55
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2022
NOTE 26. LICENCE COMMITMENTS
The Group has licence and service fee commitments in the amount of $73,618 (2021: $171,775) for
premises which expires on 20 December 2022. However, this arrangement may be cancelled by
either party with three months’ notice.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 56
Independent Auditor’s Report
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 2022;
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, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements on pages 24 to 55 present fairly, in all material respects,
the financial position of the group as at 31 March 2022, 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 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) 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.
Other than in our capacity as auditor, we have no other relationship with, or interests in, the group.
Material uncertainty related to going concern
We draw attention to Note 1a in the financial statements, which indicates that the group needs to achieve
forecast revenue growth and cost reductions, and obtain additional capital funding to finance its operations. As
stated in Note 1a, these events or conditions, along with other matters explained in Note 1a, indicate that
material uncertainties exist that may cast significant doubt on the group’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 57
Independent Auditor’s Report
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 below were
addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Impairment of intangible assets
Why we considered this to be a key audit matter
Intangible assets previously comprised a significant
carrying value relative to the financial position of the
group, with details of these are disclosed in Note 14
to the consolidated financial statements. In the
current year, the group has fully impaired these
assets on the basis of their impairment testing
assumptions, resulting in an expense of $4,423,287.
The level of impairment charge and 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 2022 financial year –
both creating indicators of impairment at 31 March
2022.
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.
Given both the risks considered in note 14 and the
underlying change in the macro-economic
environment, a higher discount rate has been applied
in 2022 than previously.
Considering the current levels of uncertainty in key
markets in which the group operates, the group
concluded that impairment of the full carrying value of
non-current assets was required.
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 cash flow drivers
and key assumptions;
We discussed the future business plans
and key assumptions with management
and the directors to ensure the cash flow
forecasts used in the impairment testing
model were consistent with these;
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. This included assessment of
the impact of disruption from geopolitical
tensions and COVID-19 containment
measures in the jurisdictions where the
Group’s customers reside; 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 58
Independent Auditor’s Report
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
$601,554 at 31 March 2022 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 2022, derived from the
underlying accounting records. Whilst the group
engages assistance from an expert to assist in
preparing the ultimate claim and related
documentation, this is yet to prepared for the 31
March 2022 period, and so this amount remains
outstanding at the date of this report. Accordingly
there is a risk that the balance may not be a
materially correct estimate of the final amount to be
claimed, approved and paid 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 utilised R&D tax incentive
expertise from our Australian network firm to
assist in our assessment of the eligibility of
the proposed claim.
We also assessed the Group’s history in
lodging and successfully receiving claims in
previous years.
We obtained a view from the management’s
R&D advisor that the extent of the claim was
expected to be at least the level recorded in
the financial statements, and discussed the
status of the claim with the advisor. We
evaluated the competencies and objectivity
of management’s external R&D tax advisor.
We perform our own tests of detail on the
underlying records which included
comparison to the related employee time
records and obtaining a sample of supporting
documentation related to 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 22 and pages 60 to 69 (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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 59
Independent Auditor’s Report
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 economic 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 its 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 30 June 2022
Auckland
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 60
Governance
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 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 requirements
of being a listed company of the New Zealand Stock Exchange and the Australian Securities
Exchange.
The primary objective of the Board is to build long-term shareholder value with due regard to
other stakeholder interests. It does this by guiding strategic direction and context and focusing
on issues critical for its successful execution.
TruScreen’s Board Charter sets out the governance principles, authority, responsibilities and
membership and operation of the Board of Directors. This governance statement outlines the
main corporate governance practices as at 31 March 2022.
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 and the Australian Securities Exchange (ASX)
Listing Rules relating to corporate governance, 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”), and the Australian
Corporate Governance Council’s principles and recommendations.
The structure of this section of the Annual Report reflects the requirements of the FMA’s
Guidelines. The Board’s view is that the Company’s corporate governance principles, policies,
and practices do not materially differ from best practice ‘Principles’.
The structure of the Company’s FY2022 Annual report and Corporate Governance statement
also aligns to reflect the requirements of 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 61
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, Privacy Act requirements, confidentiality
of company information, conflicts of interest, complaints from stakeholders and trading in company
securities.
