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Truscreen Annual Report 31 March 2022

Annual Report30 June 2022TRUIndustrials

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 1
TruScreen Group Limited

Annual Report

2022

A world

without

cervical

cancer.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 2
Corporate Directory

DIRECTORS

Anthony Ho

Non-Executive, Independent Chairman

Christopher Horn

Non-Executive Independent Director

Juliet Hull

Executive Director, Interim Chief Executive Officer

Dr Dexter Cheung

Non-Executive Independent Director

MANAGEMENT

Dr Jerry Tan

General Manager Commercial

Edmond Capcelea

Chief Technology Officer

Guy Robertson

Chief Financial Officer

Hubert Chan

Marketing and Communications Manager

REGISTERED OFFICE

C/- HLB Mann Judd Limited,

Level 6, Equitable House

57 Symonds Street, Grafton,

Auckland, New Zealand

NZX Code : TRU

ASX Code : TRU

AUDITOR

RSM Hayes Audit

Level 1, 1 Broadway

Newmarket

Auckland 1023

New Zealand

SHARE REGISTRAR

Link Market Services

PO Box 91976, Auckland 1142,

New Zealand

Level 30,

PwC Tower 15 Customs Street West

New Zealand

Investor enquiries

+64 09 375 5998

Investor email

enquiries@linkmarketservices.co.nz

Website

www.linkmarketservices.co.nz

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 2

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 3
Table of Contents

Chairman’s Letter4

Operations Report8

Directors’ Report16

Financial Statements23

Auditor’s Report56

Governance60

Shareholder Information68

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 3

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 4
Chairman’s Letter

Dear fellow Shareholders,

TruScreen Group Limited has

recorded strong sales growth in

a further difficult COVID year,

has enhanced the product,

service capability, and quality

processes, and expanded its

market reach into

new countries.

TruScreen provides an AI opto-electrical technology-

based real time, low cost and portable system for

the detection of cancerous or pre-cancerous cells

in cervical tissues. TruScreen’s disruptive technology

is non-invasive for women and provides objective

and fast cervical cancer screening, thus providing

an efficient alternative to conventional methods

requiring specimen collections for laboratory analysis.

In November 2020 the World Health Organisation

(WHO) set out a strategy approved by its member

nations for eliminating cervical cancer by 2050.

While mature countries strive to be the first nation to

achieve this goal based on expensive infrastructure

and delivery, TruScreen is focused on low-and-

middle income countries, and other disadvantaged,

minority, and indigenous populations.

TruScreen is continuing its drive to bring the

TruScreen cervical cancer screening technology to

new markets within its focus. After strengthening its

marketing team with the appointment of Hubert

Chan as Marketing and Communications Manager

in January 2022 we are working on expanding our

market presence in Eastern Europe, South America,

and in Middle East North Africa (MENA). This activity

is ably supported by an expanded International

Experts Group, with medical experts from United

States, United Kingdom, Hong Kong, Nigeria,

and Mexico.

China, with the outstanding efforts of our major

distributor Beijing Siweixiangtai Tech Ltd Co, was

the major contributor to a 48% increase in Group

revenue YOY, an increase in China revenue YOY of

39%, and an increase in device installations into 14

new hospitals in China. The China-based device

manufacturing facility was commissioned during

the year, and with domestic product registration,

has enabled the opening of new sales channels

and wider distribution in this market. The pull

through consumption growth YOY of our SUS of

34% vindicated our strategy of getting TruScreen

devices into the market and in use.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 5
In yet another challenging year, and on

behalf of the board, I thank our team for their

resilience and dedication during the year. I

also look forward to the ongoing support

of our stakeholders and commitment of my

fellow directors and the TruScreen team as

we continue to strive for

Chairman’s Letter

TruScreen completed verification and

validation of a Firmware update during the

year that is now progressively being released

to TruScreen devices already in use in the

market. The updated Firmware enhances

the device’s cyber security framework,

allows TruScreen devices to interface

with compatible hospitals’ systems and

incorporates a state-of-the-art optical

calibration feature to reduce the need for

the device to return to service centres for

re-calibration. The Company has also

completed a substantial body of work to

meet the demanding new international

Medical Device Reporting (MDR) requirements

to be effective in 2024.

With increasing inflation and costs of doing

business the Company has taken additional

steps late in the financial year to review and

reduce its cost base where appropriate. The

Group continues to work with distributors

to develop innovative solutions to get

the TruScreen product to market despite

challenges and continues to seek opportunities

to expand its medical products range to

provide our distributors with wider product

access to their local markets.

Despite the progresses made during the

year, the Company was not immune from

the disruptions of our markets from the

Ukraine conflict, and the lingering impacts of

COVID, especially in China. To comply with NZ

Accounting Standards and acknowledgment

of the macro-environmental uncertainties, the

directors resolved to provide for impairment

of the Company’s non-current assets of circa

$4.6 million. This provision is non-cash in nature

and is non-recurring. When the uncertainties

subside, and at future balance dates, the

Company will review the carrying value of its

non-current assets appropriately.

A world

without

cervical

cancer.



Anthony Ho

Chairman

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 6
Financial Results

NZ DollarsFY22FY21FY22/FY21

Sales1,678,4651,132,641 48%

Revenue2,652,3791,975,91534%

Net Loss

1

(7,892,672)

1

(3,490,010)(126%)

Cash outflow from operating activities(2,531,697)(2,189,331)(16%)

Cash and Cash Equivalents2,797,0045,255,074(47%)

Directors and Management

Anthony Ho

Non-Executive

Independent

Chairman

Christopher Horn

Non-Executive

Independent Director

Juliet Hull

Executive Director

Interim Chief

Executive Officer

Edmond Capcelea

Chief Technology

Officer

Guy Robertson

Chief Financial

Officer

Dr. Dexter Cheung

Non-Executive

Independent Director

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 6

1 The 2022 financial year includes a non-cash impairment of non-current assets of $4,622,134 and a non-cash expense for

share based payments in the amount of $144,813.

Hubert Chan

Marketing and

Communications

Manager

Dr. Jerry Tan

General Manager

Commercial

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 7
TruScreen’s solution

is ideal for LMICs

1bn+

Women eligible

for screening in

key markets

Central EuropeMiddle EastAfricaMexicoVietnamRussiaIndiaChina

2677260332442318402

Targeting commercial roll-out

TruScreen’s current markets

*Screening population data base on U.S Central Intelligence Agency (CIA) World Factbook, numbers in millions, women aged 25-64

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 7

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 8
Operations Report

Executive Summary

2022 HIGHLIGHTS

Product revenues

up 48%

over prior year in

a difficult COVID

environment

Commercial

installations

up 24% to 193

First sales in Eastern

Europe

and completion of

registration and ability

to sell in eight countries

in this region

Strengthening

of International

Experts Group

with representatives now

in United States, United

Kingdom, Hong Kong and

Nigeria

China device

manufacturing

facility commissioned

during the year

and domestic product

registration is showing

promise in opening new

sales channels and widening

TruScreen distribution

throughout the country

including the growing

Health Check sector

Completion of

verification and

validation of a

Firmware update

enhancing the

device’s

cybersecurity

framework, allowing

efficient interface with

compatible hospital

systems, and introducing

remote optical recalibration

reducing service downtime

Large scale Chinese

Obstetricians &

Gynaecologists

(COGA) trial

completed

with positive results

presented at ASCCP and

Eurogin congress. Further

positive Chinese study

published in the European

Journal of Obstetrics

and Gynaecology and

Reproductive Biology.

Innovative marketing by

distributors in Mexico,

Vietnam and Russia

should provide

new opportunities

for new sales in

the year ahead

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 8

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 9
OPERATIONS REPORT

Gynaecology Association) evaluation project

were presented at ASCCP (American Society

of Colposcopy and Cervical Pathology) annual

congress in March 2022, and published in

EUROGIN (European Research Organisation on

Genital Infection and Neoplasia) in April 2022.

The significant COGA trial took three years

to complete in July 2021. 64 hospitals across

9 provinces participated in the trial, with 15,661

women included in the data analysis. The

trial highlighted the superiority of TruScreen

screening method. TruScreen’s sensitivity was

well above that for liquid-based cytology

(LBC) (87.5% v’s 66.5%) and its specificity

(88.4%) was higher than both LBC (86.3%)

and hrHPV testing (78.3%). The sensitivity of

TruScreen-hrHPV co-testing was higher than

that of LBC-hrHPV co-testing (98.4% vs 95.9%).

COGA concluded that TruScreen was a simple,

effective and rapid real-time cervical cancer

screening method that is an appropriate

primary cervical cancer screening tool in

regions with high morbidity and mortality to

cervical cancer.

The year also saw the commencement of

device production to China, with the first

batch of China-made TruScreen devices

successfully passing verification and validation

requirements. This paved the way for SWXT to

market and compete for government screening

programs and meet hospital purchasing priority

of purchasing domestic products. SWXT won

several contracts to supply domestic TruScreen

screening devices to public hospitals late in the

year. The devices are expected to be installed

in Q1, FY2023, subject to COVID restrictions

that may be applicable.

CHINA

TruScreen’s major distributor, Siweixiangtai

Tech Ltd Co. (SWXT), performed strongly during

the year expanding TruScreen’s presence

in the Chinese market. The Company’s

commercial installation base grew by 17% YOY

and expanded to 95 hospitals. The SUS usage

pull-through enjoyed sustained sales growth

and reached a high of 10,000 per month, an

increase of 34% YOY.

Following the recognition of TruScreen by Key

Opinion Leaders (KOLs) and top-level hospitals,

SWXT accelerated its efforts, engaging with a

government-backed Association, to access

the rapidly growing health check-up sector.

The first stage was to introduce TruScreen

to 100 health check departments within big

public hospitals. The number of screenings

conducted in these check-up centres is twice

that of the OBGYN department in the same

hospital. The pilot evaluation to conduct 1,000

TruScreen exams in 10 centres has commenced

and is expected to complete in the second

half of FY 2023.

TruScreen’s clinical performance was further

validated with papers published in international

and domestic journals during the year. This

included a new study undertaken in a well-

known hospital in Shanghai with 458 women,

published in the European Journal of Obstetrics

and Gynaecology and Reproductive Biology.

It concluded that TruScreen’s cervical cancer

screening technology meets or exceeds the

effectiveness of alternative cervical cancer

screening methods.

TruScreen continued to increase its presence

at international conferences. The positive

results from Stage 1 of a multicentre clinical trial

in Hunan province were presented at the 34th

international Papillomavirus Conference (IPVC

2021) in November 2021 by a top KOL in the

province. Stage 2 of the trial is continuing with

completion in October 2022. The final results of

the significant COGA (Chinese Obstetrics and

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 10
OPERATIONS REPORT

ZIMBABWE

Phase one of the Zimbabwe National Aids

Council (NAC) TruScreen screening project

was completed in October 2021. The pilot

phase, with 500 women was successfully

screened with TruScreen and VIAC in 7

hospitals around Masvingo. As a result of

this pilot phase, TruScreen was awarded a

contract for a further 10,800 SUS to facilitate

the final phase of the pilot project. This final

phase will see a total of 16 sites throughout

Zimbabwe using TruScreen device as a

primary screening tool in comparison to VIAC.

The objective is to screen 10,000 women in

six months.

Cervical cancer is the prevalent and most

deadly cancer for women in Zimbabwe

1

.

Women with HIV have a significantly increased

risk of cervical cancer

2

. TruScreen’s partnership

with the NAC is helping to bring reliable, real-

time screening to women who need it most.

SAUDI ARABIA

The Dr. Sulaiman Al Habib Medical Group

(SHMG) clinical evaluation was completed in

March 2022, with results expected to issue in

Q1FY2023.

The SHMG evaluation comprised 608 women

examined by TruScreen and LBC. SHMG is

Saudi Arabia’s largest private healthcare

provider. The study is to have the TruScreen

device recommended for primary cervical

cancer screening in all SHMG hospitals.

These reference sites would help accelerate

the pathway for TruScreen’s global growth

strategy, throughout the Middle East North

Africa (MENA) region.

VIETNAM

After lifting restrictions, a recurrence of COVID

has constrained sales during the latter half of

the year. However good progress was made

in showcasing the product which should see

a better result in the coming financial year.

Commercial use of TruScreen commenced in

the nationally well-known OBGYN hospital in

Hanoi, with TruScreen replacing liquid-based

cytology as the primary screening method.

Separate clinical evaluation projects were

also conducted in several influential hospitals

in the south of Vietnam, with two hospitals

preparing for the adoption of TruScreen as

the primary screening method. TruScreen

also strengthened its engagement with its

local partner.

MEXICO

An innovative new sales channel was launched

by TruScreen’s distributor, Sunbird S.A. de C.V.

(Sunbird), by partnering with a medical device

financing company to bring the TruScreen

cervical cancer screening device to its

3,000-strong client base of private and public

hospitals. The TruScreen product introduction

was launched in February 2022, to 100 doctors

and specialists.

In April 2022, Sunbird reached agreement

with a medical centre in the heart of Mexico

City to establish a TruScreen-based cervical

cancer screening centre. Subject to licensing,

the centre will showcase TruScreen’s medical

technology, act as a training centre, and

provide screening services to local businesses.

TruScreen has also established a service centre

in Mexico during the year.

