Truscreen Annual Report 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 1
Annual Report
2023
TruScreen Group Limited
A world
without
cervical
cancer.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 2
DIRECTORS
Anthony Ho
Non-Executive Independent Chairman
Christopher Horn
Non-Executive Independent Director
Juliet Hull
Non-Executive Director
Dr Dexter Cheung
Non-Executive Independent Director
MANAGEMENT
Dr Beata Edling
Chief Executive Officer
Edmond Capcelea
Chief Technology Officer
Guy Robertson
Chief Financial Officer
Dr Jerry Tan
General Manager Commercial
REGISTERED OFFICE
C/- HLB Mann Judd Limited,
Level 6, Equitable House
57 Symonds Street, Grafton,
Auckland, New Zealand
NZX Code : TRU.NZX
ASX Code : TRU.AX
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 2023 l 2
Corporate Directory
LAWYERS
New Zealand
Corporate Counsel - Sean Joyce
Sean@corporate-counsel.co.nz
Australia
Addisons - Li-Jean Chew
li-jean.chew@addisons.com
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 3
Chairman’s Letter4
Operations Report8
Directors’ Report16
Financial Statements23
Auditor’s Report55
Governance59
Shareholder Information67
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 3
Table of Contents
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 4
Dear fellow Shareholders,
Our TruScreen technology was
featured in May 2023 in the China
Blue Paper “Cervical Cancer Three
Stage Standardised Prevention and
Treatment”. TruScreen achieved a
further significant clinical recognition
when TruScreen was included in
the CSCCP’s (Chinese Society for
Colposcopy and Cervical Pathology)
national “China Cervical Cancer
Screening Management Guideline”.
These were announced in April/May
2023, after the financial year end. The
endorsements by the CSCCP Guideline
and the Chinese Blue Paper vindicated
our long commercialisation journey
in China. More details are in the
Operations Report.
Truscreen Group Limited was able to maintain its year
on year sales notwithstanding a frustrating COVID
receding year, with extended lockdowns in key
cities in our major market China, and the disruption
to our business in Russia and Eastern Europe from
the Ukraine war which continued throughout the
reporting period.
Our AI enabled opto-electrical technology-based
real time, low cost and portable system for the
detection of cancerous or pre-cancerous cells in
cervical tissues has now established a strong position
in the WHO’s quest to eliminate cervical cancer by the
end of the century. 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.
Importantly, it also breaks down cultural barriers
against conventional tissue specimen collections.
I commend the Operations Report to our shareholders
and stakeholders, to appreciate what was achieved
during FY2023.
The TruScreen revenue model is to achieve recurring
revenue from the supply of Single Use Sensor (SUS).
The consumption of SUS is a function of the critical
mass of installed and in use of our TruScreen screening
devices. We are now seeing a higher growth rate of
sales for SUS versus devices, validating the revenue
model. The focus of our distributors is the SUS pull
through from each installed medical screening
device. Operationally, we maintain a tight low cost
overhead in support of our global distributors. Our
China distributor Beijing Siweixiangtai Tech Ltd Co,
with the benefit of the new “made in China” device,
have made significant progress in securing sales to
hospitals and gaining gynaecological department
acceptances. A new distribution channel has been
identified in public Health Check Centres, and we
expect to see significant growth in this market sector
in the years ahead.
Chairman’s Letter
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 5
On behalf of the board, I thank
our team, our shareholders, global
distributors, suppliers, medical
advisory groups and stakeholders
for their support as we continue our
quest to make a difference to the
elimination of cervical cancer by the
end of the century.
One of the objectives of TruScreen for FY2024 is
to drive down our cost of manufacturing. We
need to disrupt our internal processes to ensure
that we remain competitive in our markets.
In late 2022, your board recognised the
receding of COVID and the need for the
company to have a focused CEO to take it to
the next growth phase. Dr. Beata Edling was
appointed Chief Executive Officer in October
2022. Dr Edling, previously Truscreen’s Medical
Affairs and Market Access Lead, and her small
team have performed well during the year
in supporting distributors, the formation of
international experts’ group, and engagement
with key opinion leaders. The team has
also made excellent progress on regulatory
compliance with the new Medical Device
Regulation (MDR) global standards, and with
clinical data from the Royal Hospital for Women
in Sydney and from the trial in Zimbabwe, are
well advanced in a project to enhance the
TruScreen technology through improvement in
the algorithm performance.
On behalf of the board, I thank Juliet Hull, our
non-executive director, who stepped up as
Interim CEO during the height of the COVID
pandemic. Juliet has resumed her role as a
non-executive director of the company.
With the support of our shareholders, we
raised approximately $1.6 million during the
year with the issue of 53,775,755 shares at
NZ$0.03 per share. While we continue our drive
to expand the business and drive towards
profitability, we are also actively looking at
business opportunities that will add value for
shareholders.
Anthony Ho
Chairman
Chairman’s Letter
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 6
NZ DollarsFY23FY22FY23/FY22
Sales1,662,6191,678,465(1%)
Revenue2,202,6352,652,379(17%)
Net Loss
1
(2,401,840)
1
(7,892,672)
1
70%
Cash outflow from operating activities(2,193,786)(2,531,697)13%
Cash and Cash Equivalents2,160,4682,797,004(23%)
Directors and Management
Anthony Ho
Non-Executive
Independent
Chairman
Christopher Horn
Non-Executive
Independent Director
Juliet Hull
Non-Executive
Director
Edmond Capcelea
Chief Technology
Officer
Guy Robertson
Chief Financial
Officer
Dr. Dexter Cheung
Non-Executive
Independent Director
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 6
1
The financial year includes a non-cash impairment of non-current assets of $49,700 (2022: $4,622,134).
Dr Beata Edling
Chief Executive
Officer
Dr. Jerry Tan
General Manager
Commercial
Financial Results
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 7
TruScreen’s solution is ideal
for LMICs
Central
Europe
26
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 2023 l 7
Market under review
1bn+
Women eligible
for screening in
key markets
Middle
East
77
Africa
260
Mexico
33
Russia
42
China
402
India
318
Indonesia
73
Vietnam
24
Numbers in millions of people
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 8
2023 HIGHLIGHTS
Despite COVID
interruptions in China
and Vietnam,
product revenues
were in line with
prior year
China ramps up
for Health Check
centres
Russia expands
operations into
Kazakhstan
Device sales up
15% YOY
with 49 new units
spread across China,
Vietnam, Mexico, Russia.
Device installations also
increased by 15%
YOY to 217
Zimbabwe
government
continues roll out
of the TruScreen
program
Vietnam
demonstrating a
positive trajectory
with further
hospital approvals
TruScreen China business to be significantly bolstered with
recognition in the China Blue Paper and endorsement from Chinese
Society for Colposcopy and Cervical Pathology (CSCCP)
Outstanding clinical
evaluation results
from Saudi Arabia
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 8
Operations Report
Mexico opens
cervical cancer
screening centre
TruScreen hosts first Global
Medical Symposium and
readies for Medical Device
Regulation
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 9
The recognition of TruScreen device as a
Made In China domestic product continues to
provide greater distribution and shortens the
procurement process of hospitals.
