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Truscreen Annual Report 31 March 2024

Annual Report4 July 2024TRUIndustrials

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 1
Annual Report 2024

TruScreen Group Limited

a better future

for women’s heath

starts here

Corporate Directory
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

Martin Dillon

Chief Executive Officer

Dr Jerry Tan

General Manager Commercial

Edmond Capcelea

Chief Technology Officer

Guy Robertson

Chief Financial Officer

REGISTERED OFFICE

C/- HLB Mann Judd Limited,

Level 6, Equitable House

57 Symonds Street, Grafton,

Auckland, New Zealand

NZX Code : TRU.NZX

ASX Code : TRU.AX

AUDITOR

RSM Hayes Audit

Level 1, 1 Broadway

Newmarket

Auckland 1023

New Zealand

SHARE REGISTRAR

MUFG Pension & 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

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 2024 l 2

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 3
Table of Contents

Chairman’s Letter4

Operations Report7

Directors’ Report19

Financial Statements26

Independent Auditor’s Report52

Governance56

Shareholder Information

65

A better

future for

women’s

health

starts here.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 4
Chairman’s Letter

Dear fellow shareholders,

Financial year 2024 was a watershed year for our company. The years of clinical

trials and evaluations culminated in national recognition of TruScreen device in

China, Vietnam and Mexico. There were five significant milestones that will drive

TruScreen’s commercialisation journey for FY2025 and beyond.

They were,

9The endorsement by Chinese Obstetricians

and Gynecologists Association (COGA)

to include TruScreen technology in their

Blue Paper guideline for the screening of

cervical cancer in China.

9The inclusion of TruScreen technology

by the Chinese Society for Colposcopy

and Cervical Pathology (CSCCP) in their

national guideline for the screening of

cervical cancer for their members in China.

9The inclusion of TruScreen technology

in the National Technical List of the

Vietnamese Ministry of Health.

9Approval by Mexico’s regulator, Cofepris

for the use of TruScreen devices in the

public health sector.

9Health insurance reimbursement

approved by four major private health

insurance companies in Saudi Arabia.

It is pleasing to report that the growing

recognition by medical institutions across

a broad range of markets has accelerated

revenue growth in FY2024. TruScreen also

improved on all operating metrics in FY2024

over FY2023.

A key market access initiative in FY2024 was

the completion of a heath economics study in

several countries that TruScreen is in use. The

study quantifies the public health benefits of

our AI enabled opto-electrical technology-

based real time, low-cost portable system,

in reducing public health costs to the

country. The model assists our distributors

to demonstrate to regulators, the public

health benefits for an active cervical cancer

screening program.

Ongoing clinical validation of the TruScreen

cervical cancer screening device has

continued to demonstrate superior sensitivity

and specificity in comparison to screening

using LBC and HPV/DNA testing.

We continue with the strategy of seeding

new markets to provide a pipeline of revenue

growth for the medium term. Potential

new markets include Kenya, Uzbekistan,

Kazakhstan, Kyrgyzstan, Armenia, Belarus,

Indonesia and other south-east Asian

countries. The portability of TruScreen devices

for primary cervical cancer screening, without

the requirement for laboratory infrastructure,

offers significant advantages in these markets.

Our improved FY2024 sales results were

again driven by China which achieved

45% YOY growth. With the recent launch of

TruScreen into the public Heath Check clinics

and initiatives into additional provinces, like

Jiangsu province (85 million people), we are

confident of further growth in the year ahead.

The marketing benefits of our “made in China”

devices, have also secured sales to public

hospitals.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 5
Chairman’s Letter

On behalf of the board, I

thank our Team TruScreen, our

shareholders, global distributors,

suppliers, medical advisory and

international expert groups, for

their support as we continue our

journey to make a difference to

the elimination of cervical cancer

by the end of the century.

We congratulate our China distributor, Beijing

Siweixiangtai Tech Ltd. Co (SWXT) on their

performance and ongoing commitment to

TruScreen.

All distributors have made significant progress

in their markets as outlined in the operations

report below, and we are well positioned for

FY2025.

Reiterating, our TruScreen revenue model is to

achieve recurring revenue from the sale of the

consumable Single Use Sensor (SUS) for each

screening test. The consumption of SUS is a

function of the critical mass of installed and

in use of our TruScreen screening devices.

The pull through impact of SUS usage saw

a higher rate of sales growth than devices.

The focus of our distributors is the SUS pull

through from each installed screening device.

TruScreen welcomed back Mr. Martin Dillion

as CEO in March 2024 (previously CEO from

2014 to 2019). Martin previously established

our global distribution network, launched

the TruScreen Ultra2 device, knows the

technology and our markets, and is well

known to most of our distributors.

With the support of existing and new

shareholders, we raised approximately $2.65

million of growth capital, during the year,

to fund our market expansion. We issued

132,565,777 shares at NZ$0.02 per share. The

focus remains firmly on achieving positive

cashflow towards the latter part of FY2025.

We will also continue to seek business

opportunities that add value for shareholders.

The acorn that we planted in 2014 is well and

truly growing to be an eventual oak tree.

Anthony Ho

Non-Executive Independent Chairman

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 6
Financial Results

NZ DollarsFY24FY23FY24/FY23

Sales2,107,8391,662,61926.8%

Revenue2,604,8842,202,63518.3%

Net Loss(2,050,533)(2,401,840)14.6%

Cash outflow from operating activities(2,033,174)(2,193,786)7. 3 %

Cash and cash equivalents2,728,0362,160,46826.3%

Directors and Management

Anthony Ho

Non-Executive

Independent

Chairman

Christopher Horn

Non-Executive

Independent Director

Juliet Hull

Non-Executive

Director

Guy Robertson

Chief Financial

Officer

Dr. Dexter Cheung

Non-Executive

Independent Director

Martin Dillon

Chief Executive

Officer

Dr. Jerry Tan

General Manager

Commercial

Edmond Capcelea

Chief Technology

Officer

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 7
2024 HIGHLIGHTS

Operations Report

SUS unit

sales up 25%

on prior year

Major breakthrough

in China with two

peak organisations

included TruScreen in

their cervical cancer

screening guidelines

Commercial

operations

commenced in

Saudi Arabia and

further progress

in Zimbabwe

Achieved

inclusion on

the Vietnamese

Ministry Of Health

(MOH) approved

Technical List

National regulator

in Mexico, Cofepris,

approved TruScreen

for use in the public

health sector

Developing

new market

opportunities

in Uzbekistan,

Indonesia, and

Africa

Successful

capital raise and

appointment

of new Chief

Executive Officer

Sales up by 27%,

led by SUS

consumable sales

increase of 25%.

Received the New

and Innovative

Technology Award

from the Mother

and Child Institute,

Poland

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 8
China, with its large population (including

over 470 million screening aged women*),

growing middle class, key opinion leaders

endorsement and government focus on

women’s health continues to be TruScreen’s

major market. China is the prime focus of the

company’s commercial and clinical activities.

China has two key professional bodies that

guide medical practitioners and opinion

for the screening and treatment of cervical

cancer. They are the Chinese Obstetricians

and Gynecologists Association (COGA) and

the Chinese Society for Colposcopy and

Cervical Pathology (CSCCP). During the year

both bodies published guidelines endorsing

TruScreen technology to their members for

the screening of cervical cancer.

TruScreen was recognised in a COGA Blue

Paper titled “Cervical Cancer Three Stage

Standardized Prevent and Treatment. Blue

Papers are the definitive position on leading

edge developments in all industries in China

and are recognised as an endorsement by

the relevant peak body for adoption by its

members.

The Blue Paper culminated from four years of

research and collaboration by many experts

in gynecology, including a number of leaders

in the field, among them the past Chairman of

The Chinese Obstetricians and Gynecologists

Association (COGA ) Professor Lang Jinhe, the

newly appointed COGA Chairman Professor

Di Wen, Chinese Society for Colposcopy and

Cervical Pathology (CSCCP) Chairwomen

Professor Wei Lihui, the head of Women and

Children’s Health Division of National Health

Commission Xu Xiaochao, Secretary General of

China Preventive Healthcare Association Zhang

Lingli. The Blue Paper presents a consensus

on the most successful and innovative

technologies and methods to eradicate

cervical cancer in China, in line with the World

Health Organisation (WHO) strategy.

The Blue Paper highlighted TruScreen in a

section “Artificial Intelligence Technology

For Cervical Cancer Screening”, describing

its origin, substantial clinical trials, and the

benefits of using TruScreen as a standalone

primary cervical cancer screening method,

which has demonstrated superior sensitivity

and specificity in comparison to screening of

LBC and HPV/DNA.

TruScreen technology was also endorsed

in the CSCCP’s China Cervical Cancer

Screening Management Guideline, one of

the most important specialist medical clinical

guidelines for the management of cervical

cancer.

CSCCP’s new Guideline emphasized the role

of new technology in a booming Chinese

healthcare sector. The Guideline was based

on extensive evidence supporting TruScreen

clinical use world-wide and consultations

with healthcare practitioners.

CSCCP is a member of IFCPC (The

International Federation of Cervical

Pathology and Colposcopy) which is

dedicated to reducing cervical cancer

worldwide. The CSCCP guideline is the

clinical standard for doctors and healthcare

providers and government bodies.

TruScreen’s distributor Beijing Siweixiangtai

Tech Ltd. Co (SWXT) conducted a marketing

campaign for the inclusion of TruScreen in the

CSCCP guidelines with sponsorship of their

annual conference held in Tianjin on 10 to 12

May 2024. The conference was attended by

1,000 gynecologists from the country.

The Company believes that this recognition

by these peak bodies has and will further

accelerate Truscreen’s growth in China.

COMMERCIALISATION

CHINA

OPERATIONS REPORT

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 9
*women aged between 15 and 64 (CIA World Factbook)

OPERATIONS REPORT

VIETNAM

SWXT also commenced a major initiative

in Jiangsu province, Eastern China with a

population of 85 million people. TruScreen

has installed and trained clinicians in the

Affiliated Hospital of Nantong University, a

major hospital in North Jiangsu. The hospital’s

head of Obstetrics and Gynecology is a key

opinion leader in this region. We expect

this hospital to be a major user of TruScreen

technology.