1 Data source: GLOBCAN 2020, International Agency for Research on Cancer 2021

2 Stelzle D, Tanaka LF, Lee KK, Ibrahim Khalil A, Baussano I, Shah ASV, et al.

Estimates of the global burden of cervical cancer associated with HIV.

Lancet Glob Health 2020. doi:S2214-109X(20)30459-9.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 11
OPERATIONS REPORT

RUSSIA

COVID continued to be a challenge in Russia

for much of the year, then exacerbated by

the geopolitical situation. TruScreen and its

distributor IntelMed Systems JSC. (IMS), remain

committed to providing the TruScreen cervical

cancer screening technology in the country.

IMS continued with the delivery of large-scale

education programs, clinical and marketing

activities.

With local Key Opinion Leaders (KOLs) lending

strong support, IMS prepared and delivered

several clinical evaluations which will continue

into FY2023. Significant effort is being put into

product re-registration in Kazakhstan, which

will build on that already achieved in Russia,

Belorussia, Armenia, and Kirgizstan, opening

up opportunities for more growth in the

region. A project is underway in co-operation

with RAGIN (Russian Association for Genital

Infections and Neoplasia) to obtain Ministry

of Health recommendations for decision-

makers regarding cervical cancer screening

throughout Russia.

EASTERN EUROPE

TruScreen continued to partner with its two

Eastern European distributors in FY2022, who

together service seven countries across the

region. TruScreen continued to focus on both

obtaining product registrations in key strategic

markets and achieving the first clinical sales for

the region.

A new pilot evaluation project is planned with

the University of Lodz in Poland potentially

leading to the recommendation of TruScreen

device to Polish clinicians. The Polish initiative

would assist market access in the Czech

Republic, Slovakia, and other countries in

the region.

MEDICAL AFFAIRS & MARKET ACCESS

TruScreen’s Medical Affairs and Market Access,

set a strategy for 2021-2022 to focus on the

following priorities:

• Data Generation - Strengthening data

generation and publication processes

• Partnerships - Developing partnerships

with academic, charitable, and business

partners and preparing for entry in the

guidelines

• Medical Advisory Committee (MAC) and

International Experts (IEG) - Implementing

actionable MAC and IEG management

systems and plans

• Training and Education - Continuing

innovation in training and ensure smooth

market entry

Initiatives underpinning the above-mentioned

priorities have enabled TruScreen to make

significant progress in delivering on the vision

of “a world without the cervical cancer”.

The ongoing partnership with the Royal Hospital

for Women, Sydney was re-invigorated with

a publication by Dr Jessica Vet and Adjunct

Professor Michael Campion in the European

Journal of Gynaecological Oncology titled: “A

Performance Evaluation of an Optoelectronic

Cervical Screening Device in Comparison to

Cytology and HPV DNA Testing” (https://www.

imrpress.com/journal/EJGO/43/2/10.31083/j.

ejgo4302027).

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 11

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 12
OPERATIONS REPORT

The results demonstrated that the sensitivity

to detect CIN II+ lesions by OESD, LBC and

hrHPV-testing was 0.72, 0.81, and 0.88, and the

specificity was 0.71, 0.95, and 0.76 respectively.

The age- and previous-treatment adjusted

area under the ROC curve for OESD was

0.83, for LBC 0.94, and for hrHPV testing

0.89. McNemar’s tests showed no significant

difference in sensitivity between OESD and

LBC (p = 0.26), and no significant difference

in specificity between OESD and hrHPV-

testing (p = 1.0) amongst patients without

previous treatment. The authors concluded

that the TruScreen Ultra device demonstrated

comparable sensitivity to high quality

cytology conducted in a hospital clinical

setting. Specificity was comparable to hrHPV-

testing in an approximate primary screening

setting. TruScreen Ultra has the advantage of

producing an immediate result and being easy

to use without need of laboratory equipment

and therefore, the device can potentially

become an important tool in the prevention

of cervical cancer, particularly in developing

countries and resource-limited settings.

MEDICAL AFFAIRS & MARKET ACCESS

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 12

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 13
Year Author

No. of

subjects

Results

2021

Dr. Ying Ting

Wei et al.

458

For detection of CIN2+, the sensitivity and specificity

of TruScreen were 83.78% and 78.86%, respectively.

The specificity of TruScreen was significantly higher

than those of HPV testing (50.59%, P < 0.001) and TCT

(55.58%, P < 0.001). In high-risk HPV-positive women, the

specificity of HPV testing combined with TruScreen was

significantly higher than that of HPV testing combined

with TCT (50% vs 39.9%, P = 0.004). The sensitivity of

HPV testing combined with TruScreen was comparable

to that of HPV testing combined with TCT (93.94% vs

87.88%, P = 0.625). Similar patterns were also observed for

CIN3+ cases.

2022

Dr. Jessica Vet

et al.

506

The sensitivity to detect CIN II+ lesions by TruScreen

Ultra, LBC and hrHPV-testing was 0.72, 0.81, and 0.88,

and the specificity was 0.71, 0.95, and 0.76 respectively.

The age- and previous-treatment adjusted area under

the ROC curve for TruScreen Ultra was 0.83, for LBC 0.94,

and for hrHPV testing 0.89. McNemar’s tests showed no

significant difference in sensitivity between TruScreen

Ultra and LBC (p = 0.26), and no significant difference in

specificity between TruScreen Ultra and hrHPV-testing

(p = 1.0) amongst patients without previous treatment.

Evaluations conducted at Royal Hospital for Woman,

Sydney, Australia.

2022

Prof. Fei Chen

et al. Oral

Presentation

at the

ASCCP 2022,

San Diego

California

15661

For detection of CIN2+, TruScreen’s sensitivity was higher

than that of LBC, 87.5% vs 66.5% (P < 0.001) and specificity

was higher than that of LBC and hrHPV testing, 88.4%

vs 86.3% and 78.3% (P < 0.001). The sensitivity of hrHPV

testing combined with TruScreen was higher than that

of hrHPV combined with LBC, 98.4% vs 95.9% (P = 0.006).

In hrHPV positive women, the sensitivity and specificity

of TruScreen being a triage were higher than those of

LBC being a triage (81.3% vs 62.4%, P < 0.001 and 92.6% vs

89.5%, P < 0.001). In hrHPV positive women, regardless of

genotype, TruScreen positive women had a higher risk of

detecting CIN2+ than the LBC positive women did while

TruScreen negative women had a lower risk of detecting

CIN2+ than the LBC normal women did.

OPERATIONS REPORT

TruScreen technology continues to attract attention in a scientific international forum with several

notable, independent publications supporting the clinical adoption of TruScreen device which has

consistently demonstrated the parity in clinical efficacy to other screening methods. A summary of

the recent publications is outlined below.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 14
OPERATIONS REPORT

TruScreen has engaged with several

global Non-Government Organisations.

Collaborations included:

• Unitaid/Clinton Health Foundation will

publish a comprehensive summary of the

clinical evidence for TruScreen Ultra in the

upcoming Unitaid Technology Review 2022

• University of New South Wales (Emeritus

Professor Richard Taylor and Dr Stephen

Morell) is working closely with the

Medical Advisory Committee to design

and implement a clinical study into

epidemiological impact and cost-

effectiveness of TruScreen Ultra in lower

income settings where VIAC is used for

cervical cancer screening

• The Kolposkopia Polska (Polish Colposcopy

Association) to develop a clinical pilot

study which will gather data on feasibility,

and endpoints of TruScreen, LBC and hrHPV

DNA testing. The pilot study is pending

approval by Kolposkopia Polska and the

study will be led by Professor Robert Jach of

the Jagiellonian University, Krakow, Poland

The International Experts Group extended its

membership in FY2022 to include (alphabetical

order):

• Dr Salim Munoz Barquet, Mexico City,

Mexico

• Professor Jonathan Berek, Stamford

University California

• Professor Chibuike Chigbu, Enugu

University Hospital, Nigeria

• Professor Sean Kehoe, Oxford University,

United Kingdom

• Professor Hextan Ngan, HongKong

University, Hong Kong.

Cervical cancer screening has evolved rapidly

since the WHO published its “Guideline for

screening and treatment of cervical pre-

cancer lesions for cervical cancer prevention,

second edition” in 2021 (https://www.who.

int/publications/i/item/9789240030824).

The International Experts have guided

TruScreen in its strategic direction for data

generation, including cost-effectiveness and

related Health Technology Assessment . These

insights are invaluable in refining the strategic

market entries around the world. TruScreen

will continue the ongoing collaboration

with Medical Advisory Committee and

the International Experts Group in 2023

and beyond.

TruScreen has continued with training in

Zimbabwe (online), Serbia and Poland. Further

resources will be devoted to streamline this

important support activity.

The current training will expand into a platform

with multiple courses including video and

presentations so end users can have certified

information and increase participation in low

usage areas.

Juliet Hull

Chief Executive Officer

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 15
DIVERSITY

TruScreen is committed to ensuring all women

of screening age, no matter who or where

they are, have access to quality screening.

We are driven to build a better future for

women’s health.

Our dedication to diversity and equality in

the workplace sits hand in hand with this

commitment. We are an equal opportunities

employer, committed to providing an inclusive,

safe and respectful working environment.

In respect of gender diversity, in FY2022 the

TruScreen team was 44% female, with 50% of

senior leadership positions filled by women.

One fourth of the Board of Directors is female.

TruScreen has a diverse cultural workplace with

directors and team members calling Australia

and New Zealand home with countries of origin

being Singapore, Philippines, Romania, Poland,

China, Hong Kong, Colombia, Siri Lanka,

Canada and South Africa. This cultural diversity

enables TruScreen to interact successfully

with its diverse global distributor network

and customers.

Current Group Gender Composition

Directors

No.

Company

No.

Permanent

Contrators

Total

Organisation No.

Total

Organisation %

2022202120222021202220212022202120222021

Male335623101256%60%

Female1133448844%40%

To ta l4489671820100%100%

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 15

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 16
Directors’ Report

Your directors submit the annual report and financial statements

of the consolidated entity consisting of TruScreen Group Limited

(the “Company”) and the entities it controlled during the period

(the “Group”) for the financial year ended 31 March 2022.

The directors report as follows:

DIRECTORS

The names of directors who held office during or since the end of the year and to the date of

this report are as follows. Directors were in office for this entire period unless otherwise stated.

Name

Mr Anthony Ho

Mr Christopher Horn

Ms Juliet Hull

Mr Dexter Cheung

NAMES, QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES

Mr Anthony Ho

Non-Executive Chairman and member of Remuneration and Nomination Committee

Appointed 4 October 2018

Qualifications: B.Com, CA, FAICD, FCIS, FGIA

Mr Ho is an experienced company director having held executive directorships and chief financial

officer roles with a number of ASX listed companies. Mr Ho was executive director of Arthur Yates

& Co Limited, retiring from that position in April 2002. His corporate, general management and

governance experience includes being chief financial officer/finance director of M.S. McLeod

Holdings Limited, Galore Group Limited, the Edward H O’Brien group of companies.

Mr Ho is currently the chairman of ASX listed Bioxyne Limited (ASX: BXN) and Cannasouth

Limited (NZX: CBD) and a non-executive director of Greenland Minerals Limited (ASX: GGG). He

was previously chairman of Greenland Minerals Limited, Esperance Minerals Limited and Credit

Intelligence Limited and a non-executive director of Hastings Technology Metals Limited. Mr Ho

was the past non-executive chairman of St. George Community Housing Limited (November

2002 to December 2009) where he successfully grew the NGO to be one of New South Wales

leading community housing companies.

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

which has since merged with Ernst & Young. Mr Ho holds a Bachelor of Commerce degree

from the University of New South Wales and is a member of Chartered Accountants Australia

and New Zealand and a fellow of the Australian Institute of Company Directors, Institute of

Chartered Secretaries and Administrators, and Governance Institute of Australia.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 17
DIRECTORS’ REPORT

Mr Christopher Horn

Non-Executive Director and Chair of the Audit, Finance and Risk Committee.

Appointed November 2013

Qualifications: B.Com FCA

Mr Horn is an experienced business executive and has acted in a number of management roles

including 20 years as a partner of KPMG and its predecessor firms. He is a director of a number of

private companies across a broad range of business activities including corporate advisory, financial

services and funds management.

Mr Horn is a Commerce graduate from the University of New South Wales and a Fellow of

Chartered Accountants Australia and New Zealand.

Ms Juliet Hull

Executive Director (and current acting CEO) and member of the Remuneration and Nomination

Committee

Appointed 10 September 2020

Qualifications: B.Nurse, MBA MHSM

Ms Hull was until January 2021 the NZ General Manager/Country Director of Johnson & Johnson

Medical (J & J), a director of the ANZ Johnson & Johnson Medical Executive Board, a director of

MTANZ (Medical Technology Association of NZ) and a member of both the APAC Regional Leadership

team for J & J’s Orthopaedics and Ethicon Divisions.

Ms Hull is a senior executive with more than 20 years’ experience in Asia Pacific markets in Healthcare

sales, marketing and leadership. Ms Hull is currently acting as the interim CEO of TruScreen.

Ms Hull holds a Master of Business and Administration (Macquarie Graduate School of Management,

Sydney, Australia) and Bachelor of Nursing (Auckland University of Technology), Auckland, New Zealand.