The Chinese market offers substantial growth
opportunities for TruScreen. During the financial
year, the company expanded commercial use
of our devices in 14 new hospitals, and increased
TruScreen users by 14% year on year. TruScreen
maintained a significant pipeline of hospital
approvals and gynaecological department
acceptances from over 100 hospitals, that
should be converted to future sales in FY24.
A notable achievement was the relaunch of
operations in the Xinjiang Uygur Autonomous
Region, where TruScreen provided cervical
cancer screening devices and Single Use
Sensors (SUS) to hospitals and medical centres.
Xinjiang UAR, located in China’s far north-west,
encompasses a vast area of 1.7 million square
kilometres and is home to 26 million people,
with 912 hospitals and over 16,000 community
medical centres. Another major milestone was
achieved when TruScreen completed its first
installation in a public Health Check Centre
at The People’s Liberation Army General
Hospital early in the 2023 calendar year. Local
distributor SWXT, anticipates that the public
Health Check sector will become a significant
market for TruScreen in the coming years.
CHINA
TruScreen made significant strides in the
Chinese market during FY23, overcoming
challenges of COVID-19 pandemic. Despite the
obstacles, TruScreen, in collaboration with local
distributor Beijing Siweixiangtai Technology
(SWXT), successfully resumed and expanded
its projects in various regions of China.
TruScreen first entered the Chinese market
in 2007. The years of commercialising our
technology in China saw a significant
breakthrough in May 2023. The strength of
the body of clinical evidence supporting
the TruScreen technology, saw TruScreen
®
featured in the China Blue Paper “Cervical
Cancer Three Stage Standardised Prevention
and Treatment”. The paper recommends
TruScreen for cervical cancer screening,
emphasizing its origin, extensive clinical trials,
and performance as a primary screening tool,
as well as the important role in co-test and
triage testing. TruScreen achieved a further
significant milestone after the end of the 2023
financial year when TruScreen’s technology
was included in the CSCCP’s (Chinese Society
for Colposcopy and Cervical Pathology)
national “China Cervical Cancer Screening
Management Guideline”, further strengthening
TruScreen’s position as an AI enabled screening
method. The endorsements by the CSCCP
Guideline and the Chinese Blue Paper will
drive further sales and position TruScreen as
a trusted and recommended cervical cancer
screening solution.
OPERATIONS REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 9
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 10
CHINA (continued)
TruScreen’s outstanding clinical performance
has attracted global clinical attention. The
independent clinical trial, conducted by the
Chinese Obstetricians and Gynaecologists
Association (COGA), of 15,661 women over
three years, concluded in July 2021. The results,
presented in early FY23 at the world’s largest
conference on cervical cancer, organised by the
American Society of Colposcopy and Cervical
Pathology (ASCCP) in California, demonstrated
that, for detection of precancerous lesions
(CIN2+) TruScreen’s sensitivity (87.5%) surpassed
that of Liquid Based Cytology (LBC, 66.5%),
and its specificity (88.4%) exceeded LBC (86.3%)
and hrHPV testing (78.3%). The trial results
are currently in preparation for publication in
an international medical journal, and once
published, will further enhance the global
acceptance and adoption of TruScreen’s
technology.
TruScreen is poised for a promising future in
cervical cancer screening in China.
The FY23 achievements in China, led by the
recommendation of the Chinese Blue Paper
and the National Guideline endorsement
of CSCCP, including project resumptions,
successful installations, sales wins, and
clinical study results, position the company
for substantial growth and market expansion
in China and internationally. TruScreen has
a strong market pipeline and increasing
acceptance and recognition of its innovative
technology, in China.
VIETNAM
With a new distributor, Vietnam witnessed
an increase in local recognition from its focus
on education and community screening
programs. TruScreen’s new distributor, Gorton
Health Services (GHS), played a crucial role by
organising TruScreen medical seminars that
successfully reached hundreds of doctors and
key opinion leaders, enhancing awareness, and
understanding of the TruScreen technology.
GHS has conducted seven free screening
programs in regional provinces benefiting
over 1,300 women. One of the notable
successful programs was in Dak Nong Province
in December 2022, where 876 women were
screened over five consecutive days. Through
this initiative, GHS fostered strong relationships
with the local government and the province’s
largest public hospital.
TruScreen has replaced liquid-based cytology
as the primary screening method in the leading
Hanoi OBGYN hospital. Two major hospitals
have received the Ministry of Health approvals
for use of the TruScreen technology. An
additional 4 hospitals are seeking approvals
from MoH to adopt TruScreen as the primary
screening method.
The data collected from community screening
programs mentioned above, has been utilised
in the application to include TruScreen in the
Ministry of Health’s (MOH) Medical Technique
List, paving the way for government health
care reimbursements/subsidies. This strategy
will increase the adoption of TruScreen.
The authorities support the introduction of
TruScreen in the region.
OPERATIONS REPORT
SHMG, the largest private medical clinic
and service provider in Saudi Arabia, has
commenced negotiations to integrate
TruScreen as a permanent part of their cervical
screening services. With a network of six large
hospitals in Saudi Arabia, including a network
of OBGYN clinics, and ongoing development
of Saudi Arabia’s inaugural “private health
city”, SHMG is a leading adopter of TruScreen
technology. By establishing reference sites
within the region, SHMG is facilitating
expansion in the private health market and
will in the future introduce TruScreen into the
public hospital sector.
MEXICO
TruScreen’s distributor successfully established
a dedicated cervical cancer screening centre
in a newly opened clinic in Mexico City,
operated by Mexpharm Medical Clinical, a
prominent healthcare provider in Mexico. This
centre serves as a showcase of TruScreen’s
advanced medical technology, acts as a
training hub, and offers essential screening
services to the local population.
Sunbird S.A de C.V., the TruScreen distributor
in Mexico has submitted registration of the
TruScreen device to Cofepris, the national
regulator, with a decision expected in late
FY2024. National registration of TruScreen
technology would enable TruScreen to be
included in the public hospital tender process.
Mexico presents a substantial addressable
market, with a female population exceeding 65
million, of which approximately half fall within
the crucial age range of 25 to 64 years for
cervical cancer screening. The establishment
of this screening centre reflects TruScreen’s
commitment to addressing the healthcare
needs of Mexican women and expanding
access to reliable cervical cancer screening
services.
ZIMBABWE
The TruScreen pilot program that took place
in Masvingo, a rural southwestern province in
Zimbabwe, concluded in January 2023. This
government-led initiative, managed by the
Zimbabwe National AIDS Council (NAC) and
the Ministry of Health and Childcare, offered
cervical cancer screening to women in the
region, regardless of their HIV status. During
the six-month pilot, conducted at 16 locations,
over 10,500 women were screened. The project
achieved significant success by leveraging
satellite clinics within the healthcare network,
ensuring that TruScreen reached women in
even the most remote areas. To sustain the
project’s momentum, NAC has purchased an
additional 10,800 SUS in Q4 of FY2023. The
NAC intends to expand the project to other
provinces in 2024.