Installation of TruScreen has commenced into

the first four targeted Health Check clinics

located in major hospitals across China.

These clinics are intended to be the first point

of contact for patients of screening age in

China.

Capitalising on the key COGA and CSCCP

endorsements and our Made in China status

of our Osler version of the TruScreen device,

our China business grew by 45% year on year.

This growth was underpinned by 10 hospital

tenders won by distributor SWXT, 25 hospitals

where TruScreen has been approved and

waiting for tender outcomes, and 72 hospitals

where Obstetric and Gynecologic Department

acceptance have been received and are

waiting for the next stage of hospital approval.

The pipeline of installations detailed above and

the increasing consumable use per TruScreen

device in China have laid a platform for

continued growth for the 2025 financial year.

During the year TruScreen was included on

the Vietnamese Ministry Of Health (MOH)

approved Technical List. This is a significant

milestone enabling TruScreen to be used

nationally from top level hospitals to

community health centers. The MOH listing

was based on extensive clinical evidence

and positive feedback from local users at

several levels of the public healthcare system,

including Key Opinion Leaders from the

leading Hanoi Obstetrics and Gynecology

Hospital.

Changes were also announced to the

medical device procurement regulations in

Vietnam which remove the need for individual

hospitals to seek prior central MOH approval

for purchase. This dramatically shortens

the medical device procurement process in

Vietnam.

Our Vietnam distributor, Gorton Health

Services (GHS), has deployed additional sales

personnel to market TruScreen to major MOH

hospitals, private clinics, and army hospitals in

Vietnam. GHS has presented TruScreen at the

Vietnam National Gynecologic Conference.

We expect Vietnam to become TruScreen’s

next major market after China, with installation

into the first target hospitals to commence

mid-2024, with a projected peak installation

into hospitals in 2025.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 10
TruScreen, is launching into Indonesia, which

has a screening population of over 90 million

women*. Our Indonesian agent, PT Mursmedic.

has commenced the product registration for

TruScreen. A key reference site in Jakarta has

been identified and installation will happen

when product registration is completed.

TruScreen is in negotiations with an

experienced distributor, in Singapore, to

commercialise our cervical cancer screening

system in Singapore, Thailand, and Malaysia,

with future expansion into other ASEAN

nations.

INDONESIA AND SOUTH EAST ASIA

OPERATIONS REPORT

Cervical cancer remains a significant health

risk to Zimbabwean women. With limited

pathology services and no nationwide recall

system for follow-up appointments, traditional

screening methods such as cytology are not

suitable for their population. TruScreen, which

enable a ‘see and treat’ screening service, is

ideally suited to fill the gap in Zimbabwe’s

women healthcare system.

In 2022 TruScreen commenced a government

led initiative in Masvingo province to screen

10,500 women in 16 locations. This program,

managed by the Zimbabwe National AIDS

Council (NAC) and the Ministry of Health and

Childcare has now screened over 14,000

women, and in November 2023 the program

was again expanded and a further 10,800

disposable TruScreen Single Use Sensors

(SUS) were shipped to Zimbabwe. TruScreen

expects the program to expand beyond the

Masvingo province in 2024/2025.

With Zimbabwe as an example of TruScreen’s

effectiveness as a solution to the screening

of women in remote communities, TruScreen

continues to discuss the screening of women in

rural and regional Kenya with the International

Cancer Institute (ICI). We are currently

registering our product in Kenya through

our logistics partner, Phillips Pharma, one of

the leading medical products distributors in

Sub Saharan Africa. Phillips Pharma support

many of the major multinational Pharma

and Medical Device companies, as well as

Government and NGO clients. Leveraging our

proven capability as a screening solution for

women in Zimbabwe, TruScreen plans to work

with Phillips Pharma initially in Kenya, and

then to expand to other countries within their

distribution network, being Nigeria, Uganda,

Ghana and Tanzania.

AFRICA – ZIMBABWE & KENYA

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 11
The Dr Sulaiman Al-Habib Medical Group

(DSAMG), the largest private medical

clinic and service provider in Saudi Arabia

completed clinical evaluation of TruScreen

in late FY 2023. In FY 2024 it has installed

four TruScreen devices for commercial use

for the screening of cervical cancer in Saudi

Arabia. DSAMG is the largest private hospital

network in the Middle East. The adoption of

TruScreen’s screening technology by DSAMG

private hospitals is an important reference

site for further market access in neighbouring

Middle Eastern nations.

Following this success in the private health

system, including gaining private health

insurance reimbursement, our distributor

Bettalife is working to have TruScreen

accepted into the public healthcare

system. TruScreen is being considered as a

component, alongside other technologies

for the National Screening solution for the

7 million women under public health care in

Saudi Arabia.

SAUDI ARABIA

OPERATIONS REPORT

Mexico has approximately 65 million women

of screening age, and Cervical cancer is

the second most prevalent cancer amongst

women. HPVcentre.net estimates that 9,400

women are diagnosed annually with cervical

cancer with a very high mortality rate of 46%

- 4,300 deaths.

For many years TruScreen was only selling to

the private health system, but in FY2024 the

national regulator, Cofepris has approved

TruScreen for use in the public health sector.

This allows TruScreen to expand its cervical

cancer screening across the private health

clinics and to the wider public health sector.

A 2020 census identified that only 2.3% of

the population have private healthcare

while 70.9% of the population accessed the

public health system. The approval from

Cofepris will enable our distributor in Mexico,

Sunbird S.A de C.V., to capitalise on their work

with key opinion leaders in Mexico to target

the large public health market. Sunbird will

focus initially on the public health sector of

capital city region, Ciudad de Mexico, which

has a population of approximately 10 million

people*. Mexico has recently elected its first

female President.

MEXICO

*women aged between 15 and 64 (CIA World Factbook)

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 12
TruScreen’s distributor in Russia, IntelMed

Systems JSC (IMS), has expanded its

marketing activity to include territories of

Kazakhstan, Kyrgyzstan, Armenia and Belarus.

This expansion in commercial scope follows

the adoption of TruScreen by Medsi Group,

Russia’s leading healthcare chain.

In Uzbekistan, a country with over 11 million

women of screening age*, the Ministry

of Health is considering TruScreen as a

technology partner to deliver a component

of the Uzbekistan National Screening Solution

for cervical cancer. This program is a first for

Uzbekistan and being selected would be a

transformative opportunity for TruScreen.

Uzbekistan is also a major healthcare

reference site for neighboring Central Asian

nations.

RUSSIA AND CENTRAL ASIA

OPERATIONS REPORT

TruScreen’s commercialization program in

Eastern Europe is focused on Poland, Serbia

and North Macedonia. Poland continues

to face significant challenges with cervical

cancer. During the year, TruScreen was

awarded the prestigious New and Innovative

Technology by the Mother and Child Institute.

TruScreen, in co-operation with the Mother

and Child Institute and private and public

hospitals has identified and shipped devices

and SUS for use in the first hospital chain to

switch from LBC to TruScreen. TruScreen will

shortly commence the hospital validation

phase in this hospital chain and further

commercial sales are expected on successful

completion of this evaluation.

In North Macedonia TruScreen is being

evaluated by a private medical clinic. When

successful, TruScreen will replace Pap Smear

in the clinic, which will then serve as a reference

site for demonstration and training for future

healthcare practitioners in southeastern

Europe. This partnership marks a significant

milestone as it would be TruScreen’s first

partner who is both a distributor and a key

reference center.

EASTERN EUROPE

*women aged between 15 and 64 (CIA World Factbook)

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 13
MEDICAL AFFAIRS AND MARKET ACCESS

OPERATIONS REPORT

In FY2024, TruScreen made significant

progress in enhancing clinical data

generation, improving publication processes,

and cultivating strategic partnerships with

organizations at the forefront of cervical

cancer screening. New clinical trials results

from Saudi Arabia and Chinese COGA trial

have been finalized and are scheduled to be

published in FY2025.

TruScreen hosted its Second Annual Virtual

Symposium during the year, attracting

numerous registrants, with notable

participation from Saudi Arabia, Mexico,

Russia and Serbia. The symposium featured a

range of presentations, including new clinical

trial data. The event was chaired by Professor

Michael Campion, Director of the Pre-invasive

Unit at the Gynecological Cancer Center,

Royal Hospital for Women, Sydney, Australia.

The discussion panel included two members

of TruScreen’s International Experts Group.

The symposium offered live audio and subtitle

translation in 54 languages. The event was

very well received by attendees, increasing

Key Opinion Leader (KOL) awareness and

education on clinical data, and creating

networking opportunities between healthcare

professionals, researchers, and company

representatives.

The company works with the Medical Advisory

Committee (MAC) and International Expert

Group (IEG), ensuring effective communication,

decision-making, and coordination among

members. Comprehensive plans were created

to align the activities and responsibilities

of the MAC and IEG with organisational

objectives. These include the finalisation of

updated screening guidelines and screen

and treat recommendations to be finalized in

FY2025.

New partnerships with African markets

are developed to continue clinical data

collections to enhance the TruScreen

algorithm. These innovations will improve

sensitivity and specificity performance,

broadening the demographic diversity of test

results. The impact of the data will contribute

to segmenting classification of lesions into

subcategories.

A Health Technology Assessment of TruScreen

was completed by global market access

agency, Eversana, with the support of local

Key Opinion Leaders via a cost-of-illness

model. The models for Zimbabwe, Mexico

and Poland were delivered and a Chinese

model is being developed. These cost of

illness models will improve our position in all

markets by demonstrating the economic

and human benefits of using TruScreen for

the primary screening of cervical cancer.