Ms Hull is currently a non-executive director of Cannasouth Limited (NZX: CBD).


Dr Dexter Cheung

Non-Executive Director and member of the Risk, Finance and Audit Committee

Appointed 1 March 2021

Qualifications: B.Tech (Hons), M.Eng (Hons), PhD

Dr. Cheung is an experienced medical device engineer and specialist in product research and

development, with more than 20 years’ experience. He is the Research & Development Manager of

the respiratory humidification division of Fisher & Paykel Healthcare, an NZX/ASX listed healthcare

company and a global leader in respiratory medical devices.

Dr. Cheung holds a first-class honours degree in Bachelor of Technology, a Master of Engineering

(first class honours) degree and a Doctor of Philosophy (in physics) from his alma mater, University

of Auckland.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 17

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 18
INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY

The following relevant interests in shares and options of the Company or a related body corporate

were held by the directors and key management personnel as at the date of this report. All shares

are beneficially held.

DIRECTORS’ REPORT

SHARES

Director

Number of fully paid

ordinary shares

Number of fully paid

ordinary shares

20222021

Anthony Ho3,600,0003,600,000

Christopher Horn2,050,0002,050,000

Juliet Hull--

Dexter Cheung100,000-

OPTIONS

DirectorNumber of optionsNumber of options

20222021

Anthony Ho2,000,0003,000,000

Christopher Horn1,000,0001,000,000

Juliet Hull1,000,000-

Dexter Cheung1,000,000-

DIVIDENDS

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

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

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

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

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

arise from their position as directors of the consolidated entity, except where the liability arises out

of conduct involving a lack of good faith.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 19
REMUNERATION REPORT

This report outlines the remuneration arrangements in place for key management personnel of

TruScreen Group Limited for the financial year ended 31 March 2022.

Remuneration philosophy

The performance of the company depends upon the quality of the directors and executives. The

philosophy of the company in determining remuneration levels is to:

• set competitive remuneration packages to attract and retain high calibre employees;

• link executive rewards to shareholder value creation; and

• establish appropriate, demanding performance hurdles for variable executive remuneration.

Remuneration Committee

The Remuneration Committee of the Board of Directors of the Group is responsible for determining

and reviewing compensation arrangements for the directors and the senior management team.

The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration

of directors and senior executives on a periodic basis by reference to relevant employment market

conditions with an overall objective of ensuring maximum stakeholder benefit from the retention of a

high quality Board and executive team.

Remuneration structure

In accordance with best practice corporate governance, the structure of non-executive director and

executive remuneration is separate and distinct.

Non-executive director remuneration

The Board seeks to set aggregate remuneration at a level that provides the Company with the

ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable

to shareholders.

The NZX Listing Rules specify that the aggregate remuneration of non-executive directors shall be

determined from time to time by a general meeting. The latest determination was at the Annual

General Meeting held on 27 August 2019 when shareholders approved an aggregate remuneration

of up to $300,000 per year.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in

which it is apportioned amongst directors is reviewed annually. The Board considers the fees paid

to non-executive directors of comparable companies when undertaking the annual review process.

Each director receives a fee for being a director of the Company.

The remuneration of non-executive directors for the period ended 31 March 2022 is detailed in the

remuneration of directors and named executives section of this report on page 20.

DIRECTORS’ REPORT

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 20
DIRECTORS’ REPORT

REMUNERATION OF KEY MANAGEMENT AND PERSONNEL

Senior manager and executive director remuneration

Remuneration consists of fixed remuneration, and performance incentives in the form of share

options. In addition to Company employees and directors, the Company may contract key consultants

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

Fixed Remuneration

Fixed remuneration is reviewed annually by the Remuneration Committee. The process consists of a

review of relevant comparative remuneration in the market and internally and, where appropriate,

external advice on policies and practices. The Committee has access to external, independent

advice where necessary. Fixed remuneration is paid in the form of cash payments.

The fixed remuneration component of the key management personnel is detailed in the tables below.

KEY MANAGEMENT PERSONNEL REMUNERATION FOR THE YEAR ENDED 31 MARCH 2022

Short-term

Benefits

Post

Employment

Benefits

Share

Based

Payments

$

Salary & Fees

$

Superannuation

$

TOTAL

$

2022202220222022

Director

Anthony Ho90,000--90,000

Christopher Horn60,000--60,000

Juliet Hull254,486-32,750287,236

Dexter Cheung50,000-32,75082,750

Other Key Management

Edmond Capcelea212,20020,9554,000237,155

Guy Robertson121,521--121,521

788,20720,95569,500878,662

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 21
KEY MANAGEMENT PERSONNEL REMUNERATION FOR THE YEAR ENDED 31 MARCH 2021

Short-term

Benefits

Post

Employment

Benefits

Share

Based

Salary & Fees

$

Superannuation

$

Payments

$

TOTAL

$

2021202120212021

Director

Anthony Ho80,833--80,833

Christopher Horn50,833--50,833

Juliet Hull36,904--36,904

Christopher Lawrence36,667--36,667

Con Hickey17,879--17,879

Dexter Cheung4,167--4,167

Other Key Management

Edmond Capcelea174,44316,572-191,015

Guy Robertson103,451--103,451

Victoria Potarina*535,19723,049-558,246

1,040,37439,621-1,079,995

*Includes termination payment of $257,042

Options held by Directors and Key Management Personnel

2,500,000 options were issued to directors and senior management during the year, with an exercise

price of $0.10 and an expiry date of 7 September 2024. 8,500,000 options were issued to directors

and key management personnel previously with an exercise price of 15 cents and an expiry date of

27 August 2022.

DIRECTORS’ REPORT

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 22
DIRECTORS’ REPORT

Employees Remuneration

Nine employees of the Group, not being directors, during the period ended 31 March 2022, received

remuneration and other benefits in their capacity as employees, the value of which was or exceeded

$100,000 per annum.

The number of such employees or former employees in brackets of $10,000 was:

Employee RemunerationNumber of Employees

$100,000 to $110,0002

$110,000 to $120,0002

$130,000 to $140,0001

$140,000 to $150,0001

$160,000 to $170,0001

$180,000 to $190,0001

$230,000 to $240,0001

DIRECTORS’ MEETINGS

The number of meetings of directors (including meetings of committees of directors) held during the

year and the number of meetings attended by each director was as follows:

DirectorDirector MeetingsAudit Committee

Remuneration

Committee

Attended

Eligible to

Attend

Attended

Eligible to

Attend

Attended

Eligible to

Attend

Mr Anthony Ho1212--11

Mr Christopher Horn12122211

Ms Juliet Hull1212----

Mr Dexter Cheung121222--

In addition, four circular resolutions were signed by the board during the period.

Remuneration of Auditors

The following amounts are payable to the Company’s auditors for the year ended 31 March 2022.

Auditor’s remuneration – RSM Hayes Audit

Fees for the audit of the financial statements $92,899

On behalf of the Board as at 30 June 2022

Anthony Ho

Chairman

Christopher Horn

Director

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 23
Financial Statements

& Auditor’s Report

for the year ended 31 March 2022

Consolidated Statement of Profit or Loss

and Other Comprehensive Income

24

Consolidated Statement of Financial Position25

Consolidated Statement of Changes in Equity26

Consolidated Statement of Cash Flows27

Notes to the Financial Statements28

Independent Auditor’s Report56

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 23

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 24
CONSOLIDATED STATEMENT OF PROFIT OR

LOSS AND OTHER COMPREHENSIVE INCOME

for the year ended 31 March 2022

Note

2022

$

2021

$

Revenue from the sale of goods61,678,4651,132,641

Other income6973,914843,274

Inventories used(1,155,725)(732,603)

Write off of obsolete inventory(181,217)-

Employee benefit expenses and directors’ fees7(991,911)(1,180,425)

Administration(347,808)(403,638)

Research and development expenses(1,498,629)(1,288,197)

Rent(54,139)(40,876)

Travel(4,969)(4,192)

Marketing & product approvals(716,923)(618,281)

Insurance(116,191)(85,196)

Shareholder relations & services(117,877)(295,163)

Foreign exchange loss-(136,200)

Amortisation & depreciation7(592,715)(646,598)

Provision for impairment plant and equipment13(198,847)-

Provision for impairment of intangible assets14(4,423,287)-

Finance costs-(34,556)

Share based payments19(144,813)-

Loss before income tax(7,892,672)(3,490,010)

Income tax expense8--

Loss for the period(7,892,672)(3,490,010)

Other comprehensive income

Item that may be reclassified subsequently to profit or loss

Exchange differences on translating foreign subsidiary

operations

(166,281)500,136

(166,281)500,136

Total comprehensive loss for the period(8,058,953)(2,989,874)

Basic and diluted loss per share (cents)18(2.18)(1.08)

The accompanying notes form part of these financial statements.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 25
CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

as at 31 March 2022

Note

2022

$

2021

$

CURRENT ASSETS

Cash and cash equivalents92,797,0045,255,074

Other receivables10601,554558,485

Trade receivables10275,447-

Goods and services tax recoverable36,78244,233

Inventories11496,887732,574

Other current assets – prepayments179,270105,931

TOTAL CURRENT ASSETS4,386,9446,696,297

NON-CURRENT ASSETS

Plant and equipment13-307,092

Intangible assets14-5,001,302

TOTAL NON-CURRENT ASSETS-5,308,394

TOTAL ASSETS4,386,94412,004,691

CURRENT LIABILITIES

Trade and other payables15807,374452,594

Provision for employee benefits16140,385205,373

TOTAL CURRENT LIABILITIES947,759657,967

NON-CURRENT LIABILITIES

Provision for employee benefits1644,13437,633

TOTAL NON-CURRENT LIABILITIES44,13437,633

TOTAL LIABILITIES991,893695,600

NET ASSETS3,395,05111,309,191

EQUITY

Issued capital1734,550,04834,550,048

Share option reserve17450,813306,000

Foreign currency translation reserve20(380,844)(214,563)

Accumulated losses(31,224,966)(23,332,294)

Total Equity3,395,05111,309,191


On behalf of the Board as at 30 June 2022



Anthony Ho

Chairman

The accompanying notes form part of these financial statements.

Christopher Horn

Director

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 26
CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

The accompanying notes form part of these financial statements.

for the year ended 31 March 2022

Note

Share

Capital

$

Accumulated

Losses

$

Foreign

Currency

Translation

Reserve

$

Option

Reserve

$

To ta l

$

Balance at 1 April 202134,550,048(23,332,294)(214,563)306,00011,309,191

Loss for the year to 31

March 2022

-(7,892,672)--(7,892,672)

Exchange differences

on translating foreign

subsidiary operations

20--(166,281)-(166,281)

Total comprehensive

income for the year

--(166,281)-(8,058,953)

Transactions with owners, in their capacity as owners

Transfer to share based

payments

---144,813144,813

Total transactions with

owners

---144,813144,813

Balance at 31 March 202234,550,048(31,224,966)(380,844)450,8133,395,051

Note

Share

Capital

$

Accumulated

Losses

$

Foreign

Currency

Translation

Reserve

$

Option

Reserve

$

To ta l

$

Balance at 1 April 202027,492,050(19,842,284)(714,699)306,0007,241,067

Loss for the year to 31

March 2021

-(3,490,010)--(3,490,010)

Exchange differences

on translating foreign

subsidiary operations

20--500,136-500,136

Total comprehensive

income for the year

-(3,490,010)500,136-(2,989,874)

Transactions with owners, in their capacity as owners

Issue of shares 177,489,968---7,489,968

Share issue cost17(431,970)---(431,970)

Total transactions with

owners

7,057,998--7,057,998

Balance at 31 March 202134,550,048(23,332,294)(214,563)306,00011,309,191

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 27
CONSOLIDATED STATEMENT

OF CASH FLOWS

for the year ended 31 March 2022

Note

2022

$

2021

$

CASH FLOW FROM OPERATING ACTIVITIES

Cash received from customers 1,434,2641,242,595

Cash paid to suppliers and employees including GST(4,586,932)(4,282,506)

Cash received from research and development tax offset1(f)620,888689,167

Government assistance and grants123,535268,717

Short-term lease payments not included in lease liability(123,775)(73,978)

Interest paid-(35,146)

Interest received3231,820

Net cash from operating activities21(2,531,697)(2,189,331)

CASH FLOW TO INVESTING ACTIVITIES

Purchase of plant and equipment(2,662)(97,524)

Net cash to investing activities(2,662)(97,524)

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of shares17-7,489,968

Share issue costs-(431,970)

Repayment of borrowings-(410,280)

Net cash from financing activities-6,647,718

Net (decrease)/increase in cash and cash equivalents(2,534,359)4,360,863

Cash and cash equivalents at the beginning of the financial

year

5,255,0741,024,153

Effects of exchange rate changes on cash and cash

equivalents

76,289(129,942)

Cash and cash equivalents at the end of the financial year92,797,0045,255,074

The accompanying notes form part of these financial statements.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 28
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information

These consolidated financial statements and notes represent those of TruScreen Group Limited

and its subsidiaries (the “Group”). References to “TruScreen” is used to refer to TruScreen Group Limited

(the “Company”).

The parent company, TruScreen Group Limited, is the ultimate legal parent company of the Group

and is a limited liability company incorporated and domiciled in New Zealand. It is registered under

the Companies Act 1993. TruScreen is listed on the NZX and on the ASX as an ASX Foreign Exempt

Listing. TruScreen is a FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013.