Conflicts of Interest
Directors are expected both individually and collectively to act in accordance with TruScreen’s
Directors’ Code of Ethics and to restrict involvement in other businesses that would likely lead to
conflicts of interest. The Board maintains an Interest Register.
Where conflicts of interest arise, the Board policy is for the conflicted Director(s) to advise the Board
and to absent themselves from the relevant discussions and related voting.
Trading in TruScreen Securities
On a continuing basis, the Board considers whether any matters under consideration are likely to
materially influence the present or future market expectations of the Company, including the share
value. It then determines whether or not there continues to be an ‘open window’ for share trading
by Directors or Officers of the Company. The policy is for a specific declaration in respect of this
matter to be made as appropriate. All proposed transactions need to be approved in line with the
company’s Security Trading Policy.
PRINCIPLE 2 - BOARD COMPOSITION AND PERFORMANCE
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 2022 there were 4 Directors on the board. All
Directors act in a non-executive role, however currently one of 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 Report section of the
annual report and on the website.
The board also regularly reviews its composition to ensure it has the right skill set and composition
to maximise the Company’s performance, opportunities and strategic direction. The board has a
procedure for assessing director performance annually.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 62
GOVERNANCE PRINCIPLES AND GUIDELINES
Independence of Directors
For a Director to be considered to be independent the fundamental consideration in the opinion of
the Board is that the Director be independent of the Executive and not have any relationship that
could, or could be perceived, to interfere materially with the Director’s exercise of his/her unfettered
and independent judgment.
The matters that the Board considers in determining director independence are specified in the
Board Charter. Having considered these matters and the composition of the Board, the Company
considers the Directors hold an appropriate mix of skills, expertise and independence.
The TruScreen Board has reviewed which of its Directors are deemed to be independent in terms of
NZX Listing Rules and has determined as follows:
Independent Directors: Anthony Ho, 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.
In terms of the NZX and ASX listing rules, 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;
• 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 63
GOVERNANCE PRINCIPLES AND GUIDELINES
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 the annual
general meeting, along with 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 electronic and telephone
communication. The Board meetings and circular resolutions taken by the board are set out in the
Directors Report.
Diversity Policy
The Company has a diversity policy which is on its website and reports annually, in the operations
section of the annual report, relevant statistics.
PRINCIPLE 3 – BOARD COMMITTEES
The Board uses committees where this enhances the effectiveness in key areas while retaining board
responsibility.
The Board operates 2 Committees to assist in the execution of the Board’s duties – the Remuneration
and Nomination Committee and the Audit, Finance & Risk Committee. Each Committee has a
specific Charter. Committee members are appointed from members of the Board and membership
is reviewed on an annual basis. All matters determined by committees are submitted to the full Board
as recommendations for Board decision.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 64
GOVERNANCE PRINCIPLES AND GUIDELINES
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 once during the 12 months to 31 March 2022.
The Committee is satisfied that the Company, and the CEO, has implemented and continued to
enforce a culture of Health and Safety compliance with all regulations in the countries in which the
Company operates.
Audit, Finance & Risk Committee
The Audit, Finance & Risk Committee comprises of Christopher Horn (chair) and Dexter Cheung.
The role of the Committee is to review the annual audit process, the financial and operational
information provided to the stakeholders and others, to monitor the management of business risk to
the organisation, and review the framework of internal control and governance which the Executive
and the Board have established. The Chief Executive Officer and Chief Financial Officer are invited
to attend meetings as appropriate. The Audit, Finance & Risk Committee met twice during the 12
months to 31 March 2022.
The Audit, Finance & Risk Committee also communicate with the Company’s external auditors as
and when deemed necessary by the Committee.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 65
GOVERNANCE PRINCIPLES AND GUIDELINES
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 governance policies and 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 Nomination Committee, a committee of the Board. The Committee makes recommendations
to the Board on salaries and incentive programs and more widely on human resource and people
management issues.