They demonstrate that the use of TruScreen

at scale will achieve cost-savings and a

reduction in mortality from cervical cancer

within 10 years. TruScreen will use this data

to engage with governments, healthcare

decision makers and non-government

organizations to discuss reimbursements of

TruScreen in several countries.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 14
CLINICAL RESULTS PUBLICATIONS

OPERATIONS REPORT

Ye a rCountryInvestigatorNo. of patientsResults (sensitivities, specificity)

1. 2024China

1

Dr Yang Yueming489

TS: 76.2%, 72.2%;

LBC: 48.5%, 94.8%;

HPV: 93.9%, 34.7%

2. 2023China

2

Dr Liu Hang997

TS: 88.24%, 58.76%;

LBC: 47.06, 70.1%;

HPV: 94.12%, 36.08%

3. 2023China

3

Dr Luo Lianmei318

TS: 85.92%, 38.46%;

LBC: 16.9%, 92.31%

4. 2022China

4

Dr Chen Zhenbo476

TS: 73.18%, 84.52%;

LBC: 62.69%, 90.46%

5. 2022China

5

Dr Zhu Bo283

TS: 71.8%, 72.6%;

Colposcopy: 69%, 62.3%

6. 2022China

6

Dr Zhao Yuqian1319

TS: 87.2%, 70.5%;

LBC: 73.9%, 43.4%;

HPV: 92.3%, 17%

7. 2022Australia

7

Dr Jessica Vet506

TS: 72%, 71%;

LBC: 81%, 95%;

HPV: 88%, 76%

8. 2021China

8

Dr Wei Yingting458

TS: 83.78%, 78.86%;

LBC: 72.97%, 55.58%;

HPV: 89.19%, 50.59%

9. 2021China

9

Prof Chen Fei974

TS: 90.9%, 75.5%;

LBC: 82.5%, 44%;

HPV: 98%, 10.2%

10. 2020China

10

Dr Huang Yi683

TS: 75%, 85.8%;

LBC: 39.58%, 45.98%

1. Yang Y, et al. Optimal Screening and Detection Strategies for Cervical Lesions: A Retrospective Study. Journal of Cancer 2024, Vol. 15

2. Liu, H et al. Study on the role of TruScreen Screening Technology in Cervical Cancer Screening. Reproductive Medicine Journal

August 2023 Vol 32, No 8

3. Luo, L et al. The Value of TruScreen (An Artificial Intelligence Cervical Cancer Screening System) in High-Risk HPV Positive Patients.

Clin. Exp. Obstet. Gynecol. 2023; 50(10): 206

4. Chen, Z et al. The clinical value of TruScreen in cervical cancer screening. Shangdong Med 2022 Vol 6 No 22

5. Zhu B et al. A comparative study of photoelectric screening system Truscreen and colposcopy in cervical lesions screening. CHINESE

JOURNAL OF FAMILY PLANNING & GYNECOTOKOLOGY Volume 14 Number 11 2022

6. Zhao, Y et al. Accuracy of TruScreen in the Early Diagnosis of Cervical Precancerous Lesions in Outpatients in Sichuan Province. J

Cancer Control Treat. February 2022, Vol. 35, No. 2

7. Vet, J et al. APerformance Evaluation of an Optoelectronic Cervical Screening Device in Comparison to Cytology and HPV DNA

Testing. Eur. J. Gynaecol. Oncol. 2022; 43(2): 213–218

8. Y. Wei, W. Wang, M. Cheng et al., Clinical evaluation of a real-time optoelectronic device in cervical cancer screening, European

Journal of Obstetrics & Gynecology and Reproductive Biology

9. Chen, F et al. Clinical value of TruScreen in early diagnosis of cervical cancer and precancerous lesions: a hospital-based multicenter

study. Chin J Practical GynecolObstet March 2021Vol37 No3

10. Huang Yi, Huang Ru, Liu Jiahua. Clinical Analysis of TruScreen and LBC in Cervical Cancer Screening. Fujian Med J, June 2020, V01.

42 No 3

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 15
CLINICAL RESULTS PUBLICATIONS CONTINUED

OPERATIONS REPORT

Ye a rCountryInvestigatorNo. of patientsResults (sensitivities, specificity)

11. 2020China

11

Dr Kang Yanan192

TS: 96.67%, 70.19%;

LBC: 76.67%, 53.38%;

HPV: 96.67%, 19.55%

12. 2020China

12

Dr Wang Ziyao301

TS: 96.3%, 46.4%;

HPV: 59.3%, 74.1%

13. 2019

Henan/

China

13

Dr. Baojin Wang315

TS: 82. 76%, 76. 67%;

LBC: 65. 52%, 30. 00%;

HPV: 75. 86%, 43. 33%

14. 2019

Beijing/

China

14

Dr. Wei Zhang1030

TS: 91.0%, 81.25%;

LBC: 69.6%, 73.75%

15. 2019

Herbei/

China

15

Dr. Yanhong Jia320

TS: 78.8%, 79.5%;

LBC: 59.6%, 82.5%

16. 2018

Beijing/

China

16


Dr. Huixia Yang2730TS: 76%, 69%

17. 2017Mexico

17

Dr. Ricardo Lua521

TS: 78% (CIN2+)

Cytology: 36% (CIN2+)

HPV DNA: 56% (CIN2+)

18. 2016

Chongqing/

China

18

Dr. LI Pei,

Dr. Jin-sheng Wang

368

TS: 93.2%, 100%, Positivity rate 76%

LBC: 75.0%, 64.7%

Positivity rate: 55.7%

19. 2015Turkey

19

Dr. Özgü E285

TS: 86%, 35%,

NPV: 89%

PPV: 28%

20. 2011Poland

20

Dr. Pruski293

TS: 90%(CIN2+)

Spec: 90%

PPV: 63%

NVP: 90%

11. Kang Yanan Et al, Comparison study in hospital opportunistic screening for cervical cancer. Chin J Clin Obstet Gynecol November

2020, Vol.21, No.6

12. Wang, Z et al. TruScreen detection of cervical tissues for high-risk human papillomavirus–infected womenduring the coronavirus

disease 2019 pandemic. Future Oncol. 10.2217/fon-2020-0928

13. WANG Baojin, MA Qian, ZHAO Xinxin, et al. Application Value of TCT, HPV and TruScreen in Screening Cervical Disease. Journal of

Practical Obstetrics and Gynecology 2019 Nov, Vol. 35, No. 11

14. Qi Weihong, Zhang Wei et al. Clinical Observation of Cervical Cancer Screening System TruScreen in 1030 Cases. Electronic Journal

Of Practical Gynecologic Endocrinology. Nov. A. 2019 Vol.6, No.31

15. Yanhong Jia. The Clinical Effectiveness of Cervical Cancer Screening System TruScreen in Cervical Cancer Screening. Electronic

Journal Of Practical Gynecologic Endocrinology. Nov. A. 2019 Vol.6, No.31

16. Huixia Yang, Xinmiao Zhang, et al. The diagnostic accuracy of a real-time optoelectronic device in cervical cancer screening A

PRISMA-compliant systematic review and meta-analysis. Medicine (2018) 97:29

17. Ricardo Lua, et al. Comparison of an Optoelectronic Scan of the Cervix, Cervical Cytology and HPV Genotyping for CIN Screening.

Journal of Lower Genital Tract Disease. Vol 21, Number 2, Supplement 1, April 2017.

18. Li Pei, Jinsheng Wang et al. Application Effect of TruScreen System in Cervical Cancer Screening.

19. Özgü E, Yıldız Y, Özgü BS, Öz M, Danışman N, Güngör T. Efficacy of a real time optoelectronic device (TruScreen™) in detecting

cervical intraepithelial pathologies: a prospective observational study. J Turk Ger Gynecol Assoc. 2015;16(1):41-44. Published 2015 Mar

1. doi:10.5152/jtgga.2015.15199

20. Pruski, D., Przybylski, M., Kędzia, W. et al. Optoelectronic method for detection of cervical intraepithelial neoplasia and cervical

cancer. Opto-Electron. Rev. 19, 478 (2011).

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 16
CLINICAL RESULTS PUBLICATIONS CONTINUED

OPERATIONS REPORT

Ye a rCountryInvestigatorNo. of patientsResults (sensitivities, specificity)

21. 2011

Guangdong/

China

21

Dr. Li Xia500

TS: 95%, 63%

Pap: 80%, 76%

22. 2010

Guangdong/

China

22

Dr. He Xiu-Kui392

TS: 74%, 78%

Pap: 42%, 93%

TCT: 32%, 94%

23. 2010

Shandong/

China

23

Prof Fengnian Rong532

HPV DNA: 47%, 84%

TS: 75%, 85%

TCT: 43%, 98%

24. 2010Korea

24

Dr. Hyeong Soo Lim292

TS: 82.8%, 81.4%

LBC: 75.9%, 83.3%

25. 2009Hubei/China

25

Prof Ding Ma302

TS: 87%, 75%

Thin Prep: 75%, 92%

26. 2008Poland

26

Dr. Pruski234TS: 85%, 82%

27. 2003UK/Aus

27

Prof A. Singer651

TS: 70%, 81%;

Pap: 69%, 95%

21. LIXia, YE Qing et al. Clinical research on fluorescence microscopy technology combined with cervix pap smear in cervical cancer

screening. IMHGN, November 2011, Vo1. 17 No. 24

22. HE Xiu-kui, LUOXi-ping et al. An optoelectronic cervical cancer screening system for screening cervical cancer: comparison with

cervical cytology. China Reproductive Health 2013,24(1):9-11

23. CUI Ying-ying, ZHANG Bei ,RONG Feng-nian. The application value of cervical cancer screening system and thinprep cytological

test in the screening of cervical lesion during the women’s health screenings.

24. Hyeong Soo Lim, M.D., et al, Korean Journal of Obstetrics and Gynecology Vol. 53 No. 10 October 2010, The efficacy of a real-time

optoelectronic device as a diagnostic tool of over cervical intraepithelial neoplasia 1 lesion

25. Zheng Hongbing, Ma Ding et al. Comparing Study of Truscreen® and Liquid Based Cytology Test in the Screening of Cervical

Lesions.