The registered office of the Company is Level 6 Equitable House, 57 Symonds St, Grafton, Auckland

1010, New Zealand. The Group is engaged in the business of the development, manufacture and sale

of cancer detection devices and systems.

The financial statements were authorised for issue on 30 June 2022 by the Directors of the company.

Basis of Preparation

These financial statements have been prepared in accordance with and comply with Part 7 of the

Financial Markets Conduct Act 2013 and the NZX Listing Rules.

For the purpose of complying with Generally Accepted Accounting Practice in New Zealand (“NZ

GAAP”) the Group is a Tier 1 for-profit entity. These financial statements comply with NZ GAAP, the

New Zealand equivalent to International Financial Reporting Standards (“NZ IFRS”), and International

Financial Reporting Standards (“IFRS”).

These financial statements have been prepared under the historical costs convention, modified by

the revaluation of certain assets and liabilities as identified in specific accounting policies below.

The principal accounting policies adopted in the preparation of the financial report are set out

below. These policies have been consistently applied to all the periods presented, unless otherwise

stated.

The financial statements have been rounded to the nearest dollar.

a. Going Concern

The Group financial statements have been prepared on a going concern basis, which contemplates

the continuity of normal business activity and the realisation of assets and the settlement of liabilities

in the normal course of business.

As disclosed in the financial statements, the Group reports;

• a loss of $7,892,672 (2021: $3,490,010), however this is after depreciation, provision for impairment

and amortisation of non-current assets of $5,214,849 (2021: $646,598).

• net cash outflows from operating and investing activities of $2,534,359 (2021: $2,189,331)

• cash at year end of $2,797,004 (2021: $5,255,074)

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

date of approval of report, which shows that the Group will be able to meet its obligations as and

when they fall due. This forecast is based on achieving significantly higher revenue in 2023 financial

year than in 2022, and also allows for cost reductions implemented early in the 2022 year.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 29
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

a. Going Concern (continued)

Given current market uncertainty and the risk that the forecast revenue growth either is not achieved,

or is delayed beyond the forecast period, the Company has reviewed its cost base and intends to

undertake a capital raising within the next year.

The Board considers the going concern assumption to be appropriate as:

• They consider the operating cash flow forecasts to be achievable, with downside risks able to be

partially mitigated through further cost reduction initiatives if needed; and

• They have confidence in being able to raise required capital, based on the Group’s past history

of successful capital raising.

However, there is material uncertainty in relation to the Group’s ability to meet forecasts and to raise

additional capital, if and when required. These factors may cast significant doubt on the entity’s

ability to continue as a going concern.

If the going concern assumption is not valid, the consequence is the Group may be unable to realise

the value in its assets and discharge its liabilities in the normal course of business, noting that the

Group has booked a Provision for Impairment of $4.6 million against its non-current assets as at 31

March 2022.

b. Principles of Consolidation

TruScreen Pty Limited is the wholly owned subsidiary of TruScreen Group Limited which was specifically

incorporated for the purposes of acquiring the TruScreen Pty Limited business (the “Transaction”).

TruScreen Group Limited is the legal acquirer, and legal parent of the Group.

For financial reporting purposes, aspects of “reverse acquisition” accounting are relevant. Specifically,

the rules require that TruScreen Pty Limited be treated as the accounting acquirer of TruScreen

Group Limited due to the fact that the owners of TruScreen Pty Limited owned the largest single

minority voting interest in the resulting Group, post Transaction which occurred in 2014.

The Transaction has been accounted for as a continuation of the financial statements of TruScreen

Pty Limited, together with a deemed issue of shares, equivalent to the shares held by the former

shareholders of TruScreen Group Limited. This deemed issue of the shares is, in effect, a share-based

payment transaction whereby TruScreen Pty Limited is deemed to have received the net assets of

TruScreen Group Limited.

As such, the consolidated financial statements are issued in the name of the legal Parent, TruScreen

Group Limited, but are a continuation of the financial statements of the legal subsidiary TruScreen

Pty Limited.

The Group financial statements also include:

• TruScreen Ltd (UK) which was incorporated on 6 November 2013

• TruScreen S. de R.L de C.V which was incorporated on 17 August 2017

Subsidiaries

Subsidiaries are all entities over which the Company has control. The Company controls an entity

when it is exposed to, or has rights to, variable returns from its involvement with the entity and has

the ability to affect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Company.

They are deconsolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between group

companies are eliminated. Unrealised losses are also eliminated unless the transaction provides

evidence of the impairment of the asset transferred.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 30
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

c. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to

the chief operating decision-maker. The chief operating decision-maker has been identified as the

TruScreen Group Limited Group Board. To date the operations have been reported as one segment.

Accordingly:

• the segment results are as reported in the Statement of Profit or Loss and Other Comprehensive

Income.

• the segment assets and liabilities are as in the Statement of Financial Position.

d. Foreign Currency Translation

Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency

that best reflects the economic substance of the underlying events and circumstances relevant to

that entity (the “functional currency”). The financial statements are presented in New Zealand dollars,

which is TruScreen Group Limited’s functional currency.

The functional currencies of the subsidiaries are:

SubsidiaryCountry of IncorporationFunctional Currency

TruScreen Pty LimitedAustraliaAustralian dollar

TruScreen Ltd (UK)UKGreat Britain Pound

TruScreen S. de R.L. de C.V.MexicoMexican peso

Transactions and balances

For each entity in the Group, transactions in currencies other than the functional currency are

translated at the foreign exchange rate ruling at the date of the transaction. Foreign exchange

gains and losses resulting from the settlement of such transactions and from the translation of

monetary assets and liabilities denominated in foreign currencies at reporting date exchange rates

are recognised as part of the loss for the period. Non-monetary items that are measured in terms of

historical cost in a foreign currency are translated using the exchange rate at the date of the initial

transaction.

Translation of group companies’ functional currency to presentation currency

Assets and liabilities of all of the Group companies that have a functional currency that differs from

New Zealand dollars are translated to the presentation currency at foreign exchange rates ruling

at the reporting date of the Statement of Financial Position. Income and expenses are translated

using the rate approximating the date of the transaction. All differences arising from the translation

of foreign operations are recognised in the foreign currency translation reserve through other

comprehensive income. Exchange difference on monetary items forming part of the net investment

in foreign operations are recognised through other comprehensive income.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 31
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

e. Revenue Recognition

The Group’s revenue is derived from selling goods with revenue recognised at a point in time when

control of the goods has transferred to the customer. This is generally when the goods are dispatched

from the Group’s warehouse. There is limited judgement needed in identifying the point control

passes: once physical delivery of the products to the agreed location has occurred, the group no

longer has physical possession, usually will have a present right to payment (as a single payment

on delivery) and retains none of the significant risks and rewards of the goods in question. In limited

circumstances the Group will offer credit.

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

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

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

performance obligations and hence no revenue is allocated to them.

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

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

outlined in Note 6.

f. Other Income

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

of Australia. Under the 43.5% refundable tax offset programme, 43.5% of eligible research and

development spending incurred by the Group is refundable by the Commonwealth Government.

The Research and Development tax offset is recognised at fair value where there is reasonable

assurance that the grant will be received. The offset does not have to be repaid to the Commonwealth

Government and is treated as income in accordance with NZ IAS 20 – “Accounting for Government

Grants and Disclosure of Government Assistance” and recognised in the same period as the related

research and development expenditure. This is disclosed as other income in the Consolidated

Statement of Profit or Loss and Other Comprehensive Income.

The expenditure for which an offset is claimed is non-deductible and accordingly reduces tax losses

that otherwise would be available to be carried forward.

g. Income Tax

Income tax expense comprises current and deferred tax where applicable. Income tax expense is

recognised in profit and loss except to the extent that it relates to a business combination or items

recognised directly in equity or in other comprehensive income, in which case the tax is recognised

in the same manner as the underlying transaction.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year,

using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax

payable in respect of previous years. Deferred tax is recognised in respect of temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the

amounts used for taxation purposes. Deferred tax is not recognised for the following temporary

differences:

• the initial recognition of assets or liabilities in a transaction that is not a business combination

and that affects neither accounting nor taxable profit or loss; and

• differences relating to investments in subsidiaries to the extent that it is probable that they will

not reverse in the foreseeable future.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 32
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

g. Income Tax (continued)

Deferred tax is measured at the tax rates that are expected to be applied to the temporary

differences when they reverse, based on the laws that have been enacted or substantively enacted

at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable

right to offset current tax liabilities and assets, and they relate to income taxes levied by the same

tax authority on the same taxable entity or on different tax entities, but they intend to settle current

tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused losses, tax credits and deductible temporary

differences, to the extent that it is probable that future taxable profits will be available against

which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting

date and are reduced to the extent that it is no longer probable that the related tax benefit will

be realised.

Additional income taxes that arise from the distribution of dividends are recognised at the same

time as the liability to pay the related dividends is recognised.

h. Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable

value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing

the inventories to their present location on a first-in-first out (FIFO) basis.

i. Goods and Services Tax (GST)

The profit and loss has been prepared so that all components are stated exclusive of GST. All items

in the statement of financial position are stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

j. Statement of Cash Flows

The following is the definition of the terms used in the Statement of Cash Flows:

(i) Investing activities are those relating to acquisition of subsidiaries, the addition, acquisition

and disposal of property, plant and equipment and intangibles;

(ii) Financing activities are those activities which result in changes in the size and composition of

the capital structure of the Group;

(iii) Operating activities include all transactions and other events that are not investing or

financing activities.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 33
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

k. Financial Instruments

Financial assets

The Group classifies its financial assets into one of the categories discussed below, depending on

the purpose for which the asset was acquired. The Group ‘s accounting policy for each category is

as follows:

Amortised cost

These assets arise principally from the provision of goods and services to customers (e.g. trade

receivables), but also incorporate other types of financial assets where the objective is to hold these

assets in order to collect contractual cash flows and the contractual cash flows are solely payments

of principal and interest. They are initially recognised at fair value plus transaction costs that are

directly attributable to their acquisition or issue, and are subsequently carried at amortised cost

using the effective interest rate method, less provision for impairment.

Impairment provisions for current trade receivables are recognised based on an individual analysis of

the collectability of each account. For trade receivables, which are reported net, such provisions are

recorded in a separate provision account with the loss being recognised within administration costs

in the consolidated statement of comprehensive income. On confirmation that the trade receivable

will not be collectable, the gross carrying value of the asset is written off against the associated

provision.

Impairment provisions for receivables from loans to related parties are recognised following a review

of each receivable every six months.

From time to time, the Group elects to renegotiate the terms of trade receivables due from customers

with which it has previously had a good trading history. Such renegotiations will lead to changes

in the timing of payments rather than changes to the amounts owed and, in consequence, the

new expected cash flows are discounted at the original effective interest rate and any resulting

difference to the carrying value is recognised in the consolidated statement of comprehensive

income (operating profit) as part of the impairment expense.

The Group’s financial assets measured at amortised cost comprise trade receivables, cash and cash

equivalents and related party loans in the consolidated statement of financial position.

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term

highly liquid investments with original maturities of three months or less.

Financial liabilities

The Company/Group classifies all financial liabilities as measured at amortised cost based on the

purpose for which the liability was acquired. The Company/Group’s accounting policy is as follows:

Other financial liabilities

Other financial liabilities include the following items:

Trade payables and borrowings, which are initially recognised at fair value and subsequently carried

at amortised cost using the effective interest method.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 34
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

l. Plant and Equipment

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

Depreciation

The depreciable amount of all plant and equipment is depreciated over the asset’s useful life to the

Group commencing from the time the asset is held ready for use.

The depreciation rates used for depreciable assets plant and equipment range between:

• Office Equipment - 16.67% and 50% diminishing value; and

• Manufacturing Plant – 20% straight line.

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if

appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s

carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount.

These gains or losses are recognised in the profit or loss.

m. Impairment - Non-Financial Assets

The carrying amounts of the Group’s non-financial assets, other than inventories are reviewed at

each reporting date to determine whether there is any indication of impairment. If any such indication

exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash generating unit (“CGU”) is the greater of its value in

use and its fair value less costs to sell. When determining value in use, estimated future cash flows

will be discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of

impairment testing, assets that cannot be tested individually are grouped together into the smallest

group of assets that generates cash inflows from continuing use that are largely independent of the

cash inflows of other assets.

All intangibles have been treated as one cash generating unit. Cash inflows cannot be identified to

particular intangible assets or particular groups of intangible assets. This is as the cash flows arising

from the cancer detection business requires utilisation of all the particular intangibles.

Impairment losses are recognised in the profit and loss and is a non-cash expense. Impairment

losses recognised in respect of CGU’s reduce the carrying amounts of the assets in the CGU on a

pro-rata basis.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 35
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

n. Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets

with finite useful lives are subsequently amortised over the useful economic life and assessed

for impairment whenever there is an indication that the intangible asset may be impaired. The

amortisation period and the amortisation method for an intangible asset with a finite useful life are

reviewed at least at each financial year end.

Intellectual Property of the Group is stated at cost less any impairment losses and are amortised on

a straight-line basis over the estimated economic life of 20 years.

Research & Development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical

knowledge and understanding, is recognised in the profit and loss as incurred.