Cervical cancer is a significant health risk to
Zimbabwean women, resulting in high mortality
rates. TruScreen is an ideal screening solution
for the Zimbabwean population, addressing
challenges associated with traditional screening
methods, such as limited pathology services and
the need for multiple follow-up appointments.
Dr. Bernard Madzima, CEO of NAC, has
publicly supported the TruScreen technology,
emphasising the council’s commitment to
extending its usage throughout the country. He
has highlighted the importance of TruScreen in
ensuring that women at all levels of healthcare
can access these essential services for women in
Zimbabwe and Greater Africa.
SAUDI ARABIA
The Dr. Sulaiman Al Habib Medical Group
(SHMG) released preliminary results of their
clinical evaluation, of the effectiveness of
TruScreen Ultra
®
in cervical cancer screening
in late FY23. The results demonstrated that
TruScreen achieved sensitivity of 83.3%,
surpassing that of LBC’s 66% and comparable
specificity to LBC (TRU: 95%, LBC: 98%). These
promising findings provide strong evidence
of TruScreen’s accuracy and efficacy in the
specific context of Saudi Arabia.
OPERATIONS REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 11
RUSSIA
TruScreen, in collaboration with its dedicated
distributor IntelMed Systems JSC (IMS),
maintains unwavering dedication to offering
the TruScreen cervical cancer screening
technology to women everywhere, even in the
face of persisting geopolitical challenges. IMS
persevered in delivering extensive education
programs, clinical initiatives, and marketing
activities, resulting in an impressive 30%
increase in installed devices YOY. This significant
growth in commercial users can be primarily
attributed to the successful assessment
and subsequent approval and adoption of
TruScreen conducted by Medsi Group, Russia’s
leading healthcare chain.
IMS is actively involved in collaborative project
with RAGIN (Russian Association for Genital
Infections and Neoplasia) to obtain Ministry
of Health recommendations for decision
makers regarding the development of national
cervical cancer screening guidelines in Russia.
This ongoing initiative holds significant value
as it aims to provide essential guidance to
policymakers, facilitating the establishment
of comprehensive and effective screening
protocols across the country. Through close
cooperation with RAGIN, IMS is dedicated to
positioning TruScreen to contribute to cervical
cancer prevention and early detection in
Russia.
Additionally, IMS successfully expanded to
Kazakhstan, establishing it as the base for
further expansion into Central Asian countries.
Kazakhstan, the 9th largest country globally,
with 9.7 million women spread across 2.7 million
square kilometres, presents a sizable market.
To accelerate screening programs in Russia
and neighbouring countries, IMS purchased
11 TruScreen devices and 6,120 SUS during the
year.
POLAND
TruScreen made significant progress in gaining
early market acceptance in Poland during the
2023 financial year. Notably, the TruScreen
device was awarded the prestigious Quality
and Innovation Mark by the Polish Medical
University of Lodz, highlighting its exceptional
quality and innovative features. Prof. Anna
Lipert from the university has published an
expert opinion on the featured benefits of
TruScreen technology, further increasing its
credibility.
TruScreen also received approval for inclusion
on the Ministry of Health’s Innovation Register
in Poland. This acknowledged TruScreen’s
advanced and valuable contribution to the
field of cervical cancer screening.
To facilitate early market access, TruScreen
initiated preliminary screenings in private
clinics within the region. This strategy allows
the introduction of TruScreen technology in
real-world settings, for broader adoption and
integration into the Polish healthcare system.
These early market initiatives demonstrate
TruScreen’s commitment to providing
innovative screening solutions and improving
women’s health in Poland.
OPERATIONS REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 12
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 13
In FY23 significant efforts were made to enhance
clinical data generation, improve publication
processes, and foster strategic partnerships.
TruScreen has developed efficient systems
to manage the Medical Advisory Committee
(MAC) and International Expert Group (IEG),
ensuring effective communication, decision-
making, and coordination among members.
Comprehensive plans have been developed
to align the activities and responsibilities of the
MAC and IEG with organisational objectives.
The partnership with the Royal Hospital for
Women in Sydney was re-energised through
a new clinical data collection aimed at
advancing TruScreen’s algorithm. The trial is
currently progressing, driving the algorithm’s
advancement. An extended arm of the clinical
evaluation is scheduled to be conducted in
Zimbabwe in FY24, expanding the demographic
diversity of test results and impact of the data.
TruScreen plans to implement the ‘One
Solution’ model, offering comprehensive care
interventions to centres and decision makers
through “identify, screen, and treat” programs.
This model will deliver comprehensive care
interventions, starting from the moment
patients enter the facility, allowing for seamless
screening, identification of HPV status, and
immediate on-site treatment, if needed, all
in a single visit. This integrated approach will
improve efficiency and outcomes of cervical
cancer prevention.
TruScreen’s technology has accomplished a
noteworthy achievement with the inclusion
in the Chinese Society for Colposcopy and
Cervical Pathology (CSCCP)’s China Cervical
Cancer Screening Management Guideline. The
inclusion in this national screening guideline,
announced during the annual CSCCP Congress
in May 2023, confirms TruScreen as a cutting-
edge cervical cancer screening method.
TruScreen has also actively engaged with
several global Non-Government Organisations.
Noteworthy collaborations include the pending
publication of a comprehensive summary of
the TruScreen Ultra
®
Device in an upcoming
Unitaid/Clinton Health Access publication.
These collaborations expand the reach and
impact of TruScreen’s technology.
Since the release of the WHO’s “Guideline for
screening and treatment of cervical pre-cancer
lesions for cervical cancer prevention, second
edition” in 2021
1
, cervical cancer screening
has rapidly evolved. TruScreen has been
guided by International Experts in refining its
strategic direction for data generation, cost-
effectiveness, and related Health Technology
Assessment. These insights play a crucial role in
shaping TruScreen’s market entries worldwide.
TruScreen has continued to deliver on-
demand training to its global markets. In
anticipation of increased demand for training
in FY24, the current training platform can
expand to enhance access to more certified,
verifiable medical information and to increase
participation in areas with lower utilisation.
TruScreen’s focus on enhancing clinical data
generation, improving publication processes,
and cultivating strategic partnerships,
positions the organisation at the forefront of
cervical cancer screening, with a commitment
to delivering comprehensive care interventions
and advancing global awareness and
adoption of its innovative technology.
MEDICAL AFFAIRS & MARKET ACCESS
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 13
1
https://www.who.int/publications/i/item/9789240030824
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 14
REGULATORY COMPLIANCE
TruScreen is in the process of transitioning its
documentation and regulatory procedures to
align with the new Medical Device Regulation
(MDR), which will be mandatory in May 2024.
To ensure compliance with EU and ISO
requirements and assess readiness for MDR
implementation, the company underwent three
external audits within FY23, with no instances
of non-conformance being identified.