26. D. Pruski,. Et al, The assessment of a real-time optoelectronic method for the detection of cervical intraepithelial neoplasia (‘CIN’),

Volume107, Issue S2, Abstracts of XIX FIGO World Congress of Gynecology and Obstetrics, October 2009,

27. Singer A, Coppleson M, Canfell K, et al. A real time optoelectronic device as an adjunct to the Pap smear for cervical screening: a

multicenter evaluation. Int J Gynecol Cancer 2003;13:804-11

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 17
REGULATORY COMPLIANCE

OPERATIONS REPORT

TruScreen’s key quality certification is the

CE mark (EU approval) and to maintain

this TruScreen must comply with the new

European Medical Device Regulation (MDR),

transitioning from the previous European

Medical Device Directive (MDD). TruScreen

has successfully completed the formal

application process for MDR certification

and obtained a formal regulatory extension

notification, which ensures that the current

CE Mark approval for the TruScreen ULTRA

cervical cancer screening device remains

valid for the duration of the transition period

to the new Medical Device Regulation (MDR).

In our largest commercial market, China,

medical device regulation is regulated by

the NMPA. In the past year, TruScreen has

completed and submitted an updated NMPA

variation for our Chinese manufactured Osler

device, which is in the final stages of approval.

TruScreen has also successfully undergone

two Regulatory Surveillance audits by our

quality auditor, TUV SUD, during this financial

year. Pleasingly there were no identified non-

conformances which is a testament to our

Quality Assurance program.

In other markets, TruScreen has obtained

formal registrations in Kazakhstan and

Cofepris in Mexico (which gives TruScreen

access to the public health sector in Mexico,

including Government screening programs).

TruScreen is undertaking the renewal or initial

regulatory registration in Russia, Saudi Arabia,

Serbia, Kenya, Indonesia and Uzbekistan.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 18
DIVERSITY

OPERATIONS REPORT

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 FY2024 the

TruScreen team was 30% female, and 25% of

the Board of Directors was female.

TruScreen has a diverse cultural workplace

with Directors and team members calling

Australia and New Zealand home, with

countries of origin being Malaysia, Singapore,

Philippines, Romania, China, Hong Kong,

Colombia, Sri Lanka, Canada, and South

Africa. This cultural diversity enables TruScreen

to interact successfully with its diverse global

distributor network and customers.

Directors

No.

Company

Employees

Company Senior

Managers

Total

Organisation No.

Total

Organisation %

2024202320242023202420232024202320242023

Male3323227870%62%

Female1123013530%38%

To ta l4446231013100%100%

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 19
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 2024. 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

Mr Anthony Ho | Non-Executive Chairman and Chair 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 several 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).

He was previously chairman of Cannasouth Limited, Energy Transition

Metals Limited, and Credit Intelligence Limited and a non-executive

director of Hastings Technology Metals Limited.

Prior to joining commerce, Mr Ho was a partner of Cox Johnston & Co,

Chartered Accountants, which has since merged with Ernst & Young. Mr

Ho holds a Bachelor of Commerce degree from the University of New

South Wales and is a member of the 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.

Names, qualifications, experience and special responsibilities

Left to right: Chris Horn, Juliet Hull, Tony Ho,

Dexter Cheung and Guy Robertson

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 20
Mr Christopher Horn | Non-Executive Director and Chair of the Audit,

Finance and Risk Committee, member of Remuneration and Nomination

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.

DIRECTORS’ REPORT

Ms Juliet Hull | Non-Executive Director and member of the Remuneration

and Nomination Committee and Audit, Finance and Risk 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 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 and the Remuneration and Nomination

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 2024 l 21
DIRECTORS’ REPORT

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

20242023

Anthony Ho8,893,3335,820,000

Christopher Horn5,381,2283,635,053

Juliet Hull24,00024,000

Dexter Cheung671,108120,000

Options

DirectorNumber of optionsNumber of options

20242023

Anthony Ho3,000,000-

Christopher Horn3,000,000-

Juliet Hull1,000,0001,000,000

Dexter Cheung1,000,0001,000,000

Interests in the shares and options of the Company

Dividends

No dividends have been paid or declared since the start of the financial year and the directors

do not recommend the payment of a dividend in respect of the financial year.

Indemnification and insurance of Directors and Officers

The consolidated entity has agreed to indemnify all the directors of the consolidated entity for

any liabilities to another person (other than the consolidated entity or related body corporate)

that may arise from their position as directors of the consolidated entity, except where the

liability arises out of conduct involving a lack of good faith.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 22
DIRECTORS’ REPORT

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 2024.

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 year ended 31 March 2024 is detailed in

the remuneration of directors and named executives section of this report on page 23.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 23
DIRECTORS’ REPORT

Remuneration of key management and personnel

Senior manager and executive director remuneration

Remuneration consists of fixed remuneration, there are no performance incentives at this time. In

addition to Company employees and directors, the Company may contract key consultants on

a contractual basis. These contracts stipulate the remuneration to be paid to the consultants.

Fixed Remuneration

Fixed remuneration is reviewed annually by the 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 2024

Short-term

Employee

Benefits

Post

Employment

BenefitsOther

Salary & Fees

$

Superannuation

$

Share

Based

Payments


$

TOTAL

$

2024202420242024

Anthony Ho90,000 - 20,687 110,687

Christopher Horn 60,000 - 20,687 80,687

Juliet Hull 50,000 - - 50,000

Dexter Cheung 50,000 - - 50,000

Beata Edling 206,235 20,438 48,269 274,942

Martin Dillon 21,577 - - 21,577

Edmond Capcelea 194,195 21,092 - 215,287

Guy Robertson89,487--89,487

761,494 41,530 89,643 892,667

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 24
DIRECTORS’ REPORT

Key management personnel remuneration for the year ended 31 March 2023

Short-term

Employee

Benefits

Post

Employment

BenefitsOther

Salary & Fees

$

Superannuation

$

Share

Based

Payments


$

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

Options held by Directors and Key Management Personnel

During the year, 6,000,000 options were issued to Directors. 3,000,000 were issued to Anthony

Ho and 3,000,000 were issued to Chris Horn. The options have an exercise price of NZ$0.04 per

share, and an expiry date of 15 July 2026.

During the year 7,000,000 options were issued to the Chief Executive Officer, Beata Edling. The

options have an exercise price of NZ$0.04 per share, and an expiry date of 15 July 2026. The

options have since lapsed with the resignation of Beata Edling on 29 February 2024.

Employees Remuneration

Five employees of the Group, not being directors, during the period ended 31 March 2024,

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

$150,000 to $160,0001

$190,000 to $200,0001

$210,000 to $220,0001

$270,000 to $280,0001

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 25
DIRECTORS’ REPORT

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

AttendedEligible to AttendAttendedEligible to Attend

Mr Anthony Ho88--

Mr Christopher Horn8822

Ms Juliet Hull8822

Mr Dexter Cheung8822

The functions of the remuneration committee during the year were undertaken by the full board.

In addition, one circular resolution was signed by the board during the year.

Public Censure by the NZ Markets Disciplinary Tribunal

In a determination of the NZ Markets Disciplinary Tribunal (the Tribunal) dated 15 December

2023, the Tribunal found that Truscreen Group Limited breached NZX Listing Rule (Rule) 2.13.2(b).

NZ RegCo determined that Truscreen’s Audit Committee had only two members between

October 2020 and August 2023 instead of the requisite three, and fined the Company NZ$25,000

and NZ$5,000 in costs.

Related party transactions with Directors

For related party transaction with Directors see note 19.

Remuneration of Auditors

The following amounts are payable to the Company’s auditors for the year ended 31 March 2024.

Auditor’s remuneration – RSM Hayes Audit

Fees for the audit of the financial statements $87,000

End of Directors’ Report

On behalf of the Board as at 4 July 2024


Christopher Horn

Director

Anthony Ho

Chairman

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 26
Financial Statements &

Independent Auditor’s Report

for the year ended 31 March 2024

Consolidated Statement of Profit or Loss

and Other Comprehensive Income

27

Consolidated Statement of Financial Position28

Consolidated Statement of Changes in Equity29

Consolidated Statement of Cash Flows30

Notes to the Financial Statements31

Independent Auditor’s Report52

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 27
CONSOLIDATED STATEMENT OF PROFIT OR

LOSS AND OTHER COMPREHENSIVE INCOME

for the year ended 31 March 2024

Note

2024

$

2023

$

Revenue from the sale of goods62,107,8391,662,619

Other income 6497,045540,016

Product cost of goods sold(1,416,070)(1,202,628)

Employee benefit expenses and directors’ fees7(792,513)(876,849)

Other administration costs(366,222)(415,295)

Research and development expenses(877,303)(864,074)

Rent(44,403)(60,959)

Travel(30,258)(62,544)

Marketing and product approvals(676,077)(722,256)

Insurance(139,414)(139,633)

Shareholder relations and services(201,937)(155,664)

Provision for impairment plant and equipment-(49,700)

Provision for inventory obsolescence (21,577)-

Share based payments(89,643)(54,873)

Loss before income tax(2,050,533)(2,401,840)

Income tax expense8--

Loss for the year(2,050,533)(2,401,840)

Other comprehensive income

Item that may be reclassified subsequently to profit or

loss

Exchange differences on translating foreign subsidiary

operations

41,9801,736

41,9801,736

Total comprehensive loss for the year (2,008,553) (2,400,104)

Basic and diluted loss per share (cents)15(0.49)(0.66)

The accompanying notes form part of these financial statements.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 28
CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

as at 31 March 2024

Note

2024

$

2023

$

Current assets

Cash and cash equivalents92,728,0362,160,468

Other receivables10489,336370,602

Trade receivables1048,152170,311

Inventories11491,254563,441

Other current assets – prepayments273,603205,361

Total current assets4,030,3813,470,183

Non-current assets

Intangible assets13--

Total non-current assets--

Total assets4,030,3813,470,183

Current liabilities

Trade and other payables653,732800,255

Employee benefits115,63588,547

Total current liabilities769,367888,802

Non-current liabilities

Employee benefits29,08039,357

Total non-current liabilities29,08039,357

Total liabilities798,447928,159

Net assets3,231,9342,542,024

Equity

Issued capital1438,705,94536,097,125

Share option reserve16234,456144,813

Foreign currency translation reserve(337,128)(379,108)

Accumulated losses(35,371,339)(33,320,806)

Total equity3,231,9342,542,024

On behalf of the Board as at 4 July 2024

The accompanying notes form part of these financial statements.