Development costs are capitalised where future benefits are expected to exceed those costs,

otherwise such costs are recognised in the profit and loss in the period in which they are incurred.

Development activities involve a plan or design for the production, and the development or

enhancement of new or substantially improved products and processes. Development expenditure is

capitalised only if development costs can be measured reliably, the product or process is technically,

or commercially feasible, future economic benefits are probable, and the Group intends to and

has sufficient resources to complete development and to use or sell the asset. The expenditure

capitalised includes the cost of materials, direct labour, overhead costs that are directly attributable

to preparing the asset for its intended use, and capitalised borrowing costs.

o. Share Capital

Ordinary shares are classified as capital. Incremental costs directly attributable to the issue of new

shares or options are shown in equity as a deduction, net of tax, from the proceeds.

p. Employee Benefits

An accrual is made for the Company’s liability for employee benefits arising from services rendered

by employees to the end of the reporting period.

Employee benefits that are expected to be settled wholly within one year have been measured at

the amounts expected to be paid when the liability is settled on an undiscounted basis. Employee

benefits payable later than one year have been measured at the present value of the estimated

future cash outflows to be made for those benefits. In determining the liability, consideration is

given to employee wage increases and the probability that the employee may not satisfy vesting

requirements. Those cash flows are discounted using market yields on national government bonds (of

the country where the employment contract exists) with terms to maturity that match the expected

timing of cash flows.

q. Share Based Incentive Plan

The Group operates a share-based incentive plan under which the entity receives services from

employees and consultants as consideration for equity instruments of the Group. The fair value of the

employee services received in exchange for the grant of the instruments is recognised as an expense

over the vesting period.

The total amount to be expensed is determined by reference to the fair value of the awards granted.

At the end of each reporting period, the Group revises its estimates of the number of awards that are

expected to vest based on the service conditions. It recognises the impact of the revision to original

estimates, if any, in the profit or loss, with a corresponding adjustment to equity.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 36
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 2. ADOPTION OF NEW AND REVISED STANDARDS

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

presentation, measurement or recognition of reportable items relevant to the Group.

NOTE 3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

The Company makes estimates and assumptions concerning the future that affects the amounts

reported in the financial statements. Estimates and judgments are continually evaluated and

based on historical experience and other factors, including expectations of future events that are

believed to be reasonable under the circumstances. The estimates will, by definition, seldom equal

the related actual results. The estimates and assumptions that have a significant risk of causing

material adjustments to the carrying amounts of assets and liabilities within the next financial year

are discussed below:

• Going Concern

Refer note 1 “a”

• Revenue from Contracts with Customers

The application of NZ IFRS 15: Revenue from contracts with customers (NZ IFRS 15) requires the Directors

to apply judgement in determining whether revenue can be recognised in advance of the receipt of

cash.

The significant judgements adopted by the Group in applying NZ IFRS 15 criteria include:

• Determining if a contract with the customer exists;

• Determining if the entity can identify the payment terms for the services; and

• Determining whether it is probable that the entity will collect the consideration to which it is

entitled.

• Intangibles

The carrying value of intangibles include acquired intellectual property and development costs

capitalised in accordance with the accounting policy for research and development.

The Directors tested the intangibles for impairment, at the reporting date, by having management

prepare a series of cash flows of the Group (the cash-generating unit), based on the expectations

about possible variations in the amount or timing of those cash flow, and the choice of a suitable

discount rate to calculate the present value of those cash flows. Note 14 provides detailed information

about the valuation techniques, inputs and key assumptions used in the testing for impairment.

Given the significant uncertainty associated with macro-economic events, the Directors have

determined to provide for the intangible assets in full during the current year as outlined in Note 14.

• Recognition of deferred taxation assets

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

as disclosed in Note 8.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 37
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

• Estimate of the Research and Development tax offset

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

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

returns. The Group estimates the amount of the offset assisted by external consultants, accounting

for the amount as a receivable at year end.

• Share based payments

The Directors valued share options issued to Directors and consultants during the year using the Black &

Scholes method based on the assumptions and details in note 19. As the share options have fully vested

the value of the share options have, as required by the accounting standards, been fully expensed.

This is a non-cash expense and has no impact on the Group’s cash flow.

NOTE 4. FINANCIAL RISK MANAGEMENT

In the normal course of business, the Group is exposed to a variety of financial risks including foreign

currency, interest rate, credit and liquidity risks. The Group’s overall risk management strategy focuses

on minimising the potential negative economic impact of unpredictable events on the Group’s

financial well-being.

Details of the significant accounting policies and methods adopted, including criteria for recognition

and the basis of measurement are disclosed in Note 1 Summary of Significant Accounting Policies.

The Group to date has not entered into any derivative financial instrument contracts.

The totals for each category of financial instrument are as follows:

FINANCIAL INSTRUMENTS BY CATEGORY

Note

2022

$

2021

$

Financial assets (held at amortised cost)

Cash and cash equivalents92,797,0045,255,074

Trade and other receivables

Trade receivables subject to credit risk10275,447-

Total financial assets at amortised cost3,072,4515,255,074

Financial liabilities (held at amortised cost)

Trade and other payables15807,374452,494

Total financial liabilities at amortised cost807,374452,494

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 38
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

Market Risk

Foreign currency risk

Foreign currency risk is the risk that price changes from fluctuating exchange rates will reduce

the carrying amount of financial assets or increase the carrying amount of financial liabilities. The

Group operates internationally and is exposed to foreign exchange risk arising from various currency

exposures, but principally Australian and United States Dollars. Foreign exchange risk arises on certain

cash and cash equivalents, receivables and liabilities denominated in foreign currencies.

This risk is managed by placing contracts for supply of product in the same currency as the sales of

those products occur wherever possible.

The carrying amounts of the Group’s financial assets and liabilities denominated in currencies other

than the functional currencies expressed in $NZ at the reporting date are as follows:

AssetsLiabilities

2022

$

2021

$

2022

$

2021

$

USD1,083,695478,479214,718-

GBP 30,89826,528--

NZD

1

1,876,4873,519,5699,554-


Sensitivity analysis

The following table details the Group’s sensitivity to a 10% increase or decrease in NZD against the

relevant foreign currencies. 10% represents management’s assessment of a reasonably possible

change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency

denominated monetary items and adjusts their translation at the year-end for a 10% change in

foreign currency rates. A positive number below indicates an increase in profit where NZD weakens

10% against the relevant currency. For a 10% strengthening of NZD against the relevant currency, there

would be an equal and opposite impact on the profit, and the balances below would be negative.

Effect on profit after tax and equity: 10% weakening in NZD

2022

$

2021

$

USD86,89847,848

GBP 3,0902,653

NZD

1

186,393351,957

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

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 39
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

Interest rate risk

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

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

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

exposure to interest rate risk.

The Group is exposed to interest rate risk on cash flows through cash at bank which is earning

interest at a floating rate of:

• Nil% of NZ$56,140 (2021: 0.10% of NZ$1,060,384) on cash held in AUD.

• Nil% of NZ$1,901,180 (2021: Nil% of NZ$3,689,139) on cash held in NZD.

• 0.50% of NZ$30,898 (2021: 0.50% of NZ$26,528) on cash held in GBP.

• Nil of NZ$808,248 (2021: Nil of NZ$478,479) on cash held in USD.

The interest rate risk on bank balances is minimal as the value is not material and unlikely to

become so.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge its obligations and

as a result the Group will suffer financial loss.

With respect to credit risk arising from cash and cash equivalents there is limited credit risk. The credit

rating of cash at bank and term deposits are:

CREDIT RATING – STANDARD AND POOR’S

Note

2022

$

2021

$

Cash at bank

S&P short term rating A-1+2,765,5685,228,002

S&P short term rating A-130,89826,528

92,796,4665,254,530

Details of the exposure to credit quality of receivables, the age of receivables that are past due and

any impairment are disclosed in Note 10 to the financial statements.

In relation to customer credit risk the Company will deal with established distributors, government or

aid agencies sponsored by government.

With respect to credit risk arising from accounts receivable, it is the Group’s policy to only enter into

agreements with parties who the Group assesses to be creditworthy. Accounts receivable balances

are monitored on an ongoing basis and overdue accounts are followed up rigorously.

The maximum exposure to credit risk from trade receivables subject to credit risk as at 31 March 2022

amounted to $275,447 (2021: $Nil) refer to Note 10.

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

from the Australian Government.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 40
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulties in meeting obligations associated with

financial liabilities that are settled by delivering cash or another financial asset. The table below shows

the maturity analysis for the contractual undiscounted cash flows for financial liabilities:

Financial Liabilities

Carrying

amount

Total

contractual

cash flows

Not later

than three

months

Later than 3

months and

not later

than 1 year

Group 2022$$$$

Trade and other payables807,374807,374807,374-

Financial Liabilities

Carrying

amount

Total

contractual

cash flows

Not later

than three

months

Later than 3

months and

not later

than 1 year

Group 2021$$$$

Trade and other payables452,494452,494452,494-

The Company and Group manage liquidity risk by undertaking a rolling twelve month cash flow forecast

monthly, and holding adequate cash and cash equivalent assets.

(a) Fair value

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

cash equivalents approximate their carrying value due to the short term nature of these balances,

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

(b) Capital risk management

There are no external capital requirements.

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

meet their liabilities as they fall due.

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

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 41
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 5. SEGMENT INFORMATION

The Group operates in one operating segment. It owns the rights to the TruScreen Cervical Cancer

screening device. The device comprises a medical device and process designed to detect the

presence in real time of precancerous and cancerous tissue on the cervix.

Revenues have been obtained from external customers (distributors) as follows:


FINANCIAL INSTRUMENTS BY CATEGORY

2022

$

2021

$

Information about products and services

Total Revenues from external customers 1,678,4651,132,641

Information about geographical areas

Foreign country:

Mexico105,95456,298

China1,218,297884,076

Russia16,54659,373

Vietnam72,353123,492

Zimbabwe215,8994,835

Eastern Europe19,880-

MENA (Middle East/North Africa)12,986-

Others16,5504,567

1,678,4651,132,641

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

the customer.

Note

2022

$

2021

$

Non-current assets other than financial assets, by country in

which the entity holds those assets

Foreign country – Australia

Plant and equipment13-307,092

Intangible assets14-5,001,303

Total non-current non-financial assets-5,308,395

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 42
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

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

31 March 2022 and or 31 March 2021:


20222021

$%$%

China1,218,29773884,07678

Vietnam72,3534123,49211

Zimbabwe215,89913--

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

segment.

NOTE 6. REVENUE

2022

$

2021

$

Sales revenue - sale of goods

1


Wholesalers/distributors1,462,5661,127,350

Direct to customer215,8995,291

1,678,4651,132,641

Other income

Research and development tax offset

2

- Current year593,197549,109

- Prior year adjustment48,83023,628

642,027572,737

Interest received3721,820

Foreign exchange gain103,348-

Government assistance and grants228,167268,717

973,914843,274

1 For a geographical breakdown of revenues see Note 5. Ownership of goods transfers to the distributor/customer on leaving TruScreen’s

premises or that of the outsourced manufacturer when shipped directly to customers.

2 For further detail with regard to the research and development tax offset, refer to note 1(f).

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 43
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 7. EXPENSES

Note

2022

$

2021

$

Loss before income tax includes the following specific

expenses:

Employee benefits expense

Wages and salaries541,832750,372

Staff superannuation – defined contribution plan

1

116,28856,160

Provision for annual leave44,5997,904

Provision for long service leave6,867(11,421)

Directors fees25250,000214,544

Other employee related32,325162,866

991,9111,180,425

Administration and other operating expenses include:

Note

2022

$

2021

$

Audit fees

Fees for audit of financial statements for the year ended

31 March – RSM Hayes Audit

92,89992,547

Total remuneration of auditors92,89992,547

Amortisation of intangible assets14541,086544,565

Depreciation of plant and equipment1351,629102,033

Total amortisation & depreciation592,715646,598

1 TruScreen Pty Limited is required, under Australian employment laws, to pay a prescribed portion of each employee’s salary into a

superannuation scheme.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 44
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 8. INCOME TAX EXPENSE

2022

$

2021

$

Loss for the year(7,892,672)(3,490,010)

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

28% (2021 :28%)

2,209,948977,201

Impact of variation in foreign tax rates (25% for Aus.; 19% for UK) (2021 :

26% for Aus.; 19% for UK)

(234,730)(18,431)

Expenses not deductible for tax in the current period:(1,378,269)(242,492)

Not recognised as a deferred tax asset(596,949)(716,278)

Income tax expense--

The amount of deductible temporary differences and unused tax losses for which no deferred tax

asset is recognised is as follows. These amounts have no expiry date.

2022

$

2021

$

Deductible/(non-deductible) temporary difference:

Foreign exchange losses169,819(83,027)

Other timing differences320,186267,605

490,005184,578

Unused tax losses12,596,84611,591,500

Total 13,086,85111,776,078

The deferred tax asset has not been recognised as the “probable” test that future assessable income

against which those losses can be offset in the countries where those losses have been incurred

cannot be satisfied.