Non-Executive Directors’ Remuneration
The fees payable to the Non-Executive Directors are determined by the Board within the aggregate
amount approved by shareholders. The Board considers the advice of independent remuneration
consultants when setting remuneration levels. As at 31 March 2022 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 66
GOVERNANCE PRINCIPLES AND GUIDELINES
Staff Remuneration
All staff other than Senior Executives are remunerated by salary plus industry standard leave
entitlements. Currently no staff qualify to participate in a long term executive share scheme plan.
PRINCIPLE 6 – RISK MANAGEMENT
The Board regularly verifies that the entity has appropriate processes that identify and manage
potential and relevant risks.
Business Risks
The Company has in place a risk management register to identify and address areas of significant
business risk. The Company maintains insurance policies that it considers adequate to meet the
insurable risks of the Company and Group. Exposure to any foreign exchange risk is managed in
accordance with policies laid down by the Directors.
The Chief Executive Officer and Senior Executive team are required to identify the major risks affecting
the business and to develop strategies to mitigate these risks. Where significant risks are identified, the
policy is for the Board to be advised and to discuss, and for the Senior Executive to undertake prompt
corrective action to mitigate and monitor the risk in line with established policies.
Health and Safety
The 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 occupational health and safety policies 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 updated risk assessment profile to each meeting of the Audit,
Finance & Risk Committee. The Remuneration and Nomination Committee reviews human resource
management risks.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 67
GOVERNANCE PRINCIPLES AND GUIDELINES
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 and ratified
at the Shareholders Meeting on 7 September 2021.
RSM will be invited to attend this year’s annual meeting and will be available to answer questions
about the audit process, TruScreen’s accounting policies and the independence of the auditor.
PRINCIPLE 8 – SHAREHOLDER 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.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 68
Investor NameUnits% Issued Capital
New Zealand Depository Nominee34,429,7089. 4 9
Consolidated Nominees Pty Ltd29,539,9008.14
New Zealand Central Securities Depository Limited14,020,1133.86
Waitara Trustees Limited13,622,2223.75
Masfen Securities Limited13,499,6453.72
Albert Nominees Limited11,000,0003.03
Consolidated Nominees Pty Ltd10,062,5002.77
Idl Trustee Limited9,534,9142.63
Lah Investment Co Pty Limited8,922,4132.46
Ryan Peter Parkin7,330,3152.02
Forsyth Barr Custodians Limited5,282,6371.46
Maarten Arnold Janssen5,083,6701.4
Custodial Services Limited4,729,4261.3
Forsyth Barr Custodians Limited4,502,6101.24
David Russell Stewart & Adrienne Ruth Stewart4,175,8001.15
Anthony Peng Ho & Chui Hoong Ho3,600,0000.99
Caroline Robyn Ball & Christopher John Thomson Bush2,978,6810.82
Peng Cheong Ho2,474,2880.68
Qsp Limited2,312,7900.64
Christopher Lawrence Horn & Marilyn Gai Horn2,050,0000.56
ISSUED CAPITAL AS AT 10 JUNE 2022
TRU362,866,253
Current Holders2113
INVESTOR RANGES AS AT 10 JUNE 2022
RangeHolders Number%
1-10003817,4120.00%
1001-50002971,075,0520.30%
5001-100003883,283,5050.90%
10001-5000076019,272,6175.31%
50001-10000025119,485,8435.37%
Greater than 100000379319,731,82488.11%
2113362,866,253100.00%
INVESTORS DOMICILE AS AT 10 JUNE 2022
Holders
New Zealand1,361
Australia742
Rest of World0
Issued Capital
New Zealand270,095,713
Australia89,434,252
Rest of World3,336,288
The Company had 507 unmarketable parcels as at 10 June 2022.
As at 10 June 2022 the Company had 9,000,000 unlisted options
on issue (9 option holders) with exercise price of NZ$0.15 cents
and expiry date 27 August 2022, and 5,000,000 unlisted options
on issue (11 holders) exerciseable at NZ$0.10 per share with expiry
date of 7 September 2024.
TOP TWENTY SHAREHOLDERS
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 68
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 69
Australian Registered Office:
C/- TruScreen Pty Limited
Level 1, 1 Jamison Street
Sydney NSW 2000, Australia
Company Secretary
Guy Robertson
guyrobertson@truscreen.com
TruScreen Group Limited
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
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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.