Anthony Ho

Chairman

Christopher Horn

Director

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 29
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2024

Note

Share

Capital

$

Accumulated

Losses

$

Foreign

Currency

Translation

Reserve

$

Option

Reserve

$

To ta l

$

Balance at 1 April 202336,097,125(33,320,806)(379,108)144,8132,542,024

Loss for the year to 31 March

2024

-(2,050,533)--(2,050,533)

Exchange differences on

translating foreign subsidiary

operations

--41,980-41,980

Total comprehensive income

for the year

-(2,050,533)41,980-(2,008,553)

Transactions with owners, in their capacity as owners

Issue of shares – capital raise142,651,316---2,651,316

Share issue costs14(127,079)---(127,079)

Shares issued in lieu of fees1434,583 ---34,583

Shares issued as employee

benefit

1450,000---50,000

Options issued---89,64389,643

Total transactions with owners2,608,820--89,6432,698,463

Balance at 31 March 202438,705,945(35,371,339)(337,128)234,4563,231,934


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

--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

16-306,000-(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

The accompanying notes form part of these financial statements.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 30
CONSOLIDATED STATEMENT

OF CASH FLOWS

for the year ended 31 March 2024

Note

2024

$

2023

$

CASH FLOW FROM OPERATING ACTIVITIES

Cash received from customers 2,273,0351,790,550

Cash paid to suppliers and employees including GST(4,518,439)(4,483,553)

Cash received from research and development tax offset1(f)371,2406 2 7,9 8 2

Short-term lease payments not included in lease liability(159,849)(131,619)

Interest paid(3,260)-

Interest received4,0992,854

Net cash used in operating activities18(2,033,174)(2,193,786)

CASH FLOW TO INVESTING ACTIVITIES

Purchase of plant and equipment-(49,700)

Net cash used in investing activities-(49,700)

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of shares142,651,3161,613,273

Share issue costs(67,200)(66,196)

Proceeds from borrowings19215,760-

Repayment of borrowings19(215,760)-

Net cash from financing activities2,584,1161,547,077

Net increase/(decrease) in cash and cash equivalents550,942(696,409)

Cash and cash equivalents at the beginning of the

financial year

2,160,4682,797,004

Effects of exchange rate changes on cash and cash

equivalents

16,62659,873

Cash and cash equivalents at the end of the financial

year

92,728,0362,160,468

The accompanying notes form part of these financial statements.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 31
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 1. MATERIAL ACCOUNTING POLICY INFORMATION

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.

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 $2,050,533 (2023: $2,401,840).

• net cash outflows from operating and investing activities of $2,033,174 (2023: $2,243,486)

• cash and cash equivalents at year-end of $2,728,036 (2023: $2,160,468)

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 32
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

a. Going Concern (continued)

The Directors believe that it is reasonably foreseeable that the consolidated entity will continue

as a going concern and that it is appropriate to adopt the going concern basis in the preparation

of the financial report after consideration of the following factors:

• the consolidated entity has cash and cash equivalents of $2,728,036 as at 31 March 2024 and

$1,667,317 at 30 June 2024.

• the Company’s tax advisors have completed the Australian Research & Development tax

offset claim for FY2024 which should be received in August 2024 (refer note 10);

• the Group has the ability to reduce Research & Development costs, and continues to review

and reduce its cost base where appropriate; and

• the ability to drawdown on a line of credit agreement from Anthony Ho, Director, of up to

A$300,000 described in note 21 to the financial statements. If drawn, this would then be secured

over the Group’s 2025 Australian Research & Development tax offset claim and repayable on

the earlier of 15 months from the date of the agreement or upon the receipt of the Research

and Development tax offset claim anticipated to be received in August 2025; and

• raise funds in the capital market if required, although it has no immediate intention to.

The Directors have undertaken a detailed cash flow forecast for the twelve months following

the date of approval of this report. This forecast is based on growth in the China market and

significant growth in a range of other markets, including Vietnam, Zimbabwe, Kenya, Mexico, Saudi

Arabia, Russia and in Eastern Europe. The Group obtains expectations of future orders from each

country distributor and then exercises judgment to significantly reduce these to what it believes

is conservatively achievable in that market, based on a number of factors including historical

performance, size of target market and ability to access public funding.

In the event that the forecast revenue is not achieved the forecast indicates that further funding

may be required, either by way of draw down on the line of credit facility (see note 21), implementing

cost reduction initiatives, or further successful capital raising required within twelve months from

the date of this report.

The Board consider managing cash flow and working capital critical in successfully executing

the strategies to achieve the business model of the Group. However, the Board accepts that

there is material uncertainty in relation to any forecasts and in particular to the Group’s ability to

meet the forecast revenue growth, and this may cast significant doubt on the Group’s ability to

continue as a going concern.

If the going concern assumption is not valid, the consequence is that 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.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 33
NOTES TO THE FINANCIAL STATEMENTS

b. Principles of Consolidation (continued)

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

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 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:

Subsidiary Country of Incorporation Functional Currency

Truscreen Pty Limited Australia Australian Dollar

Truscreen Ltd (UK) UK Great Britain Pound

TruScreen S. de R.L. de C.V. Mexico Mexican Peso

for the year ended 31 March 2024

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 34
NOTES TO THE FINANCIAL STATEMENTS

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 when the goods are dispatched

from the Group’s facility, or that of outsourced manufacturers. There is judgement required in

identifying the point control passes: once physical delivery of the products to the agreed location

has occurred, the group no longer has physical possession, usually will have a present right to

payment (as a single payment on delivery) and retains none of the significant risks and rewards

of the goods in question. In limited circumstances the Group will offer credit.

The Group provides warranties on products sold which require the Group to either replace or

mend a defective product during the warranty period if the goods fail to comply with agreed-

upon specifications. In accordance with NZ IFRS 15, such warranties are not accounted for as

separate performance obligations and hence no revenue is allocated to them.

Revenue is stated net of the amount of goods and services tax.

Revenue is derived from device sales and consumable single use sensors in the geographic

regions outlined in Note 5.

The Group’s performance obligations are met by delivery of the product.

f. Other Income

The Research and Development tax offset is receivable from the Commonwealth Government

of Australia. Under the 43.5% refundable tax offset program, 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. 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 weighted average cost basis.

h. Plant and Equipment

Plant and equipment are measured at cost less accumulated depreciation and impairment losses.

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.

i. 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.

for the year ended 31 March 2024

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 35
NOTES TO THE FINANCIAL STATEMENTS

j. 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. In the current year all options vested immediately.

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.

Key terms of the share-based incentive plan include:

- each option entitles the holder on vesting to one share;

- no consideration is payable for the options;

- an employment or engagement period of one year is required prior to being eligible;

- the need to be employed or engaged at the time of vesting; and

- options are not transferable.

NOTE 2. ADOPTION OF NEW AND REVISED STANDARDS

No standards currently issue that are yet to be adopted are expected to significantly impact the,

measurement or recognition of reportable items relevant to the Group.

NZ IFRS 18 Presentation and Disclosure in Financial Statements is effective from 1 January 2027.

The impact on Truscreen’s Financial Statements has yet to be evaluated.

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 to 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 performance obligations have been

satisfied under contracts.

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.

• Determining the point at which control of the goods has passed to the customer.

for the year ended 31 March 2024

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 36
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

• 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 impaired in the 2022 financial year.

Given the ongoing significant uncertainty associated with achieving revenue and profitability

targets, the Directors have determined that the intangibles should remain fully impaired as at 31

March 2024 (Note 13).

• Recognition of deferred taxation assets

The benefit of deferred tax arising from tax losses and temporary differences has not been

recognised as disclosed in Note 8.

• Estimate of the Research and Development tax offset

The Group receives a research and development tax offset based on 43.5% of research and

development expenditure incurred. The amount is received following filing of the Group income

tax returns. The Group estimates the amount of the offset assisted by external consultants and

accounts for the amount as a receivable at year end (Note 10).

• Provision for inventory obsolescence

The Group carries inventory of parts for the manufacture of the TruScreen Ultra® cervical cancer

screening device. The Company will write off parts which it no longer considers usable. The Group

has made a provision for inventory obsolescence considering current usage levels of inventory

and expected usage.

• Provision for warranty

The Group will undertake recalibration of the TruScreen Ultra® on an ongoing basis during the

warranty period. While the Group will continue to undertake research and development of the

product, the TruScreen Ultra® is a mature and well tested product and the Group has determined

on the basis of materiality that no warranty provision is necessary.

• Share based payments

The Group measures the cost of equity-settled transactions with directors, employees and

distributors by reference to the fair value of the equity instruments at the date at which they

are granted. The fair value is determined using a Black-Scholes model, using the assumptions

detailed in Note 16.