NOTE 9. CASH AND CASH EQUIVALENTS

2022

$

2021

$

Cash on hand538545

Cash at bank2,796,4665,254,529

2,797,0045,255,074

Cash at bank is earning interest at a floating rate at the reporting date it ranged from 0% to 0.5%

(2021: 0% to 0.55%). Cash at bank is at call.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 45
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 10. TRADE AND OTHER RECEIVABLES

CURRENT

2022

$

2021

$

Research and development tax offset601,554558,485

Trade receivables subject to credit risk275,447-

Less provision for uncollectible amounts--

275,447-

877,001558,485

No interest is charged on trade receivables. Refer to Note 6 regarding income from the research and

development tax offset. The Group normally requires cash on delivery. In exceptional circumstances

the Company has extended credit.

The aging analysis of trade receivables past due is as follows:

Consolidated Group

Days Overdue

2022

1 – 60

days

$

90 – 180

days

$

Over 180

days

$

Total past

due

$

Within

terms

$

Trade receivables subject to

credit risk (prior to provision)

56,516---218,931

Days Overdue

2021

1 – 60

days

$

90 – 180

days

$

Over 180

days

$

Total past

due

$

Within

terms

$

Trade receivables subject to

credit risk (prior to provision)

-----

No collateral is held over trade receivables.

NOTE 11. INVENTORIES

2022

$

2021

$

Finished goods at cost117,103275,530

Work in progress379,784457,044

496,887732,574

The Group wrote off $181,217 relating to obsolete parts as it upgraded device design during the year.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 46
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 12. INTERESTS IN SUBSIDIARIES

Subsidiaries are:

Name of Subsidiary

Principal Place of

Business

Ownership Interest held

by the group

20222021

TruScreen Pty LimitedAustralia100%100%

TruScreen Ltd (UK)UK100%100%

TruScreen S. de R.L. de C.V. Mexico100%100%

Principal Activities

TruScreen Pty Limited owns the rights to the TruScreen Cervical Cancer Screening Device. The

device comprises a medical device and process designed to detect the presence in real time of

precancerous and cancerous tissue on the cervix.

TruScreen Ltd (UK) holds the CE mark of quality compliance and will only trade to the extent necessary

to satisfy the minimum requirement for value added tax registration in the United Kingdom and CE

certification. In 2022 TruScreen Ltd (UK) made no sales.

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

NOTE 13. PLANT AND EQUIPMENT

Note

2022

$

2021

$

Plant and equipment at cost 476,891545,560

Accumulated depreciation(278,044)(238,468)

Less provision for impairment(198,847)-

-307,092

Movements in the carrying amount for each class of plant and equipment are as follows:

Note

2022

$

2021

$

Opening net book value307,092295,048

Additions2,36497,524

Depreciation charge7(51,629)(102,033)

Expensed to research and development(55,478)-

Provision for impairment(198,847)-

Foreign currency reserve movement(3,502)16,553

Closing net book value -307,092

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 47
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 14. INTANGIBLE ASSETS

Note

Intellectual

Property

$

Development

cost

$

To ta l

$

Opening balance as at 31 March 20207,313,7392,743,61210,057,351

Net exchange differences arising on the

translation of the financial statements into the

presentation currency

453,499170,122623,621

Balance as at 31 March 20217,767,2382,913,73410,680,972

Net exchange differences arising on the

translation of the financial statements into the

presentation currency

(931,520)(179,739)(1,111,259)

Balance as at 31 March 20226,835,7182,733,9959,569,713

Accumulated Amortisation

Opening balance as at 31 March 2020(1,897,810)(548,720)(2,446,530)

Amortisation recognised during the period7(385,364)(159,201)(544,565)

Net exchange differences arising on the

translation of the financial statements into the

presentation currency

(124,257)(36,743)(161,000)

Balance 31 March 2021(2,407,431)(744,664)(3,152,095)

Amortisation recognised during the period7(381,963)(159,151)(541,114)

Net exchange differences arising on the

translation of the financial statements into the

presentation currency

882,353160,7901,043,143

Balance 31 March 2022(1,907,041)(743,025)(2,650,066)

Impairment

Opening balance impairment 31 March 2020(1,693,629)(686,371)(2,380,000)

Net exchange differences arising on the

translation of the financial statements into the

presentation currency

(105,016)(42,559)(147,575)

Balance impairment 31 March 2021(1,798,645)(728,930)(2,527,575)

Net exchange differences arising on the

translation of the financial statements into the

presentation currency

22,2139, 0 0 231,215

Provision for impairment(3,152,245)(1,271,042)(4,423,287)

Balance impairment 31 March 2022(4,928,677)(1,990,970)(6,919,647)

Carrying amounts

Balance as at 31 March 20203,722,3001,508,5215,230,821

Balance as at 31 March 20213,561,1621,440,1405,001,302

Balance as at 31 March 2022---

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 48
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

Intellectual property acquired is carried at cost less accumulated amortisation and impairment losses.

Intellectual property includes all intellectual property rights in the TruScreen product, including

scientific and technical knowledge, designs, copyright, plans, computer software, financial modelling,

patents, copyright, formulae, processes, methods, inventions, eligible layout rights, market knowledge

and all other intellectual property rights.

At reporting date 11 years and 8 months useful life remained on in use intangible intellectual

property assets.

Development costs consist mainly of costs incurred to produce a new console for TruScreen. The new

console was available for use on 1 April 2016. Amortisation commenced from that date. At reporting

date 13 years useful life remained on capitalised development costs.

The Directors have undertaken a comprehensive Impairment Review (“Review”) of the intangible

assets belonging to the Company at the reporting date. This Review has been undertaken in

compliance with NZ IAS 36 Impairment (‘IAS 36’) and its detailed specifications with the assistance of

an independent consultant.

The cash flow projections adopted for the Review reflect the Director’s considered view of performance

achievability and their recognition that the cash flows of the Group while in the development and

commercialisation phase are inherently uncertain and subject to a number of risks.

The projections relate to the markets in which TruScreen is in the process of establishing its business:

principally China, Vietnam, Eastern Europe and Russia. Achievement of projected results will be

impacted by timing and market scaling aspects and the risks referred to above. These factors have

been catered for by applying appropriate achievement probabilities to the projections.

In particular the Directors have assessed the risk of not meeting the projected device sales and roll

out. These risks have been taken into account in determining the budget for 2023 and the impact on

sales revenue in subsequent years.

The global uncertainties from geopolitical tensions in Ukraine and China’s zero COVID policy will

impact the markets that the Group are in. The Chinese border remains closed from its ongoing COVID

management while the war in Ukraine has potential implications for the Group’s business in Russia.

Given these uncertainties the Directors have resolved to make a provision for the carrying cost of

the remaining intangible assets in the amount of $4.4 million. In arriving at the decision, the directors

considered the impact of a potential prolonged COVID lockdowns in major cities in China, ability to

do business with Russia, and rising inflation and interest rates.

Key elements of the Review

• In compliance with NZ IAS 36 requirements, the measurement of the recoverable amount for the

TruScreen cash generating unit (“CGU”) has been based on using a discounted free cash flow

approach (“DFCF”) to assess the value in use.

• The Directors have adopted the DFCF approach and the sensitivity analysis is based on the

DFCF approach.

Discounted free cash flow (“DFCF”) approach

Overview

• The DFCF approach forecasts future cash flows explicitly for 5 years and assesses a terminal

value of the business at year 5. Gross amounts are firstly reduced to recognise achievement

probabilities given the uncertainties disclosed above and the net cashflow generated are

discounted to present values.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 49
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

Key Inputs and Variables

• Cash flow projections over a 5 year period;

• Terminal growth rate of 2% (2021: 2%), based on long term economic growth prospects;

• The year 2023 is based on budget with revenue being discounted to reflect the ongoing impact of

COVID-19 through to the end of calendar 2022. Revenue for 2023 has been determined by careful

review of each market with growth in subsequent years growing at the rate of between 17% and 100%

per annum for devices, and SUS growth based on average monthly usage for devices in use at the

start of each year plus 50% of devices sold in the year.

• A range of WACC rates was estimated between 20% to 25% to account for time value of money and

associated risks. This is based on current market rates adjusted for business and specific risks. In the

final determination a post tax rate of 24% (25.7% pre tax) was used.

DFCF Approach Result

• Based on the range of modelling, the range of possible outcomes suggested that factoring in these

uncertainties, the recoverable amount was nil.

• Given the significant uncertainties outline above, the Directors have resolved to book a provision for

impairment for the full carrying value of the intangible assets.

• In the event that the uncertainties referred to above are resolved, the Group achieves its 2023 budget,

and the Directors have confidence in the projections for the subsequent years, consideration will be

given re-establishing the intangible assets to an appropriate level.

Review Conclusion

• The carrying value of intangibles at 31 March 2022 is $Nil (2021: $5.0m).

NOTE 15. TRADE AND OTHER PAYABLES

CURRENT

2022

$

2021

$

Other payables and accruals807,374452,594

Other payables and accruals are interest free and payable generally on credit terms of 30 days from

receipt of goods or services.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 50
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 16. EMPLOYEE LIABILITIES

CURRENT

2022

$

2021

$

Employee liabilities 140,385205,273

NON-CURRENT

Employee liabilities44,13437,633

184,519243,006

The current portion of employee liabilities in the prior year represents annual leave entitlements of

employees $96,343 and termination payment due of $108,930.

As the Group does not have an unconditional right to defer the settlement of these amounts in the

event employees wish to use their leave entitlement they are classified as current liabilities.

The non-current portion of employee liabilities represents amounts accrued for long service leave

entitlements that have not yet vested as the employees have not yet completed the required period

of service.

NOTE 17. ISSUED CAPITAL

a) Ordinary Shares

Group

2022

Number

2022

$

2021

Number

2021

$

Balance at beginning of the year of fully

paid ordinary shares

362,866,25334,550,048227,534,80427,492,050

Ordinary shares issued

Share issue May 2020 @ $0.05 per share

i

--104,860,0215,242,968

Share issue December 2020 @ $0.07 per

share

ii

--28,571,4282,000,000

Exercise of options

iii

--1,900,000247,000

Share issue costs---(431,970)

Balance at 31 March362,866,25334,550,048362,866,25334,550,048

No particular number of shares are authorised. There is no par value of shares.

All issued ordinary shares carry equal rights in respect of voting and the receipt of dividends, and

upon winding up rank equally with regard to the Company’s residual assets.

Shares were issued during the:

a. current period:

No shares were issued in the current period.

b. prior period:

i. the issue of 104,860,021 new shares at $0.05 per share raising $5.243m. The shares were

issued pursuant to a Share Purchase Plan, 40,000,000, and a share Placement Plan

64,860,021.

ii. the issue of 28,571,428 new shares via a placement and dual listing on the ASX, raising

NZ$2.0 million at NZ$0.07 per share (A$0.065).

iii. the issue of 1,900,000 new shares on exercise of options at NZ$0.13 per share.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 51
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

b) Share Options

Group

2022

Number

2022

Share

Based

Payments

$

Weighted

Average

Exercise

Price

2021

Number

2021

Share

Based

Payments

$

Weighted

Average

Exercise

Price

Balance at beginning

of the year

17,777,363306,00013.9c19,677,363306,00013.9c

Options issued

1

2,500,00069,50010.0c---

Options issued

2

2,500,00075,31310.0c---

Options lapsed

3

(8,777,363)-----

Options exercised---(1,900,000)-13.0c

Balance at end of year14,000,000450,81312.5c17,777,363306,00014.0c

1 Options issued 29 December 2021 to directors and employee

2 Options issued 4 March 2022 to distributors

3 Options lapsed exercise price of 13 cents per share and expiry date 12 July 2021.

NOTE 18. EARNINGS PER SHARE

20222021

Basic and Diluted loss per share:

Net loss attributable to shareholders(7,892,672)(3,490,010)

Weighted average number of ordinary shares on issue$362,866,253$323,761,703

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

average number of shares on issue)

(2.18)(1.08)

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 52
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 19 SHARE BASED PAYMENTS

Options

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

distributors are as follows:

20222021

#$#$

Options on issue at start of period

1

9,000,000306,0009,000,000306,000

Options issued

2

5,000,000144,813--

Options on issue at the end of the period14,000,000450,8139,000,000306,000


Of the issued options, 13,500,000 (2021: 9,000,000) had vested and were exercisable at 31 March 2022.

1 As approved by shareholders on 27 August 2019, the options were issued to Directors and senior managers. Options have been valued

using Black & Scholes model using the following variables: share price at date of issue $0.105 cents, exercise price $0.15 cents, risk free

government bond rate 0.85% and option period of 2.92 years and a share price volatility of 64.4% based on observed historical volatility.

The estimated value of the options at grant date was $306,000. In accordance with accounting standard NZ IFRS 2 the total value of the

options has been expensed as a non-cash share-based payment, notwithstanding that there is no cost to the company or intrinsic value

to the option holders in the year to 31 March 2020.

2 As approved by shareholders on 7 September 2021, the options were issued to Directors and senior managers. Options have been valued

using Black & Scholes model using the following variables: share price at date of issue $0.063 cents, exercise price $0.10 cents, risk free

government bond rate 0.36% and option period of 3.0 years and a share price volatility of 100% based on observed historical volatility. The

options were valued at $81,765 with the vested portion, $69,500, being expensed in the current year.

In addition, the Company issued 2,500,000 to distributors. These options have been valued on the same basis as outlined above with the

vested portion, $75,313, being expensed in the current year.