For the 2023 year, the implementation costs
were $203,978 (2022: $170,464), cumulatively
$374,442. See Note 7 to the financial statements.
Additional costs will be incurred in the 2024
year for this one-off implementation cost.
The MDR replaces the current Medical Device
Directive (MDD) as the regulatory framework for
medical devices manufactured and/or sold in
the European Union. It will enhance the safety
and effectiveness of medical devices, improve
patient well-being, and promote increased
transparency and accountability within the
medical device industry. The MDR imposes
more stringent obligations on manufacturers,
including heightened requirements for clinical
evidence, stricter pre-market controls and
post-market surveillance, as well as new
regulations for economic operators such as
importers and distributors.
TruScreen has made excellent progress
in transitioning to MDR, and the formal
application process for MDR certification is now
underway. The company is actively engaged
in discussions with TUV SUD Singapore, the
notified body, to achieve MDR conformity
assessment by May 2024.
I am delighted to report on our progress
in FY23 and excited about the path ahead
for the TruScreen technology, delivering on
our vision to see the world without cervical
cancer. In FY24, we will continue to drive
toward this aim by doubling down on our
performance, reducing the cost of goods,
strengthening the relationships with
external global partners and diversifying
deliberately. I very much look forward to
reporting on our progress next year.
B Edling
Chief Executive Officer
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 14
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 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 FY2023 the
TruScreen team was 38% female, with 33% 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
Employees
Company Senior
Managers
Total
Organisation No.
Total
Organisation %
2023202220232022202320222023202220232022
Male3332238862%67%
Female1133105438%33%
To ta l4465331312100%100%
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 15
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 16
Directors’ Report
Your directors submit the annual financial report 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 2023.
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 Chairman of Remuneration and Nomination Committee
Appointed 4 October 2018
Qualifications: B.Com, CA, FAICD, FCG(CS), FGIA
Mr Ho is an experienced company director having held executive directorships and chief financial
officer roles with a number of ASX listed companies. Tony was executive director of Arthur Yates
& Co Limited, retiring from that position in April 2002. His corporate, general management and
governance experience includes being chief financial officer/finance director of M.S. McLeod
Holdings Limited, Galore Group Limited, the Edward H O’Brien group of companies.
Mr Ho is currently the chairman of ASX listed Bioxyne Limited (ASX: BXN) and Cannasouth Limited
(NZX: CBD). He was previously chairman of Greenland Minerals Limited, Esperance Minerals
Limited and Credit Intelligence Limited and a non-executive director Hastings Technology
Metals Limited. Tony was the past non-executive chairman of St. George Community Housing
Limited (November 2002 to December 2009) where he successfully grew the NGO to be one of
New South Wales leading community housing companies.
Prior to joining commerce, Mr Ho was a partner of Cox Johnston & Co, Chartered Accountants,
which has since merged with Ernst & Young. Mr Ho holds a Bachelor of Commerce degree
from the University of New South Wales and is a member of Chartered Accountants Australia
and New Zealand and a fellow of the Australian Institute of Company Directors, Chartered
Governance Institute (Company Secretary) and Governance Institute of Australia.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 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 in Australia and New Zealand.
Ms Juliet Hull
Non-Executive Director and member of the Remuneration and Nomination Committee
Appointed 10 September 2020
Qualifications: B.Nurse, MBA MGSM
Ms Hull was until January 2021 the NZ General Manager/Country Director of Johnson & Johnson
Medical (J & J), a director of the ANZ Johnson & Johnson Medical Executive Board, a director of MTANZ
(Medical Technology 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 acted as the interim CEO of Truscreen until October 2022.
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 was previously 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 2023 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.
SHARES
Director
Number of fully paid
ordinary shares
Number of fully paid
ordinary shares
20232022
Anthony Ho
5,820,000 3,700,000
Christopher Horn3,635,0532,050,000
Juliet Hull24,000 Nil
Dexter Cheung120,000 100,000
OPTIONS
DirectorNumber of optionsNumber of options
20232022
Anthony Ho -2,000,000
Christopher Horn-1,000,000
Juliet Hull1,000,0001,000,000
Dexter Cheung1,000,0001,000,000
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.
DIRECTORS’ REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 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 2023.
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 2023 is detailed in the
remuneration of directors and named executives section of this report on page 20.
DIRECTORS’ REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 20
REMUNERATION OF KEY MANAGEMENT AND PERSONNEL
Senior manager remuneration
Remuneration consists of fixed remuneration, no performance incentives were paid during the year.
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 2023
Short-term
Employee
Benefits
Post
Employment
Benefits
Share
Based
Payments
1
$
Salary & Fees
$
Superannuation
$
TOTAL
$
2023202320232023
Anthony Ho75,000-15,00090,000
Christopher Horn50,000-10,00060,000
Juliet Hull171,885--171,885
Dexter Cheung41,667-8,33350,000
Beata Edling107,99811,34054,873174,211
Edmond Capcelea219,48022,771-242,251
Guy Robertson103,709--103,709
769,73934,11188,206892,056
1
The Company has accrued $33,333 in the FY2023 in respect of share based payments due to
directors for shares in lieu of directors fees, which are yet to be issued.
Beata Edling Chief Executive Officer (CEO) was awarded $54,873 in shares on appointment. The
amount has been accrued as the shares have not yet been issued.
DIRECTORS’ REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 21
KEY MANAGEMENT PERSONNEL REMUNERATION FOR THE YEAR ENDED 31 MARCH 2022
Short-term
Employee
Benefits
Post
Employment
Benefits
Salary & Fees
$
Superannuation
$
Share
Based
Payments
$
TOTAL
$
2022202220222022
Anthony Ho90,000--90,000
Christopher Horn60,000--60,000
Juliet Hull254,486-32,750287,236
Dexter Cheung50,000-32,75082,750
Edmond Capcelea212,20020,9554,000237,155
Guy Robertson121,521--121,521
788,20720,95569,500878,662
Options held by Directors and Key Management Personnel
2,500,000 options were issued to directors and senior management during the 2022 financial 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 in previous periods with an exercise price of 15
cents which expired on 27 August 2022.
DIRECTORS’ REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 22
Employees Remuneration
Five employees of the Group, not being directors, during the period ended 31 March 2023, 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
$120,000 to $130,0001
$130,000 to $140,0001
$170,000 to $180,0001
$190,000 to $200,0001
$240,000 to $250,0001
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 Ho1010--11
Mr Christopher Horn101022--
Ms Juliet Hull1010--11
Mr Dexter Cheung101022--
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 2023.