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 Material Accounting Policy

Information.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 37
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

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

2024

$

2023

$

Financial assets (held at amortised cost)

Cash and cash equivalents92,728,0362,160,468

Trade and other receivables

Trade receivables subject to credit risk1048,152170,311

Total financial assets at amortised cost2,776,1882,330,779

Financial liabilities (held at amortised cost)

Trade and other payables653,732800,255

Total financial liabilities at amortised cost653,732800,255

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

2024

$

2023

$

2024

$

2023

$

USD341,762800,342266,330249,460

GBP 40,15936,840-9, 0 8 3

NZD

1

5,0121,069,756--

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 38
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

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

2024

$

2023

$

USD7,54255,088

GBP 4,0162,776

NZD

1

(501)(106,975)

1 Exposure to NZD held in subsidiary where Australian dollars is the functional currency.

Interest rate risk

Interest rate risk arises on financial assets and financial liabilities recognised at the end of a

financial period whereby a future change in interest rates will affect future cash flows. The Group’s

policy is to deposit cash at floating rates or at fixed rates for periods of time of less than 6 months,

to minimise exposure to interest rate risk, 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:

- 3.85% of NZ$168,436 (2023: .06 – 3.1% of NZ$295,506) on cash held in AUD.

- Nil% of NZ$2,225,294 (2023: Nil% of NZ$1,197,556) on cash held in NZD.

- 0.50% of NZ$40,159 (2023: Nil of NZ$36,840) on cash held in GBP.

- Nil of NZ$293,602 (2023: Nil of NZ$630,031) on cash held in USD.

The interest rate risk on bank balances is minimal as the value of interest earned is not material

and unlikely to become so.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 39
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

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

2024

$

2023

$

Cash at bank

S&P short term rating A-1+2,687,3322,123,093

S&P short term rating A-140,15936,840

92,727,4912,159,933

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

2024 amounted to $48,152 (2023: $170,311) refer to Note 10.

Minimal credit risk arises from the other receivable – research and development grant being due

from the Australian Government.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 40
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

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 2024$$$$

Trade and other payables653,732653,732653,732-

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-

The Company and Group manage liquidity risk by preparing a rolling twelve-month cash flow

forecast, and holding adequate cash and cash equivalent assets.

Additional liquidity was temporarily provided and repaid during the 2024 financial year by way

of an advance from a Director Anthony Ho, as detailed in Note 19b. Subsequent to balance date,

a line of credit agreement has been entered into which provides the Group with access to up to

A$300,000 as detailed in Note 21.

(a) Fair value

The fair value of trade receivables, trade payables, loan receivable other receivables and cash

and cash equivalents approximate their carrying value due to the short-term nature of these

balances, and/or the balances being subject to market interest rates and regular impairment

tests.

(b) Capital risk management

There are no external capital requirements.

The Group and the Company’s objectives when managing capital are to safeguard their ability

to meet their liabilities as they fall due.

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

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 41
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 5. SEGMENT INFORMATION

The Group operates in one operating segment. It manufactures and distributes 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:

2024

$

2023

$

Information about products and services

Total Revenues from external customers 2,107,8391,662,619

Information about geographical areas

Foreign country:

Mexico-59,536

China1,649,0361,140,297

Russia-122,809

Vietnam-78,971

Zimbabwe404,790247,077

Eastern Europe-5,315

MENA (Middle East/North Africa)54,013-

Others-8,614

2,107,8391,662,619

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

of the customer.

The following customers contributed more than 10% of the Group’s revenue for the years ended 31

March 2024 and 31 March 2023:

Domicile of Customer

20242023

$%$%

China1,649,03678 1,140,29769

Zimbabwe404,79019 247,07715

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

segment.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 42
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 6. REVENUE

2024

$

2023

$

Sales revenue - sale of goods

1


Wholesalers/distributors1,703,0491,415,542

Direct to customer404,790247,077

2,107,8391,662,619

Other income

Research and development tax offset

2

- Current year463,192345,901

- Prior year adjustment31,20331,143

494,395377,044

Interest received2,650 3,303

Miscellaneous income - 3 9, 0 8 4

Foreign exchange gain-120,585

497,045540,016

1 For a geographical breakdown of revenues see note 5. Control 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).

NOTE 7. EXPENSES

Note

2024

$

2023

$

Loss before income tax includes the following specific

expenses:

Employee benefits expense*

Wages and salaries404,852 556,663

Staff superannuation – defined contribution plan 100,898 108,891

Annual leave 25,016 (52,230)

Long service leave (10,967)(4,586)

Directors fees22250,000 250,000

Other employee related 22,714 18,111

792,513 876,849

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

of each employee’s salary into a superannuation scheme.

*Employee expenses of $546,317 (2023: $603,207) are included within research and development.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 43
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

2024

$

2023

$

Administration and other operating expenses include:

Audit fees

Fees for audit of financial statements for the year ended 31 March

– RSM Hayes Audit

87,00081,800

Total remuneration of auditors87,00081,800

NOTE 8. INCOME TAX EXPENSE

2024

$

2023

$

Loss for the year(2,050,533)(2,401,840)

Prima facie income tax saving using the applicable country’s tax

rate 28% (2023 :28%)

574,149 672,515

Impact of variation in foreign tax rates (25.0% for Aus.; 19% for UK)

(2023 : 25% for Aus.; 19% for UK)

(56,408)(69,829)

Expenses not deductible for tax in the current period:(163,913)(180,223)

Not recognised as a deferred tax asset(353,828)(422,463)

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.

2024

$

2023

$

Deductible/(non-deductible) temporary difference:

Foreign exchange losses170,295173,222

Other timing differences315,555278,318

485,850451,540

Unused tax losses17,663,17815,088,746

Total 18,149,02815,540,286

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.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 44
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 9. CASH AND CASH EQUIVALENTS

2024

$

2023

$

Cash on hand545 534

Cash at bank 2,727,491 2,159,933

2,728,036 2,160,468

Cash at bank is earning interest at a floating rate at the reporting date it ranged from 0% to

3.85% (2023: 0% to 3.1%). Cash at bank is at call.

NOTE 10. TRADE AND OTHER RECEIVABLES

2024

$

2023

$

Other receivables

Research and development tax offset468,024 336,700

GST receivable 21,312 33,902

489,336 370,602

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

2024

$

2023

$

Trade receivables

Trade receivables subject to credit risk48,152170,311

Less provision for uncollectible amounts--

48,152170,311

No interest is charged on trade receivables. The Group normally requires cash on delivery. In

exceptional circumstances the Group has extended credit. The aging analysis of trade receivables

past due is as follows:

Consolidated

Group

Days Overdue

2024

1 – 60

days

$

90 – 180

days

$

Over 180

days

$

Total past

due

$

Within

terms

$

Trade receivables subject to credit risk42,6735,479-48,152-

Days Overdue

2023

1 – 60

days

$

90 – 180

days

$

Over 180

days

$

Total past

due

$

Within

terms

$

Trade receivables subject to credit risk170,311--170,311-

No collateral is held over trade receivables.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 45
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 11. INVENTORIES

2024

$

2023

$

Finished goods at cost85,646 168,055

Work in progress at cost 427,410 395,386

Work in progress - provision for obsolescence(21,802)-

491,254 563,441

NOTE 12. INTERESTS IN SUBSIDIARIES

Subsidiaries of the Group were:

Name of Subsidiary

Principal Place of

Business

Ownership Interest held

by the group

20242023

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 2024 and 2023 TruScreen Ltd (UK) made no sales.

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

NOTE 13. INTANGIBLE ASSETS

At 31 March 2022, the Directors undertook a comprehensive Impairment Review (“Review”) of the

intangible assets belonging to the Company. This Review was undertaken in compliance with NZ

IAS 36 Impairment (‘IAS 36’) and its detailed specifications with the assistance of an independent

consultant. This resulted in a provision for impairment of $4,893,861 being recorded for intellectual

property, and $1,976,906 being recorded for development costs.

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 2024, a number of the risks

assessed of not meeting forecast device and SUS sales in future years ahead, including the ongoing

Ukraine/Russia conflict remain, and the ability to rapidly increase sales in developing markets.

Given the significant uncertainties outlined above, the Directors have resolved to retain the full

provision for the carrying value of the intangible assets as at 31 March 2024.

In the event that the uncertainties referred to above are resolved, the Group achieves its

2025 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.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 46
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 14. ISSUED CAPITAL

a) Ordinary Shares – Fully Paid

Group

2024

Number

2024

$

2023

Number

2023

$

Balance at beginning of the year 416,642,00836,097,125362,866,25334,550,048

Ordinary shares issued

Share issue - placement70,748,3861,414,96820,000,000600,000

Share issue - rights issue61,817,3911,236,34833,775,7551,013,273

Share issue costs-(127,079)-(66,196)

Shares issued in lieu of fees to directors1,383,33134,583--

Share issue - employee benefit2,000,00050,000--

Balance at end of the year552,591,11638,705,945416,642,00836,097,125

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

132,565,777 shares at $0.02 per share to raise $2,651,316, before costs. The Company also

issued 2,000,000 shares to the CEO, Beata Edling, as part of her remuneration and 1,383,331

shares to directors in lieu of fees.

b. prior 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.

NOTE 15. EARNINGS PER SHARE

2024

$

2023

$

Basic and Diluted loss per share:

Net loss attributable to shareholders ($)(2,050,533)(2,401,840)

Weighted average number of ordinary shares on issue422,175,861 364,192,230

Basic and diluted loss per share (cents) (based on weighted

average number of shares on issue)

(0.49)(0.66)

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 47
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 16. SHARE BASED PAYMENTS

Options

A summary of the movements in share options issued to Directors, employees, consultants and

distributors are as follows:

Group

2024

#

2024

$

Weighted

Average

Exercise

Price

2023

#

2023

$

Weighted

Average

Exercise

Price

Options on issue

at start of year

5,000,000144,81310.0c14,000,000450,81313.9c

Options issued13,000,00089,6434.0c--N/A

Options lapsed--N/A(9,000,000)(306,000)15.0c

Options on issue

and exercisable at

the end of the year

18,000,000234,4565.7c5,000,000144,81310.0c

Of the options on issue:

• 18,000,000 had vested and were exercisable at 31 March 2024.

• 5,000,000 of these have an exercise price of NZ$0.10 per share, and an expiry date of 7

September 2024.

• 13,000,000 of these have an exercise price of NZ$0.04 per share, and an expiry date of 18 July

2026.