NOTE 20. RESERVES

The foreign currency translation reserve records exchange differences arising on translation of

TruScreen Pty Ltd from AUD functional currency and TruScreen Ltd (UK) from GBP functional currency

to the presentation currency of the Group (NZD).

The share option reserve records items recognised as expenses on valuation of share options issued

to employees and directors but not yet exercised or lapsed.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 53
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 21. CASH FLOW INFORMATION

2022

$

2021

$

Reconciliation of cash flow from operations with loss after income tax

Loss for the period (7,892,672)(3,490,010)

Adjusted for:

Depreciation and amortisation592,715646,597

Impairment of non-current assets4,622,134-

Share based payment expense144,813-

Unrealised exchange difference arising from translating loss items

at the date of transaction

(146,358)298,477

Operating cash flows before working capital changes(2,679,368)(2,544,936)

(Increase)/decrease in trade and other receivables(275,447)182,018

Decrease/(increase) in goods and services taxes recoverable7,445(26,718)

(Increase)/decrease in prepayments(73,339)30,511

Decrease/(increase) in inventory235,687(228,806)

(Increase)/decrease in research and development tax offset(43,069)125,765

Increase/(decrease) in trade and other payables354,881159,451

(Decrease)/increase in employee liabilities(58,487)113,384

Net cash to operating activities(2,531,697)(2,189,331)

NOTE 22. RELATED PARTY TRANSACTIONS

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

(i) Key management personnel:

Any person(s) having authority and responsibility for planning, directing and controlling the

activities of the entity, directly or indirectly, including any Director (whether executive or

otherwise) of that entity, are considered key management personnel.

For details of disclosures relating to key management personnel, refer to Note 25 - Key

Management Personnel Compensation.

(ii) Other related parties:

Other related parties include entities over which key management personnel have

joint control.

b. Transactions with related parties:

The following transactions occurred with related parties:

(i) The Company issued 2,500,000 options to directors and key management personnel, with

exercise price $0.10 and expiry date 7 September 2024 during the year. The options are fully

vested and an expense of $69,500 was recorded during the year.

(ii) The remuneration for Mrs Juliet Hull in the Directors Report includes $204,486 in consulting

fees for acting a interim CEO.

(iii) A loan on commercial terms of $75,000 was repaid in the prior year, by Mr Martin Dillon, a

previous CEO.

(iv) $60,095 was paid in the previous year to the spouse of the previous CEO, Victoria Potarina, for

information technology consulting.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 54
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 23. CONTINGENT LIABILITIES

TruScreen devices are warranted to be free from defects and to conform to product descriptions

and specifications for a period of one year from the date of original delivery of the TruScreen unit by

the dealer or agent to the customer. It is possible that outflows in settlement could result from the

warranty provided.

As no significant claims have been received to date, no provision has been made in these financial

statements, and any future settlement is expected to be immaterial.

NOTE 24. EVENTS SUBSEQUENT TO REPORTING DATE

There have been no events subsequent to reporting date which would have a material effect on the

Company’s financial statements at 31 March 2022.

NOTE 25. KEY MANAGEMENT PERSONNEL COMPENSATION

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

period are as follows:

2022

$

2021

$

Short-term employment benefits – Directors fees

1

250,000214,544

Short-term employment benefits – Director’s consulting fees

2

204,48612,739

Directors share based payments65,500-

Other key management personnel

3


Short-term employee benefits – Salary333,721556,049

Termination benefits-257,042

Post-employment benefits – Superannuation20,95539,621

Share based payments4,000-

Total employment benefits358,676852,712

Tota l878,6621,079,995


1

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

Director

2022

$

2021

$

Anthony Ho90,00080,833

Christopher Horn60,00050,833

Juliet Hull50,00024,165

Dexter Cheung50,0004,167

Christopher Lawrence-36,667

Con Hickey-17,879

250,000214,544

2 Short-term benefits in the current year of $204,486 (2021: $12,739) were paid by TruScreen Pty Limited, to the Acting CEO. Directors’ fees

and Company Secretary fees were paid by TruScreen Group Limited.

3 A further $38,556 (2021: $38,556) was paid to a company controlled by the Company Secretary, for accounting services.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 55
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

NOTE 26. LICENCE COMMITMENTS

The Group has licence and service fee commitments in the amount of $73,618 (2021: $171,775) for

premises which expires on 20 December 2022. However, this arrangement may be cancelled by

either party with three months’ notice.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 56
Independent Auditor’s Report




Independent Auditor’s Report


To the shareholders of

TruScreen Group Limited



Opinion


We have audited the consolidated financial statements of TruScreen Group Limited and its subsidiaries (the

group), which comprise:


 the consolidated statement of financial position as at 31 March 2022;


 the consolidated statement of profit or loss and other comprehensive income for the year then ended;


 the consolidated statement of changes in equity for the year then ended;


 the consolidated statement of cash flows for the year then ended; and


 the notes to the financial statements, including a summary of significant accounting policies.


In our opinion, the consolidated financial statements on pages 24 to 55 present fairly, in all material respects,

the financial position of the group as at 31 March 2022, and of its financial performance and its cash flows for

the year then ended in accordance with New Zealand equivalents to International Financial Reporting Standards

and International Financial Reporting Standards.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of

the consolidated financial statements section of our report.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor, we have no other relationship with, or interests in, the group.

Material uncertainty related to going concern

We draw attention to Note 1a in the financial statements, which indicates that the group needs to achieve

forecast revenue growth and cost reductions, and obtain additional capital funding to finance its operations. As

stated in Note 1a, these events or conditions, along with other matters explained in Note 1a, indicate that

material uncertainties exist that may cast significant doubt on the group’s ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 57
Independent Auditor’s Report




Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. The key audit matters identified below were

addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have

determined the matters described below to be the key audit matters to be communicated in our report.


Impairment of intangible assets

Why we considered this to be a key audit matter

Intangible assets previously comprised a significant

carrying value relative to the financial position of the

group, with details of these are disclosed in Note 14

to the consolidated financial statements. In the

current year, the group has fully impaired these

assets on the basis of their impairment testing

assumptions, resulting in an expense of $4,423,287.

The level of impairment charge and carrying value of

intangible assets is considered to be a key audit

matter due to the judgements involved in assessing

the recoverable amount for the purposes of

impairment testing as required by NZ IAS 36

Impairment of Assets.

The Group’s forecasts assume a significant increase

in revenue over the forecast period. There is

uncertainty around the timing and quantum of future

revenue and cash flow generation. Previous

forecasts have not been achieved, and a loss has

again been reported for the 2022 financial year –

both creating indicators of impairment at 31 March

2022.

Management performed a review of the carrying

value of the intangible assets as detailed in Note 14.

This review included assessment of risks around the

ability of the Group to achieve forecast revenue

growth and appropriateness of assumptions in order

to determine an estimate of the recoverable amount.

Given both the risks considered in note 14 and the

underlying change in the macro-economic

environment, a higher discount rate has been applied

in 2022 than previously.

Considering the current levels of uncertainty in key

markets in which the group operates, the group

concluded that impairment of the full carrying value of

non-current assets was required.

How our audit addressed this key audit matter

To assess the appropriateness of the impairment

testing and the resulting carrying value of the

group’s intangible assets we conducted a detailed

evaluation of the Group’s cash flow forecast and

impairment testing model as described in Note 14,

including:

 We obtained management’s budget and 5

year forecasts, and gained an

understanding of the key cash flow drivers

and key assumptions;

 We discussed the future business plans

and key assumptions with management

and the directors to ensure the cash flow

forecasts used in the impairment testing

model were consistent with these;

 We assessed the likelihood and timing of

achieving forecast revenue growth;

 We evaluated and challenged how the

impairment testing model accounted for

risks in relation to the extent and timing of

revenue growth given the current trading

conditions. This included assessment of

the impact of disruption from geopolitical

tensions and COVID-19 containment

measures in the jurisdictions where the

Group’s customers reside; and

 We evaluated other key inputs used in the

impairment testing model, including the

discount rate and the terminal growth rate.

We also evaluated the disclosures provided around

intangible assets and the impairment testing

contained in Note 14 to the consolidated financial

statements.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 58
Independent Auditor’s Report




Research and development tax offset receivable

Why we considered this to be a key audit matter

The group obtains research and development tax

offset payments from the Australian Taxation Office

(ATO) in respect of eligible expenditure incurred

towards research and development.

The balance sheet includes a material receivable of

$601,554 at 31 March 2022 for the year’s research

and development tax offset based on expenses

incurred during the financial year, as detailed in note

10.

This receivable is based on an estimated calculation

for the year to 31 March 2022, derived from the

underlying accounting records. Whilst the group

engages assistance from an expert to assist in

preparing the ultimate claim and related

documentation, this is yet to prepared for the 31

March 2022 period, and so this amount remains

outstanding at the date of this report. Accordingly

there is a risk that the balance may not be a

materially correct estimate of the final amount to be

claimed, approved and paid by the ATO.

Judgement is required in assessing the appropriate

amount of tax offset payments that are expected to

be received, given the complexity of the rules and

regulations surrounding the tax incentive payments.

Given the significance of this balance, we consider

this to be a key audit matter.

How our audit addressed this key audit matter


Our procedures included the following:

 We obtained evidence to support the overall

eligibility for the research and development

(R&D) activities related expenditure to be

claimed, including the detailed calculations

that support the amount recognised as a

receivable. We utilised R&D tax incentive

expertise from our Australian network firm to

assist in our assessment of the eligibility of

the proposed claim.

 We also assessed the Group’s history in

lodging and successfully receiving claims in

previous years.

 We obtained a view from the management’s

R&D advisor that the extent of the claim was

expected to be at least the level recorded in

the financial statements, and discussed the

status of the claim with the advisor. We

evaluated the competencies and objectivity

of management’s external R&D tax advisor.

 We perform our own tests of detail on the

underlying records which included

comparison to the related employee time

records and obtaining a sample of supporting

documentation related to the claimed costs

relating to eligible R&D activities.


Other information

The directors are responsible for the other information included in the annual report. The other information

comprises the reports and information on pages 4 to 22 and pages 60 to 69 (but does not include the

consolidated financial statements and our auditor’s report thereon), which we obtained prior to the date of this

auditor’s report. Our opinion on the consolidated financial statements does not cover the other information and

we do not express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information identified above and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements, or our knowledge obtained in the audit, or otherwise appears to be

materially misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in this

regard.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 59
Independent Auditor’s Report




Responsibilities of the directors for the consolidated financial statements

The directors are responsible, on behalf of the group, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand equivalents to International Financial

Reporting Standards and International Financial Reporting Standards, and for such internal control as the

directors determine is necessary to enable the preparation of consolidated financial statements that are free

from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements,

the directors are responsible on behalf of the group for assessing the group’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless those charged with governance either intend to liquidate the group or to cease operations, or

have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements. A further description of the auditor’s responsibilities for the audit of the consolidated financial

statements is located at the XRB’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

Who we report to

This report is made solely to TruScreen Group Limited’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than TruScreen Group Limited and its shareholders, as a body, for our audit work, for this report

or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Jason Stinchcombe.




RSM Hayes Audit 30 June 2022

Auckland

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 60
Governance

The Board and Executives of the Company are committed to

conducting TruScreen’s business ethically and in accordance

with high standards of best practice corporate governance.

The Board will regularly review the Company’s governance structures and processes to ensure

they are consistent both in form, and in substance, with best practice and meet the requirements

of being a listed company of the New Zealand Stock Exchange and the Australian Securities

Exchange.

The primary objective of the Board is to build long-term shareholder value with due regard to

other stakeholder interests. It does this by guiding strategic direction and context and focusing

on issues critical for its successful execution.

TruScreen’s Board Charter sets out the governance principles, authority, responsibilities and

membership and operation of the Board of Directors. This governance statement outlines the

main corporate governance practices as at 31 March 2022.

COMPLIANCE

The Company seeks to follow the best-practice recommendations for listed companies to the

extent that it is appropriate to the size and nature of TruScreen’s operations.

The best practice principles which the Company considers in its governance approach are

the New Zealand Exchange (NZX) Listing Rules and the Australian Securities Exchange (ASX)

Listing Rules relating to corporate governance, the New Zealand Exchange (NZX) Corporate

Governance Best Practice Code, and the New Zealand Financial Market Authority’s (FMA)

Corporate Governance Principles and Guidelines (collectively the “Principles”), and the Australian

Corporate Governance Council’s principles and recommendations.

The structure of this section of the Annual Report reflects the requirements of the FMA’s

Guidelines. The Board’s view is that the Company’s corporate governance principles, policies,

and practices do not materially differ from best practice ‘Principles’.

The structure of the Company’s FY2022 Annual report and Corporate Governance statement

also aligns to reflect the requirements of Foreign Exempt Listing status on the ASX.

The Company’s constitution, the Board and Committee Charters, codes and policies

referred to in this section are available on request or can be viewed on our website at

www.truscreen.com.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 61
GOVERNANCE PRINCIPLES AND GUIDELINES

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

Directors observe and foster high ethical standards.

The Company expects its Directors, Officers, and Employees to act legally, to maintain high ethical

standards, and to act with integrity consistent with TruScreen’s policies, guiding principles and values.

A Code of Ethics sets out these standards for Directors, Officers and Employees.

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

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

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

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

securities.