Auditor’s remuneration – RSM Hayes Audit
Fees for the audit of the financial statements $81,800
End of Directors’ Report
On behalf of the Board as at 30 June 2023
Anthony Ho
Chairman
Christopher Horn
Director
DIRECTORS’ REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 23
Financial Statements
& Auditor’s Report
for the year ended 31 March 2023
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 Report55
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 23
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 24
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 31 March 2023
Note
2023
$
2022
$
Revenue from the sale of goods61,662,6191,678,465
Other income6540,016973,914
Purchases of inventory(1,202,628)(1,155,725)
Employee benefit expenses and directors’ fees7(876,849)(991,911)
Administration(415,296)(347,807)
Research and development expenses(864,074)(1,498,629)
Rent(60,959)(54,139)
Travel(62,544)(4,969)
Marketing & product approvals(722,256)(716,923)
Insurance(139,633)(116,191)
Shareholder relations & services(155,664)(117,877)
Amortisation & depreciation7-(592,715)
Write off of obsolete inventory-(181,217)
Provision for impairment plant and equipment13(49,700)(198,847)
Provision for impairment of intangible assets14-(4,423,287)
Share based payments(54,873)(144,813)
Loss before income tax(2,401,840)(7,892,672)
Income tax expense8--
Loss for the period(2,401,840)(7,892,672)
Other comprehensive income
Item that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign subsidiary
operations
1,736(166,281)
1,736(166,281)
Total comprehensive loss for the period (2,400,104)(8,058,953)
Basic and diluted loss per share (cents)18(0.66)(2.18)
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 25
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 31 March 2023
Note
2023
$
2022
$
CURRENT ASSETS
Cash and cash equivalents92,160,4682,797,004
Other receivables10336,700601,554
Trade receivables10170,311275,447
Goods and services tax recoverable33,90236,782
Inventories11563,441496,887
Other current assets – prepayments205,361179,270
TOTAL CURRENT ASSETS3,470,1834,386,944
NON-CURRENT ASSETS
Plant and equipment13--
Intangible assets14--
TOTAL NON-CURRENT ASSETS--
TOTAL ASSETS3,470,1834,386,944
CURRENT LIABILITIES
Trade and other payables15800,255807,374
Provision for employee benefits1688,547140,385
TOTAL CURRENT LIABILITIES888,802947,759
NON-CURRENT LIABILITIES
Provision for employee benefits1639,35744,134
TOTAL NON-CURRENT LIABILITIES39,35744,134
TOTAL LIABILITIES928,159991,893
NET ASSETS2,542,0243,395,051
EQUITY
Issued capital1736,097,12534,550,048
Share option reserve17144,813450,813
Foreign currency translation reserve20(379,108)(380,844)
Accumulated losses(33,320,806)(31,224,966)
Total Equity2,542,0243,395,051
On behalf of the Board as at 30 June 2023
Anthony Ho
Chairman
The accompanying notes form part of these financial statements.
Christopher Horn
Director
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 26
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
The accompanying notes form part of these financial statements.
for the year ended 31 March 2023
Note
Share
Capital
$
Accumulated
Losses
$
Foreign
Currency
Translation
Reserve
$
Option
Reserve
$
To ta l
$
Balance at 1 April 202234,550,048(31,224,966)(380,844)450,8133,395,051
Loss for the year to 31
March 2023
-(2,401,840)--(2,401,840)
Exchange differences
on translating foreign
subsidiary operations
20--1,736-1,736
Total comprehensive
income for the year
-(2,401,840)1,736-(2,400,104)
Transactions with owners, in their capacity as owners
Issue of shares1,613,273---1,613,273
Share issue costs(66,196)---(66,196)
Transfer to share based
payments
19-306,000-(306,000)-
Total transactions with
owners
1,547,077306,000-(306,000)1,547,077
Balance at 31 March 202336,097,125(33,320,806)(379,108)144,8132,542,024
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
-(7,892,672(166,281)-(8,058,953)
Transactions with owners, in their capacity as owners
Transfer to share based
payments
19---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
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 27
CONSOLIDATED STATEMENT
OF CASH FLOWS
for the year ended 31 March 2023
Note
2023
$
2022
$
CASH FLOW FROM OPERATING ACTIVITIES
Cash received from customers 1,790,5501,434,264
Cash paid to suppliers and employees including GST(4,483,553)(4,586,932)
Cash received from research and development tax offset1(f)6 2 7,9 8 2620,888
Government subsidies-123,535
Short-term lease payments not included in lease liability(131,619)(123,775)
Interest received2,854323
Net cash from operating activities21(2,193,786)(2,531,697)
CASH FLOW TO INVESTING ACTIVITIES
Purchase of plant and equipment(49,700)(2,662)
Net cash to investing activities(49,700)(2,662)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of shares171,613,273-
Share issue costs(66,196)-
Net cash from financing activities1,547,077-
Net decrease in cash and cash equivalents(696,409)(2,534,359)
Cash and cash equivalents at the beginning of the financial
year
2,797,0045,255,074
Effects of exchange rate changes on cash and cash
equivalents
59,87376,289
Cash and cash equivalents at the end of the financial year92,160,4682,797,004
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 28
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
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 2023 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 $2,401,840 (2022: $7,892,672). The results were after depreciation, provision for impairment
and amortisation of non-current assets of $49,700 (2022: $5,214,849).
• net cash outflows from operating and investing activities of $2,243,486 (2022: $2,534,359)
• cash at year end of $2,160,468 (2022: $2,797,004)
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 29
a. Going Concern (continued)
The Directors have undertaken a detailed cash flow forecast for the twelve months following the
date of approval of this report.
Given ongoing market uncertainty the Group will continue to maintain a tight cost base as it looks to
expand its business and markets. In addition, the Group is actively looking for a product or business
which will be earnings accretive and allow it to accelerate its path to achieving break-even and
positive cash flow. However the Group will in the next twelve months need to raise capital or identify
a transaction which will allow it to continue as a going concern.
The Board considers managing cash flow and working capital critical in successfully executing the
strategies to achieve the business model of the Group. The directors have confidence in the ability
to raise capital based on recent past experience.
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 cast significant doubt on the Groups 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.
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 11 July 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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 30
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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 31
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 commission paid to distributors and of the amount of goods and services
tax.
Revenue is derived from device sales and consumable single use sensors in the geographic regions
outlined in Note 5.
f. Other Income
The Research and Development tax offset is receivable from the Commonwealth Government
of Australia. Under the 43.5% refundable tax offset programme, 43.5% of eligible research and
development spending incurred by the Group is refundable by the Commonwealth Government.
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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 32
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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 33
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.
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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 34
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 are 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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 35
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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 36
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 intangibles were fully written off in the previous year.
Given the ongoing significant uncertainty associated with macro-economic events, the Directors
have determined that the intangibles should remain fully impaired as at 31 March 2023.
• 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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 37
• 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 and accounts
for the amount as a receivable at year end.