In the prior year, 9,000,000 options lapsed with an exercise price of 15 cents and expiry date 27

August 2022.

Options have been valued using the Black & Scholes model using the following variables:

Options Issued in FY2022Options Issued in FY2024

Number issued5,000,00013,000,000

Share price at date of valuation$0.063$0.024

Exercise price$0.10$0.04

Risk free government bond rate0.036%4.07%

Option period3 years2.73 years

Share price volatility100%64%

Value per optionNZ$0.0164NZ$0.0069

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 48
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 17. 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, distributors and Directors but not yet exercised or lapsed.

NOTE 18. CASH FLOW INFORMATION

2024

$

2023

$

Reconciliation of cash flow from operations with loss after income

tax

Loss for the period(2,050,533)(2,401,840)

Adjusted for:

Impairment of non-current assets-49,700

Provision for inventory obsolescence21,577-

Share based payment expense89,64354,873

Unrealised exchange difference arising from translating loss

items at the date of transaction

(6,104)(113,010)

Operating cash flows before working capital changes(1,945,417)(2,410,277)

Decrease in trade and other receivables122,159105,137

Decrease in goods and services taxes recoverable12,5902,880

Increase in prepayments(68,242)(26,092)

Decrease/(increase) in inventory72,187(66,553)

(Increase)/decrease in research and development tax offset(131,323)264,854

Decrease in trade and other payables(111,939)(7,120)

Increase/(decrease) in employee liabilities16,811(56,615)

Net cash outflow from operating activities(2,033,174)(2,193,786)

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 49
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 19. RELATED PARTY TRANSACTIONS

a. The Group’s main related parties are as follows:

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 22 - Key Management

Personnel Compensation.

b. Transactions with related parties:

Transactions with Directors related to the payment of Directors fees in the amount of $250,000,

and the issue of 6,000,000 options (3,000,000 to Anthony Ho and 3,000,000 to Christopher Horn),

with an expense of NZ$41,374.

In February 2024, the Group received a loan of NZ$215,760 from Anthony Ho, a director of the

Company. The loan was unsecured and incurred interest at a rate of 15% per annum. The loan was

repaid in full on 20 March 2024, together with interest of $3,260.

The Company exchanged NZ$299,349 for A$278,746 in two transactions with Anthony Ho at the

prevailing exchange rates at the time of the exchange.

In addition, a capital raising fee is payable to Mr Kevin Ho, a relative of director Anthony Ho, in the

amount of $16,960 (2023: $11,763).

Subsequent to year end the Company executed a Line of Credit facility agreement with a Director

Anthony Ho, in the amount of A$300,000, secured by the FY2025 Research and Development Tax

Offset Claim. The facility expires fifteen months from 1 July 2024.

Payable to related parties

At balance date, the following amounts were due to related parties:

2024

$

2023

$

Anthony Ho22,500-

Kevin Ho 16,960 11,763

Christopher Horn 15,000 -

Dexter Consultants Limited14,3753,594

Integrated CFO Solutions25,42610,743

Total current liabilities94,26126,100

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 50
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 20. 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.

The Group has a minimum contractual volume commitment for the production of single use sensors

for the next two financial years. Whilst the Group has every expectation of meeting this minimum

order requirement, a shortfall payment could become payable if this were not to be met.

NOTE 21. EVENTS SUBSEQUENT TO REPORTING DATE

The Group signed a new premises lease effective 1 July 2024 for a period of three years with an

annual rental of $135,419.

The Group has executed a line of credit agreement with director Anthony Ho dated 30 June 2024.

Key terms include:

• A facility of A$300,000 able to be drawn in multiples of A$100,000.

• The facility is to be secured against the expected Research and Development Tax offset claim

for the 31 March 2025 financial year.

• If drawn upon, repayment is required within 15 months of the date of the agreement or

alternatively settled when the 31 March 2025 Research and Development Tax offset claim is

received.

• The facility will incur a line fee of 1%, and additionally bears interest on any drawn portion at

15% per annum (which is to be paid upon repayment of the facility.)

• In the event of default (including insolvency of the Group, or misrepresentation by the Group),

payment of all principal and interest would also become due immediately.

Other than as outlined above there have been no events subsequent to reporting date which

would have a material effect on the Group’s financial statements at 31 March 2024.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 51
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

NOTE 22. KEY MANAGEMENT PERSONNEL COMPENSATION

The totals of remuneration paid to key management personnel (KMP) of the Group during the

period are as follows:

2024

$

2023

$

Short-term employment benefits – Directors fees

1

250,000216,667

Directors’ fees accrued to be settled by the issue of shares

1

-33,333

Short-term employment benefits – Director’s consulting fees

2

-121,885

Directors share based payments41,374-

Other key management personnel

3

Short-term employee benefits 511,494431,187

Post-employment benefits – Superannuation41,53034,111

Share based payments48,26954,873

Total employment benefits601,293520,171

Tota l892,667 892,056

1 Directors’ fees to the Directors of the parent entity as follows:

2024

$

2023

$

Anthony Ho90,00090,000

Christopher Horn60,00060,000

Juliet Hull50,00050,000

Dexter Cheung50,00050,000

250,000250,000

2 Short-term benefits in the current year of $nil were paid by Truscreen Pty Ltd to an interim CEO (2023: $121,885).

The director fees for 2023 include an amount of $33,333 in share-based payments which were accrued in 2023 and

settled by way of share issue in 2024.

3. A further $44,414 (2023:$38,960) was paid to a company controlled by the Company Secretary, for accounting

services.

NOTE 23. COMMITMENTS

The Group has commitments in the amount of $38,194 (2023: $109,129). This relates to premises which

were originally expected to expire on 20 December 2023, but were renewed to 20 June 2024.




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 2024;

▪ 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 material accounting policy information.

In our opinion, the consolidated financial statements on pages 27 to 51 present fairly, in all material respects,

the financial position of the group as at 31 March 2024, 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 states that the group has incurred a loss of

$2,050,553 (2023: $2,401,840) for the year ended 31 March 2024, and incurred operating and investing cash

outflows of $2,033,174 (2023: $2,243,486), and at balance date had cash and cash equivalents of $2,728,036

(2023: $2,160,468). As at 31 March 2024, the Group’s accumulated losses amounted to $35,371,339 (2023:

$33,320,806). As stated in Note 1a, these events or conditions, along with other matters explained in Note 1a,

indicate that a material uncertainty exists 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 two 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

notes 5 and 6 to the financial statements.

As described in Note 1e to the financial statements,

the group’s revenue is recognised at the 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.

There is a risk that revenue could be recognised at

an incorrect point in time or at an incorrect amount.

Given the significance of revenue to the financial

statements, we consider revenue recognition to be a

key audit matter.


How our audit addressed this key audit matter

Our procedures in relation to revenue recognition

included:

▪ Understanding the processes and evaluating

the related controls implemented by the group

over revenue recognition, including

completeness, accuracy and occurrence of the

recorded revenue transactions; and

▪ Performing tests of detail, on a sample basis, to

ensure that revenue had been recognised when

the control of the products had been transferred

to the customer, consistent with the customers’

terms of trade and shipping documentation.

We further considered the terms of the related

contracts with customers to evaluate the

appropriateness of the accounting policies adopted,

and understand the extent of any related warranty

obligations.

We also evaluated the disclosures provided in

relation to revenue and customers in notes 5 and 6

to the financial statements.




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

$468,024 at 31 March 2024 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 2024, derived from the

underlying accounting records. The group engages

an advisor 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

research and development (R&D) related

expenditure to be claimed in relation to

eligible activities, including the detailed

calculations that support the amount

recognised as a receivable. We utilised R&D

tax incentive specialists 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 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 25 and pages 56 to 66 (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 4 July 2024

Auckland

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 56
GOVERNANCE

The Board and Executives of the Company are committed to conducting TruScreen’s business

ethically and in accordance with high standards of best practice corporate governance. They

guide and monitor the business and affairs of the Company on behalf of the shareholders by

whom they are elected and to whom they are accountable.

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 2024.

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 ASX

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 FY2024 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.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 57
GOVERNANCE PRINCIPLES AND GUIDELINES

PRINCIPLE 1 – ETHICAL STANDARDS

Directors observe and foster high standards of ethical behaviour and hold management

accountable for delivering these standards throughout the Company.

The Company expects its Directors, Officers, contractors, consultants 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, and is also available on the Company’s website. The Code of Ethics

covers key areas including:

• Care and compliance

• Acting honestly and ethically

• Acting in the Company’s best interests

• Conflicts of interest

• Use of knowledge and information

• Gifts, entertainment, and benefits

• Standards of behaviour

The Company has adopted policies to ensure it maintains high standards of performance and

behaviour when dealing with the Company’s customers, suppliers, shareholders, employees,

contractors, and consultants.

Specific policies are in place relating to the environment, Privacy Act requirements, confidentiality

of company information, conflicts of interest, complaints from stakeholders and trading in

company securities.

Conflicts of Interest

Directors are expected both individually and collectively to act in accordance with TruScreen’s

Directors’ Code of Ethics and to restrict involvement in other businesses that would likely lead to

conflicts of interest. The Board maintains an Interest Register.

Where conflicts of interest arise, the Board policy is for the conflicted Director(s) to advise the

Board and to absent themselves from the relevant discussions and related voting.

Trading in TruScreen Securities

On a continuing basis, the Board considers whether any matters under consideration are likely

to materially influence the present or future market expectations of the Company, including the

share value. It then determines whether or not there continues to be an ‘open window’ for share

trading by Directors or Officers of the Company. The policy is for a specific declaration in respect

of this matter to be made as appropriate. All proposed transactions need to be approved in line

with the company’s Security Trading Policy.

GOVERNANCE

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 58
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 2024 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.

Independence of Directors

For a Director to be considered to be independent the fundamental consideration in the opinion

of the Board is that the Director be independent of the Executive and not have any relationship

that could, or could be perceived, to interfere materially with the Director’s exercise of his/her

unfettered and independent judgment.