Conflicts of Interest

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

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

conflicts of interest. The Board maintains an Interest Register.

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

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

Trading in TruScreen Securities

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

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

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

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

matter to be made as appropriate. All proposed transactions need to be approved in line with the

company’s Security Trading Policy.

PRINCIPLE 2 - BOARD COMPOSITION AND PERFORMANCE

The Board has a written charter which sets out the roles and responsibilities of the Board. There is

a balance of independence, skills, knowledge, experience and perspective among Directors that

allows the Board to work effectively.

Board Size and Composition

The Board is comprised of Directors with a mix of qualifications, skills and experience appropriate

to the Company’s current business. As at 31 March 2022 there were 4 Directors on the board. All

Directors act in a non-executive role, however currently one of those Directors is the Acting Chief

Executive Officer. The Constitution provides for the Directors annually to elect one of their number

as Chairperson of the Board.

A biography of each Board member is set out separately in the Directors Report section of the

annual report and on the website.

The board also regularly reviews its composition to ensure it has the right skill set and composition

to maximise the Company’s performance, opportunities and strategic direction. The board has a

procedure for assessing director performance annually.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 62
GOVERNANCE PRINCIPLES AND GUIDELINES

Independence of Directors

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

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

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

and independent judgment.

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

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

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

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

NZX Listing Rules and has determined as follows:

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

Non-Independent Directors because Director is currently acting as Chief Executive Officer: Juliet Hull.

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

number of Independent Directors. Further, the Chairman and the Chairs of the Audit, Finance & Risk

Committee and the Remuneration & Nomination Committee are independent directors.

In terms of the NZX and ASX listing rules, Juliet Hull and Dexter Cheung are ordinarily resident in New

Zealand and Anthony Ho and Christopher Horn are ordinarily resident in Australia.

Responsibilities of the Board and Executive

The business and affairs of the Company are managed under the direction of the Board of Directors

on behalf of shareholders. The Board’s responsibilities include:

• appointment of the Chief Executive Officer and monitoring his/her performance;

• approval of the Company’s objectives and values;

• active engagement in strategic direction formulation and review;

• approval of appropriate Company strategies and transactions involving merger, acquisition or

divestment or other transactions of a material nature;

• review and approval of the Company’s budgets and business plans and monitoring of progress;

• review of key risk identification processes and systems and monitoring the management of risks;

• approval and review of the overall policy framework within which the business of the Company

is conducted including remuneration, financial reporting, compliance, effective internal controls,

treasury management, insider trading, and market disclosure;

• monitor Management’s performance with respect to these matters; and

• communicating and reporting to shareholders.

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

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

delegations have been reviewed in the last three months.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 63
GOVERNANCE PRINCIPLES AND GUIDELINES

Appointment and Retirement of Directors

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

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

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

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

general meeting, along with any appointments made since the previous annual meeting. Included

in the notice of meeting, the board will provide guidance to shareholders as to whether the director

who is seeking election or re-election is endorsed by the non-interested directors.

The company does not pay retirement benefits to any Director on retirement.

Board Processes

The Board has a regular meeting schedule complemented by regular electronic and telephone

communication. The Board meetings and circular resolutions taken by the board are set out in the

Directors Report.

Diversity Policy

The Company has a diversity policy which is on its website and reports annually, in the operations

section of the annual report, relevant statistics.

PRINCIPLE 3 – BOARD COMMITTEES

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

responsibility.

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

and Nomination Committee and the Audit, Finance & Risk Committee. Each Committee has a

specific Charter. Committee members are appointed from members of the Board and membership

is reviewed on an annual basis. All matters determined by committees are submitted to the full Board

as recommendations for Board decision.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 64
GOVERNANCE PRINCIPLES AND GUIDELINES

Remuneration and Nomination Committee

The Remuneration and Nomination Committee comprises of Anthony Ho (chair) and Christopher

Horn. The Committee recommends the remuneration policies and packages, including performance

incentives for the Chief Executive Officer and the Senior Executive team. Independent advice is

obtained as appropriate in regard to remuneration levels and packages. Additionally, the Committee

reviews: the performance of the Chief Executive Officer; succession planning for the Senior Executive

team; succession planning for the Board; risk and compliance monitoring in relation to the human

resources function of the Company; and the Company’s performance in respect of responsible

governance.

This Committee is also responsible for establishing and monitoring remuneration policies and

guidelines for Directors which enable the Company to attract, retain and motivate Directors

to contribute to the successful governing of the Company and create value for shareholders.

External advice is considered in setting the Directors’ fees which in aggregate are approved

by shareholders.

The committee is also responsible for reviewing and ensuring compliance to all Health & Safety

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

safe environment.

This Committee met once during the 12 months to 31 March 2022.

The Committee is satisfied that the Company, and the CEO, has implemented and continued to

enforce a culture of Health and Safety compliance with all regulations in the countries in which the

Company operates.

Audit, Finance & Risk Committee

The Audit, Finance & Risk Committee comprises of Christopher Horn (chair) and Dexter Cheung.

The role of the Committee is to review the annual audit process, the financial and operational

information provided to the stakeholders and others, to monitor the management of business risk to

the organisation, and review the framework of internal control and governance which the Executive

and the Board have established. The Chief Executive Officer and Chief Financial Officer are invited

to attend meetings as appropriate. The Audit, Finance & Risk Committee met twice during the 12

months to 31 March 2022.

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

and when deemed necessary by the Committee.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 65
GOVERNANCE PRINCIPLES AND GUIDELINES

PRINCIPLE 4 – REPORTING AND DISCLOSURE

The Board demands integrity both in financial reporting and in the timeliness and balance of

disclosure on entity affairs.

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

providing information to the market and shareholders which reflects a considered view on the present

and future prospects of the Company.

Financial Reporting

The Audit, Finance & Risk Committee oversees the quality and integrity of external financial reporting

including the accuracy, completeness and timeliness of financial statements.

It reviews half-yearly and annual financial statements and makes recommendations to the Board

concerning accounting policies, areas of judgment, compliance with accounting standards, NZX

and legal requirements, and the results of the external audit.

Management accountability for the integrity of the Company’s financial reporting is reinforced

by the certification from the Chief Executive Officer and Chief Financial Officer in writing that the

Company’s financial report presents a true and fair view in all material aspects.

Timely and Balanced Disclosure

Continuous disclosure obligations of NZX and ASX require all listed companies to advise the market

about any material events and developments as soon as the Company becomes aware of them.

The Company has policies and a monitoring program in place to ensure that it complies with

these obligations on an on-going basis and ensures timely communication of material items to

shareholders through NZX and ASX or directly as appropriate.

The Company makes available its governance policies and announcements on its website.

PRINCIPLE 5 – REMUNERATION

The remuneration of Directors and Senior Executives is transparent, fair, and reasonable.

Making sure team members get the rewards they deserve is the responsibility of the Remuneration

and Nomination Committee, a committee of the Board. The Committee makes recommendations

to the Board on salaries and incentive programs and more widely on human resource and people

management issues.

Non-Executive Directors’ Remuneration

The fees payable to the Non-Executive Directors are determined by the Board within the aggregate

amount approved by shareholders. The Board considers the advice of independent remuneration

consultants when setting remuneration levels. As at 31 March 2022 the current Directors’ fee pool limit

is NZ$300,000. Director remuneration is disclosed in the Annual Report.

Senior Executive Remuneration

The objective of the Senior Executive remuneration approach is to provide competitive remuneration

aimed at: aligning executives’ rewards with shareholders’ value; achieving business plans and corporate

strategies; rewarding performance improvement; and retaining key skills and competencies.

Senior Executives’ remuneration is made up of: Salaries and Options as approved by the Board plus

industry standard leave entitlements. Key executive remuneration is disclosed in the Annual Report.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 66
GOVERNANCE PRINCIPLES AND GUIDELINES

Staff Remuneration

All staff other than Senior Executives are remunerated by salary plus industry standard leave

entitlements. Currently no staff qualify to participate in a long term executive share scheme plan.

PRINCIPLE 6 – RISK MANAGEMENT

The Board regularly verifies that the entity has appropriate processes that identify and manage

potential and relevant risks.

Business Risks

The Company has in place a risk management register to identify and address areas of significant

business risk. The Company maintains insurance policies that it considers adequate to meet the

insurable risks of the Company and Group. Exposure to any foreign exchange risk is managed in

accordance with policies laid down by the Directors.

The Chief Executive Officer and Senior Executive team are required to identify the major risks affecting

the business and to develop strategies to mitigate these risks. Where significant risks are identified, the

policy is for the Board to be advised and to discuss, and for the Senior Executive to undertake prompt

corrective action to mitigate and monitor the risk in line with established policies.

Health and Safety

The Chief Executive Officer acts as the Health and Safety Co-ordinator and reports to the

Remuneration and Nomination Committee on Health and Safety issues. The Committee works with

the Chief Executive Officer to identify workplace hazards and monitor and review compliance with

the Company’s documented occupational health and safety policies and procedures. Health and

Safety reviews are routinely dealt with by the Board.

Chief Executive and Chief Financial Officers Assurance

The Chief Executive Officer and Chief Financial Officer have provided the Board with written

confirmation that the Company’s financial statements are founded on a sound system of risk

management and internal compliance and control; and that all such systems are operating efficiently

and effectively in all material respects.

Risk Monitoring

The Audit, Finance & Risk Committee reviews the Company’s risk management policies and processes

and the Senior Executive provides an updated risk assessment profile to each meeting of the Audit,

Finance & Risk Committee. The Remuneration and Nomination Committee reviews human resource

management risks.

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 67
GOVERNANCE PRINCIPLES AND GUIDELINES

PRINCIPLE 7 – AUDITORS

The Board ensures the quality and independence of the external audit process

Independence

To ensure the independence of the Company’s external auditor is maintained, the Board has agreed

the external auditor should not provide any services not permitted under International Federation of

Accountants regulations. This is monitored by the Audit, Finance & Risk Committee.

External Auditor

TruScreen’s external auditor is RSM Hayes Audit. RSM was appointed on 17 February 2020 and ratified

at the Shareholders Meeting on 7 September 2021.

RSM will be invited to attend this year’s annual meeting and will be available to answer questions

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

PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS

The Board fosters constructive relationships with shareholders that encourage them to engage with

the company.

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

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

which includes:

• periodic and continuous disclosure to NZX and ASX;

• information provided to media and briefings to major shareholders;

• half yearly and annual reports;

• regular investor updates;

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

questions are considered;

• the Company’s website.

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

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

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

strategies and goals.

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

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 68
Investor NameUnits% Issued Capital

New Zealand Depository Nominee34,429,7089. 4 9

Consolidated Nominees Pty Ltd29,539,9008.14

New Zealand Central Securities Depository Limited14,020,1133.86

Waitara Trustees Limited13,622,2223.75

Masfen Securities Limited13,499,6453.72

Albert Nominees Limited11,000,0003.03

Consolidated Nominees Pty Ltd10,062,5002.77

Idl Trustee Limited9,534,9142.63

Lah Investment Co Pty Limited8,922,4132.46

Ryan Peter Parkin7,330,3152.02

Forsyth Barr Custodians Limited5,282,6371.46

Maarten Arnold Janssen5,083,6701.4

Custodial Services Limited4,729,4261.3

Forsyth Barr Custodians Limited4,502,6101.24

David Russell Stewart & Adrienne Ruth Stewart4,175,8001.15

Anthony Peng Ho & Chui Hoong Ho3,600,0000.99

Caroline Robyn Ball & Christopher John Thomson Bush2,978,6810.82

Peng Cheong Ho2,474,2880.68

Qsp Limited2,312,7900.64

Christopher Lawrence Horn & Marilyn Gai Horn2,050,0000.56

ISSUED CAPITAL AS AT 10 JUNE 2022

TRU362,866,253

Current Holders2113

INVESTOR RANGES AS AT 10 JUNE 2022

RangeHolders Number%

1-10003817,4120.00%

1001-50002971,075,0520.30%

5001-100003883,283,5050.90%

10001-5000076019,272,6175.31%

50001-10000025119,485,8435.37%

Greater than 100000379319,731,82488.11%

2113362,866,253100.00%

INVESTORS DOMICILE AS AT 10 JUNE 2022

Holders

New Zealand1,361

Australia742

Rest of World0

Issued Capital

New Zealand270,095,713

Australia89,434,252

Rest of World3,336,288

The Company had 507 unmarketable parcels as at 10 June 2022.

As at 10 June 2022 the Company had 9,000,000 unlisted options

on issue (9 option holders) with exercise price of NZ$0.15 cents

and expiry date 27 August 2022, and 5,000,000 unlisted options

on issue (11 holders) exerciseable at NZ$0.10 per share with expiry

date of 7 September 2024.

TOP TWENTY SHAREHOLDERS

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 68

TRUSCREEN GROUP LIMITED ANNUAL REPORT 2022 l 69
Australian Registered Office:

C/- TruScreen Pty Limited

Level 1, 1 Jamison Street

Sydney NSW 2000, Australia

Company Secretary

Guy Robertson

guyrobertson@truscreen.com

TruScreen Group Limited

C/- HLB Mann Judd Limited,

Level 6, Equitable House

57 Symonds Street, Grafton,

Auckland, New Zealand

E: info@TruScreen.com

T: +61 2 8999 3896

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