• Share based payments
The Directors valued share options issued to Directors and consultants during the previous 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, notwithstanding that there is no cost to the Group and no benefit to the option holders
during that year. This was a non-cash expense and had 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
2023
$
2022
$
Financial assets (held at amortised cost)
Cash and cash equivalents92,160,4682,797,004
Trade and other receivables
Trade receivables subject to credit risk10170,311275,447
Total financial assets at amortised cost2,330,7793,072,451
Financial liabilities (held at amortised cost)
Trade and other payables15800,255807,374
Total financial liabilities at amortised cost800,255807,374
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 38
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
2023
$
2022
$
2023
$
2022
$
USD800,3421,083,695249,460214,718
GBP 36,84030,8989, 0 8 3-
NZD
1
1,069,7561,876,487-9,554
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
2023
$
2022
$
USD55,08886,898
GBP 2,7763,090
NZD
1
(106,975)(186,393)
1 Exposure to NZD held in subsidiary where Australian dollars is the functional currency
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 39
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, to minimise exposure to interest rate risk, and to take into account its
cash flow requirements.
The Group is exposed to interest rate risk on cash flows through cash at bank which is earning
interest at a floating rate of:
• .06% to 3.1% of NZ$295,506 (2022: Nil% of NZ$56,140) on cash held in AUD.
• Nil% of NZ$1,197,556 (2022: Nil% of NZ$1,901,180) on cash held in NZD.
• Nil% of NZ$36,840 (2022: 0.50% of NZ$30,898) on cash held in GBP.
• Nil% of NZ$630,031 (2022: Nil% of NZ$808,248) on cash held in USD.
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
2023
$
2022
$
Cash at bank
S&P short term rating A-1+2,123,0932,765,568
S&P short term rating A-136,84030,898
92,159,9332,796,466
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 generally deals 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 2023
amounted to $170,311 (2022: $275,447) refer to Note 10.
Minimal credit risk arises from the other receivable – research and development grant being due
from the Australian Government.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 40
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 2023$$$$
Trade and other payables800,255800,255800,255-
Financial Liabilities
Carrying
amount
Total
contractual
cash flows
Not later
than three
months
Later than 3
months and
not later
than 1 year
Group 2022$$$$
Trade and other payables807,374807,374807,374-
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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 41
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
2023
$
2022
$
Information about products and services
Total Revenues from external customers 1,662,6191,678,465
Information about geographical areas
Foreign country:
Mexico59,536105,954
China1,140,2971,218,297
Russia122,80916,546
Vietnam78,97172,353
Zimbabwe247,077215,899
Eastern Europe5,31519,880
MENA (Middle East/North Africa)-12,986
Others8,61416,549
1,662,6191,678,465
The basis for attributing revenues from external customers to individual countries is the location of
the customer.
There are no non-current financial assets held by the Group in either financial year.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 42
The following customers contributed more than 10% of the Group’s revenue for the year ended 31
March 2023 and or 31 March 2022:
20232022
$%$%
China1,140,297691,218,29773
Zimbabwe247,07715215,89913
No additional disclosure is required in the financial statements as the Group has one reportable
segment.
NOTE 6. REVENUE
2023
$
2022
$
Sales revenue - sale of goods
1
Wholesalers/distributors1,415,5421,462,566
Direct to customer247,077215,899
1,662,6191,678,465
Other income
Research and development tax offset
2
- Current year345,901593,197
- Prior year adjustment31,14348,830
377,044 642,027
Interest received3,303372
Miscellaneous income3 9, 0 8 4-
Foreign exchange gain120,585103,348
Government assistance and grants-228,167
540,016973,914
1 For a geographical breakdown of revenues see Note 5. In general, 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).
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 43
NOTE 7. EXPENSES
Note
2023
$
2022
$
Loss before income tax includes the following specific
expenses:
Employee benefits expense
Wages and salaries556,663541,832
Staff superannuation – defined contribution plan
1
108,891116,288
Provision for annual leave(52,230)44,599
Provision for long service leave(4,586)6,867
Directors fees25250,000250,000
Other employee related18,11132,325
876,849991,911
Marketing and product approvals
Note
2023
$
2022
$
Medical Device Regulation costs203,978170,464
Marketing costs97,54787,058
Sales and distributor support costs420,731459,401
722,256716,923
Administration and other operating expenses include:
Note
2023
$
2022
$
Audit fees
Fees for audit of financial statements for the year ended
31 March – RSM Hayes Audit
81,80092,899
Total remuneration of auditors81,80092,899
Amortisation of intangible assets14-541,086
Depreciation of plant and equipment13-51,629
Total amortisation & depreciation-592,715
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
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 2023 l 44
NOTE 8. INCOME TAX EXPENSE
2023
$
2022
$
Loss for the year(2,401,840)(7,892,672)
Prima facie income tax saving using the New Zealand Company tax
rate 28% (2022 :28%)
672,5152,209,948
Impact of variation in foreign tax rates (25.0% for Aus.; 19% for UK)
(2022 : 26% for Aus.; 19% for UK)
(69,829)(234,730)
Expenses not deductible for tax in the current period:(180,223)(1,378,269)
Not recognised as a deferred tax asset(422,463)(596,949)
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.
2023
$
2022
$
Deductible/(non-deductible) temporary difference:
Foreign exchange losses173,222169,819
Other timing differences278,318320,186
451,540490,005
Unused tax losses15,088,74612,596,846
Total 15,540,28613,086,851
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
2023
$
2022
$
Cash on hand535538
Cash at bank2,159,9332,796,466
2,160,4682,797,004
Cash at bank is earning interest at a floating rate at the reporting date it ranged from 0% to 3.1%
(2022: 0% to 0.55%). Cash at bank is at call.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 45
NOTE 10. TRADE AND OTHER RECEIVABLES
CURRENT
2023
$
2022
$
Research and development tax offset336,700601,554
Trade receivables subject to credit risk170,311275,447
Less provision for uncollectible amounts--
170,311275,447
5 0 7, 0 1 1877,001
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
2023
1 – 60
days
$
90 – 180
days
$
Over 180
days
$
Total past
due
$
Within
terms
$
Trade receivables subject to
credit risk (prior to provision)
170,311--170,311-
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--56,516218,931
No collateral is held over trade receivables.
NOTE 11. INVENTORIES
2023
$
2022
$
Finished goods at cost168,055117,103
Work in progress395,386379,784
563,441496,887
The Group wrote off $181,217 relating to obsolete parts as it upgraded device design during the year
ended 31 March 2022.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 46
NOTE 12. INTERESTS IN SUBSIDIARIES
Subsidiaries are:
Name of Subsidiary
Principal Place of
Business
Ownership Interest held
by the group
20232022
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 2023 and 2022 TruScreen Ltd (UK) made no sales.
TruScreen S. de R.L. de C.V. is non-operating.