The matters that the Board considers in determining director independence are specified in

the Board Charter. Having considered these matters and the composition of the Board, the

Company considers the Directors hold an appropriate mix of skills, expertise and independence.

The TruScreen Board has reviewed which of its Directors are deemed to be independent in

terms of NZX Listing Rules and has determined as follows:

Independent Directors: Anthony Ho, Christopher Horn, Juliet Hull and Dexter Cheung;

The Board therefore determines that the Board of TruScreen is comprised with an appropriate

number of Independent Directors. Further, the Chairperson 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 or equivalent and other senior executives and

the determination of their terms and conditions including remuneration and termination;

• driving the strategic direction of the Company, ensuring appropriate resources are available

to meet objectives and monitoring management’s performance;

• reviewing and ratifying systems of risk management and internal compliance and control,

Codes of Conduct and legal compliance;

• approving and monitoring the progress of major capital expenditure, capital management

and significant acquisitions and divestitures;

GOVERNANCE

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 59
PRINCIPLE 2 - BOARD COMPOSITION AND PERFORMANCE (CONTINUED)

• approving and monitoring the budget and the adequacy and integrity of financial and

other reporting; and

• ensuring a high standard of corporate governance practice and regulatory compliance and

promoting ethical and responsible decision making.

The Board meets on a regular basis to review the performance of the Company against its

goals both financial and non-financial. In normal circumstances, prior to the scheduled board

meeting, each board member is provided with a formal board package containing appropriate

management and financial reports.

Responsibility for the day-to-day operations and administration is delegated by the Board to

the Chief Executive Officer and the Senior executive team within approved levels of authority.

These delegations have been reviewed in the last three months.

Appointment and Retirement of Directors

The Board has a procedure for the nomination and appointment of Directors to the Board. All

directors have a letter of appointment establishing the terms of their appointment.

At each annual meeting at least one third of the Directors (or the nearest whole number –

which at the current time is one director) retire by rotation and are eligible to seek re-election

at 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.

Information about a candidate standing for election or re-election as a director is provided to

shareholders to enable them to make an informed decision on whether or not to elect or re-

elect the candidate. This information may include:

• biographical details, including relevant qualifications, experience and skills;

• details of other material public company directorships;

• a statement regarding whether the director qualifies as independent;

• any material adverse information or potential conflicts of interest, position or association;

• the term of office currently served (for directors standing for re-election); and

• a statement whether the board supports the election or re-election of the candidate.

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.

GOVERNANCE

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 60
PRINCIPLE 3 – BOARD COMMITTEES

The Board uses committees where this enhances the effectiveness in key areas while retaining

Board responsibility.

The Board operates 2 Committees to assist in the execution of the Board’s duties – the

Remuneration and Nomination Committee and the Audit, Finance & Risk Committee. Each

Committee has a specific Charter. Committee members are appointed from members of the

Board and membership is reviewed on an annual basis. All matters determined by committees

are submitted to the full Board as recommendations for Board decision.

Remuneration and Nomination Committee

All Directors are members of the Remuneration Committee. 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 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 and

Safety policies within the company to ensure employees, contractors and visitors are operating

in a safe environment.

The Committee, which function was discharged by the full board, met twice during the 12 months

to 31 March 2024.

The Committee is satisfied that the Company, and the Chief Executive Officer, 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), Dexter Cheung, and

Juliet Hull. The committee is comprised of three non-executive directors, all are independent.

One Director, Christopher Horn, is a qualified accountant. The chair of the committee is different

to the Chairperson of the Board and has no relationship to the external auditor.

The role of the Committee is to oversee and monitor the annual audit process, ensure appropriate

financial and operational information is provided to stakeholders, to monitor the management of

business risk to the organisation, review the framework of internal control and governance which

the Executive and the Board have established, and to promote integrity and transparency in

financial reporting. 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 2024.

The Audit, Finance & Risk Committee also communicates with the Company’s external auditors

as and when deemed necessary by the Committee.

GOVERNANCE

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 61
PRINCIPLE 4 – REPORTING AND DISCLOSURE

The Board demands integrity in financial reporting, non-financial reporting, and in the timeliness

and balance of corporate disclosures.

The Company is committed to ensuring integrity and timeliness in its financial reporting, non-

financial reporting, and in providing information to the market and shareholders which reflects

a considered view on the present and 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 material 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.

Non-financial Reporting

The Group does not produce any non-financial reports given a very small workforce and low

impact small assembly manufacturing operations.

The Board considers the appropriate level of non-financial reporting, considering the interests

of stakeholders and material exposure to environmental, social and governance (ESG) factors.

The Board maintains an effective system of internal control for reliable non-financial reporting

through the same policies, procedures, and controls as financial reporting.

The Company’s code of ethics, code of conduct, board and committee charters, and other

governance documents are available at www.truscreen.com/governance.

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.

The remuneration details of non-executive directors and senior executives are set out in the

Remuneration Report that forms part of the Directors’ report.

GOVERNANCE

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 62
PRINCIPLE 5 – REMUNERATION (CONTINUED)

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 2024 the current

Directors’ fee pool limit is NZ$300,000. All benefits or incentives paid to Directors are included

as part of the disclosures in the Remuneration Report. Non-executive directors’ remuneration is

paid as fees. Retirement payments are not provided, other than superannuation.

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.

The performance of senior executives is measured against criteria agreed annually and bonuses

and/or incentives are linked to predetermined performance criteria and may, with shareholder

approval, include the issue of shares and/or options.

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 maintains a risk management register to identify and address areas of significant

business risk and to manage steps being taken to manage them. The Chief Executive Officer

and Senior executive team are required to identify the significant risks affecting the business,

their likelihood, their potential impact, and steps take to manage each significant risk. The

Board receives and reviews risk register, and risk management plan on an annual basis. Risk is

also a standing item on the agenda of board meetings, for reporting against identified material

business risks.

The Company also 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 endorsed by the Directors.

GOVERNANCE

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 63
PRINCIPLE 6 – RISK MANAGEMENT (CONTINUED)

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.

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 audit process, TruScreen’s accounting policies, and the independence of the auditor.

The Audit, Finance & Risk Committee meets with and receives regular reports from the external

auditors concerning any matters that arise in connection with the performance of their role,

including the adequacy of internal controls.

GOVERNANCE

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 64
PRINCIPLE 8 – SHAREHOLDER RELATIONS AND STAKEHOLDER INTERESTS

The Board fosters constructive relationships with shareholders and stakeholders that encourages

them to engage with the company.

The Board aims to ensure that all shareholders are informed of all information necessary to assess

the Company’s strategic direction and performance. They do this through a communication

strategy which includes:

• periodic and continuous disclosure to NZX and ASX;

• information provided to media and briefings to major shareholders;

• half yearly and annual reports;

• regular investor updates;

• the annual shareholders meeting which is conducted in a very open manner in which a

range of questions are considered;

• the Company’s website.

The Company ensures timely circulation of notices on annual or general meetings.

An updated view of the Company’s strategic direction is a key presentation at the annual

general meeting to encourage shareholder understanding of, and support of, the Company’s

strategies and goals.

The Company ensures that its shareholders are considered when seeking additional equity

capital.

GOVERNANCE

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 65
Holder NameHolding

% Issued

Capital

1New Zealand Depository Nominee63,651,64211.52

2New Zealand Central Securities Depository Limited34,430,3506.23

3Consolidated Nominees Pty Ltd29,539,9005.35

4Masfen Securities Limited29,050,3695.26

5Bhagwanji Bhula Rama27,791,6665.03

6Ryan Peter Parkin18,040,0003.26

7Kevin Ho & Vikki Ho16,070,8962.91

8Albert Nominees Limited11,000,0001.99

9David Russell Stewart & Adrienne Ruth Stewart10,447,6911.89

10Consolidated Nominees Pty Ltd10,062,5001.82

11Custodial Services Limited8,561,8381.55

12Melda Super Pty Ltd7,500,0001.36

13Anthony Peng Ho & Chui Hoong Ho <Super Fund A/C>7,200,0001.3

14Lah Investment Co Pty Limited6,618,6601.2

15Christopher Lawrence Horn & Marilyn Gai Horn5,381,2280.97

16Neil Douglas Waites5,000,0000.9

17B J Lindsay & J J Parsonson & W D Anderson & S M Palmer4,502,6090.81

18Zhen Chen4,486,4330.81

19Song Huang3,754,0680.68

20Caroline Robyn Ball & Christopher John Thomson Bush3,478,6810.63

To ta l 306,568,53155.47

Total issued capital552,591,116100.00

INVESTOR RANGES AS AT 5 JUNE 2024

Holding RangesHolders Total Units

% Issued Share

Capital

above 0 up to and including 1,0004014,9230.00

above 1,000 up to and including 5,000243875,6490.16

above 5,000 up to and including 10,0003182,651,0280.48

above 10,000 up to and including 50,00067817,303,0693.13

above 50,000 up to and including 100,00021916,996,1063.08

above 100,000477514,750,34193.15

To ta l s1,975552,591,116100.00

TOP TWENTY SHAREHOLDERS AS AT 5 JUNE 2024

SHAREHOLDER INFORMATION

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 66
ISSUED CAPITAL AS AT 5 JUNE 2024

TRU552,591,116

Holders1,975

INVESTORS DOMICILE AS AT 5 JUNE 2024

Holders

New Zealand1,299

Australia670

Rest of World6

Issued Capital

New Zealand421,391,480

Australia127,775,348

Rest of World3,424,288

The Company had 1,037 unmarketable

parcels as at 5 June 2024.

As at 5 June 2024 the Company had

13,000,000 unlisted options on issue (3

option holders) with exercise price of

NZ$0.04 cents and expiry date 15 July 2026,

and 5,000,000 unlisted options on issue (11

holders) exerciseable at NZ$0.10 per share

with expiry date of 7 September 2024.

SHAREHOLDER INFORMATION

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

truscreen.com

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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.