NOTE 13. PLANT AND EQUIPMENT
Note
2023
$
2022
$
Plant and equipment at cost 521,883476,891
Accumulated depreciation(276,071)(278,044)
Less provision for impairment(245,813)(198,847)
--
Movements in the carrying amount for each class of plant and equipment are as follows:
Note
2023
$
2022
$
Opening net book value-307,092
Additions49,7002,364
Depreciation charge7-(51,629)
Expensed to research and development-(55,478)
Provision for impairment(49,700)(198,847)
Foreign currency reserve movement-(3,504)
Closing net book value --
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 47
NOTE 14. INTANGIBLE ASSETS
Note
Intellectual
Property
$
Development
cost
$
To ta l
$
Opening 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
Net exchange differences arising on the
translation of the financial statements into the
presentation currency
(48,287)(19,313)(67,600)
Balance as at 31 March 20236,787,4312,714,6829,502,113
Accumulated Amortisation
Opening balance as at 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)
Amortisation recognised during the period---
Net exchange differences arising on the
translation of the financial statements into the
presentation currency
13,4715,24918,720
Balance 31 March 2023(1,893,570)(737,776)(2,631,346)
Impairment
Opening 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)
Net exchange differences arising on the
translation of the financial statements into the
presentation currency
34,81514,06448,879
Provision for impairment---
Balance impairment 31 March 2023(4,893,862)(1,976,906)(6,870,768)
Carrying amounts
Balance as at 31 March 20213,561,1621,440,1405,001,302
Balance as at 31 March 2022---
Balance as at 31 March 2023---
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 48
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.
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
12 years useful life remained on capitalised development costs.
The Directors undertook a comprehensive Impairment Review (“Review”) of the intangible assets
belonging to the Company as at 31 March 2022. This Review was 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.
While the Group has made good progress over the year to 31 March 2023, a number the risks assessed of
not meeting future device and SUS sales in the year ahead, being the ongoing Ukraine/Russia conflict,
high inflation and rising interest rates, remain.
Given the significant uncertainties outline above, the Directors have resolved to retain the full provision for
the carrying value of the intangible assets as at 31 March 2023.
In the event that the uncertainties referred to above are resolved, the Group achieves its 2024 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 2023 is $Nil (2022: $Nil).
NOTE 15. TRADE AND OTHER PAYABLES
CURRENT
2023
$
2022
$
Other payables and accruals800,255807,374
Other payables and accruals are interest free and payable generally on credit terms of 30 days from
receipt of goods or services.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 49
NOTE 16. EMPLOYEE LIABILITIES
CURRENT
2023
$
2022
$
Employee liabilities 88,547140,385
NON-CURRENT
Employee liabilities39,35744,134
127,904184,519
As the Group does not have an unconditional right to defer the settlement of current employee
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
2023
Number
2023
$
2022
Number
2022
$
Balance at beginning of the year of fully
paid ordinary shares
362,866,25334,550,048362,866,25334,550,048
Ordinary shares issued
Share issue - placement20,000,000600,000--
Share issue – rights issue33,775,7551,013,273--
Share issue costs-(66,196)--
Balance at 31 March416,642,00836,097,125362,866,25334,550,048
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:
The Company undertook a share placement and a rights issue during the year, issuing
53,775,755 shares at $0.03 per share to raise $1,613,273, before costs.
b. prior period:
No shares were issued in the prior period.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 50
b) Share Options
Group
2023
Number
2023
Share
Based
Payments
$
Weighted
Average
Exercise
Price
2022
Number
2022
Share
Based
Payments
$
Weighted
Average
Exercise
Price
Balance at beginning
of the year
14,000,000450,81312.5c17,777,363306,00013.9c
Options issued
1
--10.0c2,500,00069,50010.0c
Options issued
2
--10.0c2,500,00075,31310.0c
Options lapsed
3
(9,000,000)(306,000)(8,777,363)--
Balance at end of year5,000,000144,81310.0c14,000,000450,81312.5c
1 Options issued 29 December 2021 to directors and employee
2 Options issued 4 March 2022 to distributors
3 Options lapsed exercise price of 15 cents and expiry date 27 August 2022 and in the prior year 13 cents per share and expiry
date 12 July 2021.
NOTE 18. EARNINGS PER SHARE
20232022
Basic and Diluted loss per share:
Net loss attributable to shareholders(2,401,840)(7,892,672)
Weighted average number of ordinary shares on issue364,192,230362,866,253
Basic and diluted loss per share (cents) (based on weighted
average number of shares on issue)
(0.66)(2.18)
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 51
NOTE 19 SHARE BASED PAYMENTS
Options
A summary of the movements in share options issued to Directors, employees, consultants and
distributors are as follows:
2023202320222022
#$#$
Options on issue at start of period14,000,000450,8139,000,000306,000
Options issued
2
--5,000,000144,813
Options lapsed
1
(9,000,000)(306,000)--
Options on issue and exercisable at the
end of the period
5,000,000144,81314,000,000450,813
Of the options on issue, 5,000,000 had vested and were exercisable at 31 March 2023.
1
The options issued to Directors and senior managers as approved by shareholders on 27 August 2019, having not been exercised, lapsed
during the year.
2
Of these options, 2,500,000 were issued to Directors and senior managers in the prior year, approved by shareholders on 7 September
2021, were 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 prior 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 prior 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.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 52
NOTE 21. CASH FLOW INFORMATION
2023
$
2022
$
Reconciliation of cash flow from operations with loss after income tax
Loss for the period(2,401,840) (7,892,672)
Adjusted for:
Depreciation and amortisation-592,715
Impairment of non-current assets49,7004,622,134
Share based payment expense54,873144,813
Unrealised exchange difference arising from translating loss items
at the date of transaction
(113,010)(146,358)
Operating cash flows before working capital changes(2,410,277)(2,679,368)
Decrease/(Increase) in trade and other receivables105,137(275,447)
Decrease in goods and services taxes recoverable2,8807,445
Increase in prepayments(26,092)(73,339)
(Increase)/decrease in inventory(66,553)235,687
Decrease/(Increase) in research and development tax offset264,854(43,069)
Decrease/(Increase) in trade and other payables(7,120)354,881
Decrease in employee liabilities(56,615)(58,487)
Net cash to operating activities(2,193,786)(2,531,697)
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:
Related party transactions during the year comprised the payment of directors fees in the amount
of $216,667, an accrual of $33,333 being remuneration to be issued in shares, and short-term benefits
of $121,885 paid by Truscreen Pty Ltd to the interim CEO (2022: $204,486). See note 25 below.
In addition the Company paid a capital raising fee to Mr Kevin Ho, a relative of director Anthony Ho,
in the amount of $11,763.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 53
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 2023. As the Company’s operations are in
Sydney Australia, the Company was not impacted by the effects of Cyclone Gabrielle in 2023.
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:
2023
$
2022
$
Short-term employment benefits – Directors fees
1
216,667250,000
Directors’ fees accrued to be settled by the issue of shares
1
33,333-
Short-term employment benefits – Director’s consulting fees
2
121,885204,486
Directors share based payments-65,500
Other key management personnel
3
Short-term employee benefits – Salary431,187333,721
Post-employment benefits – Superannuation34,11120,955
Share based payments54,8734,000
Total employment benefits520,171358,676
Tota l892,056878,662
1
Directors’ fees to the directors of the parent entity as follows:
Director
2023
$
2022
$
Anthony Ho90,00090,000
Christopher Horn60,00060,000
Juliet Hull50,00050,000
Dexter Cheung50,00050,000
250,000250,000
The directors’ fees for 2023 include an amount of $33,333 in share based payments which has been
accrued but yet to be settled through the issue of shares.
2
Short-term benefits in the current year of $121,885 were paid by Truscreen Pty Ltd to the interim CEO
(2022: $204,486).
3
A further $38,960 (2022: $38,556) was paid to a company controlled by the Company Secretary, for
accounting services.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 54
NOTE 26. LICENCE COMMITMENTS
The Group has licence and service fee commitments in the amount of $109,129 (2022: $73,618) for
premises which expires on 20 December 2023. However, this arrangement may be cancelled by
either party with three months’ notice.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2023
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 2023;
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 54 present fairly, in all material respects,
the financial position of the group as at 31 March 2023, 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 need to achieve
forecast revenue growth and maintain its cost base and obtain additional funding (via capital raising or an
alternative transaction) 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.
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.
Revenue recognition
Why we considered this to be a key audit matter
Revenue is earned primarily from the sale of goods
to customers in overseas jurisdictions as detailed in
Note 6. With significant sales to customers located
overseas and with a long lead time to delivery around
year-end, there is a risk of recognition in the incorrect
period or at an incorrect amount.
As described in Note 1e to the financial statements,
the group’s revenue is recognised at a point in time
when control of the goods has transferred to the
customer, in accordance with the requirements of NZ
IFRS 15 Revenue from Contracts with Customers.
We consider revenue recognition to be a key audit
matter due to the potential for significant sales to
overseas distributors with a long lead time to delivery
around year-end to be incorrectly recorded.
How our audit addressed this key audit matter
We performed testing on a sample basis to ensure
that revenue had been recognised when the control
of the product sold had been transferred to the
purchaser, relative to the terms of trade, shipping
and invoicing terms of the respective customers.
We also ensured that the expectation of the
recoverability of the revenue appeared appropriate
given the nature and jursidiction of the customers.
We further considered the terms of the related
contracts with distributors and direct customers to
evaluate the treatment of discounts provided and
understand the extent of any related warranty
obligations.
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
$336,700 at 31 March 2023 for the year’s research and
development tax offset based on expenses incurred
during the financial year, as detailed in note 1f.
This receivable is based on an estimated calculation
for the year to 31 March 2023, derived from the
underlying accounting records. The company engages
an expert to prepare the claim and related
documentation, based on information provided by
management.
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
specialist 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 evaluated the competencies and
objectivity of management’s external R&D
advisor.
We performed our tests of detail on the
underlying records which included evaluating
a sample of supporting documentation for
employee and supplier costs included within
the group’s 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 59 to 68 (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.
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 2023
Auckland
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 59
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 2023.
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 FY2023 Annual report and Corporate Governance statement
aligns to reflect the change to Foreign Exempt Listing status on the ASX.
The Company’s constitution, the Board and Committee Charters, codes and policies referred to
in this section are available on request or can be viewed on our website at www.truscreen.com.
Governance
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 60
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 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 2023 there were 4 Directors on the board. All
Directors act in a non-executive role. The Constitution provides for the Directors annually to elect
one of their number as Chairperson of the Board.
A biography of each Board member is set out separately in the Directors Report section of the
annual report and on the website.
The board also regularly reviews its composition to ensure it has the right skill set and composition
to maximise the Company’s performance, opportunities and strategic direction. The board has a
procedure for assessing director performance annually.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 61
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
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 was previously 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.
GOVERNANCE PRINCIPLES AND GUIDELINES
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 62
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.
GOVERNANCE PRINCIPLES AND GUIDELINES
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 63
Remuneration and Nomination Committee
The Remuneration and Nomination Committee comprises of Anthony Ho (chair) and Juliet Hull. 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 regarding 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 2023.
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 2023.
The Audit, Finance & Risk Committee also communicate with the Company’s external auditors as
and when deemed necessary by the Committee.
GOVERNANCE PRINCIPLES AND GUIDELINES
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 64
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 2023 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.
GOVERNANCE PRINCIPLES AND GUIDELINES
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 65
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.
GOVERNANCE PRINCIPLES AND GUIDELINES
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 66
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
ratification of their appointment by the shareholders will be sought at the next Annual General
Meeting in accordance with the provisions of the Companies Act 1993 (Act).
RSM will be invited to attend this year’s annual meeting and will be available to answer questions
about the conduct of their audit, 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 ensures 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;
• announcements through a range of social media platforms.
The Company ensures timely circulation of notices on annual or general meetings.
An updated view of the Company’s strategic direction is a key presentation at the annual general
meeting to encourage shareholder understanding of, and support of, the Company’s strategies and
goals.
The Company ensures that its shareholders are considered when seeking additional equity capital.
GOVERNANCE PRINCIPLES AND GUIDELINES
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 67
Investor NameUnits% Issued Capital
New Zealand Depository Nominee44,911,30210.78%
Consolidated Nominees Pty Ltd29,539,9007.09%
New Zealand Central Securities Depository Limited20,597,0384.94%
Masfen Securities Limited18,832,9784.52%
Ryan Peter Parkin12,800,0003.07%
Albert Nominees Limited11,000,0002.64%
Consolidated Nominees Pty Ltd10,062,5002.42%
Idl Trustee Limited9,534,9142.29%
Kevin Ho & Vikki Ho7,303,4091.75%
Lah Investment Co Pty Limited6,618,6601.59%
Melda Super Pty Ltd6,000,0001.44%
Custodial Services Limited5,523,3281.33%
Anthony Peng Ho & Chui Hoong Ho5,340,0001.28%
Forsyth Barr Custodians Limited4,502,6101.08%
Paul Vincent Gallagher4,450,0001.07%
David Russell Stewart & Adrienne Ruth Stewart4,175,8001.00%
Christopher & Marilyn Horn3,635,0530.87%
Caroline Robyn Ball & Christopher John Thomson Bush3,478,6810.83%
Forsyth Barr Custodians Limited2,517,9370.60%
Peng Cheong Ho2,474,2880.59%
ISSUED CAPITAL AS AT 2 JUNE 2023
TRU416,642,008
Current Holders2020
INVESTOR RANGES AS AT 2 JUNE 2023
RangeHolders Number%
1-10003915,4580.00%
1001-5000260931,3540.22%
5001-100003492,893,7810.69%
10001-5000072418,389,7774.41%
50001-10000022116,940,9014.07%
Greater than 100000427377,470,73790.60%
2020416,642,008100.00%
INVESTORS DOMICILE AS AT 2 JUNE 2023
Holders
New Zealand1321
Australia690
Rest of World9
Issued Capital
New Zealand309,547,681
Australia103,514,039
Rest of World3,580,288
The Group had 843 unmarketable parcels as at 2 June 2023.
As at 2 June 2023 the Group had 5,000,00 unlisted options on is-
sue (11 holders) exerciseable at NZ$0.10 per share with expiry date
of 7 September 2024.
TOP TWENTY SHAREHOLDERS AS AT 2 JUNE 2023
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 67
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2023 l 68
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
A better
future for
women’s
health
starts here.
truscreen.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.