Truscreen Annual Report 31 March 2024
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 1
Annual Report 2024
TruScreen Group Limited
a better future
for women’s heath
starts here
Corporate Directory
DIRECTORS
Anthony Ho
Non-Executive, Independent Chairman
Christopher Horn
Non-Executive Independent Director
Juliet Hull
Non-Executive Director
Dr Dexter Cheung
Non-Executive Independent Director
MANAGEMENT
Martin Dillon
Chief Executive Officer
Dr Jerry Tan
General Manager Commercial
Edmond Capcelea
Chief Technology Officer
Guy Robertson
Chief Financial Officer
REGISTERED OFFICE
C/- HLB Mann Judd Limited,
Level 6, Equitable House
57 Symonds Street, Grafton,
Auckland, New Zealand
NZX Code : TRU.NZX
ASX Code : TRU.AX
AUDITOR
RSM Hayes Audit
Level 1, 1 Broadway
Newmarket
Auckland 1023
New Zealand
SHARE REGISTRAR
MUFG Pension & Market Services
PO Box 91976, Auckland 1142,
New Zealand
Level 30,
PwC Tower 15 Customs Street West
New Zealand
Investor enquiries
+64 09 375 5998
Investor email
enquiries@linkmarketservices.co.nz
Website
www.linkmarketservices.co.nz
LAWYERS
New Zealand
Corporate Counsel - Sean Joyce
Sean@corporate-counsel.co.nz
Australia
Addisons - Li-Jean Chew
li-jean.chew@addisons.com
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 2
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 3
Table of Contents
Chairman’s Letter4
Operations Report7
Directors’ Report19
Financial Statements26
Independent Auditor’s Report52
Governance56
Shareholder Information
65
A better
future for
women’s
health
starts here.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 4
Chairman’s Letter
Dear fellow shareholders,
Financial year 2024 was a watershed year for our company. The years of clinical
trials and evaluations culminated in national recognition of TruScreen device in
China, Vietnam and Mexico. There were five significant milestones that will drive
TruScreen’s commercialisation journey for FY2025 and beyond.
They were,
9The endorsement by Chinese Obstetricians
and Gynecologists Association (COGA)
to include TruScreen technology in their
Blue Paper guideline for the screening of
cervical cancer in China.
9The inclusion of TruScreen technology
by the Chinese Society for Colposcopy
and Cervical Pathology (CSCCP) in their
national guideline for the screening of
cervical cancer for their members in China.
9The inclusion of TruScreen technology
in the National Technical List of the
Vietnamese Ministry of Health.
9Approval by Mexico’s regulator, Cofepris
for the use of TruScreen devices in the
public health sector.
9Health insurance reimbursement
approved by four major private health
insurance companies in Saudi Arabia.
It is pleasing to report that the growing
recognition by medical institutions across
a broad range of markets has accelerated
revenue growth in FY2024. TruScreen also
improved on all operating metrics in FY2024
over FY2023.
A key market access initiative in FY2024 was
the completion of a heath economics study in
several countries that TruScreen is in use. The
study quantifies the public health benefits of
our AI enabled opto-electrical technology-
based real time, low-cost portable system,
in reducing public health costs to the
country. The model assists our distributors
to demonstrate to regulators, the public
health benefits for an active cervical cancer
screening program.
Ongoing clinical validation of the TruScreen
cervical cancer screening device has
continued to demonstrate superior sensitivity
and specificity in comparison to screening
using LBC and HPV/DNA testing.
We continue with the strategy of seeding
new markets to provide a pipeline of revenue
growth for the medium term. Potential
new markets include Kenya, Uzbekistan,
Kazakhstan, Kyrgyzstan, Armenia, Belarus,
Indonesia and other south-east Asian
countries. The portability of TruScreen devices
for primary cervical cancer screening, without
the requirement for laboratory infrastructure,
offers significant advantages in these markets.
Our improved FY2024 sales results were
again driven by China which achieved
45% YOY growth. With the recent launch of
TruScreen into the public Heath Check clinics
and initiatives into additional provinces, like
Jiangsu province (85 million people), we are
confident of further growth in the year ahead.
The marketing benefits of our “made in China”
devices, have also secured sales to public
hospitals.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 5
Chairman’s Letter
On behalf of the board, I
thank our Team TruScreen, our
shareholders, global distributors,
suppliers, medical advisory and
international expert groups, for
their support as we continue our
journey to make a difference to
the elimination of cervical cancer
by the end of the century.
We congratulate our China distributor, Beijing
Siweixiangtai Tech Ltd. Co (SWXT) on their
performance and ongoing commitment to
TruScreen.
All distributors have made significant progress
in their markets as outlined in the operations
report below, and we are well positioned for
FY2025.
Reiterating, our TruScreen revenue model is to
achieve recurring revenue from the sale of the
consumable Single Use Sensor (SUS) for each
screening test. The consumption of SUS is a
function of the critical mass of installed and
in use of our TruScreen screening devices.
The pull through impact of SUS usage saw
a higher rate of sales growth than devices.
The focus of our distributors is the SUS pull
through from each installed screening device.
TruScreen welcomed back Mr. Martin Dillion
as CEO in March 2024 (previously CEO from
2014 to 2019). Martin previously established
our global distribution network, launched
the TruScreen Ultra2 device, knows the
technology and our markets, and is well
known to most of our distributors.
With the support of existing and new
shareholders, we raised approximately $2.65
million of growth capital, during the year,
to fund our market expansion. We issued
132,565,777 shares at NZ$0.02 per share. The
focus remains firmly on achieving positive
cashflow towards the latter part of FY2025.
We will also continue to seek business
opportunities that add value for shareholders.
The acorn that we planted in 2014 is well and
truly growing to be an eventual oak tree.
Anthony Ho
Non-Executive Independent Chairman
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 6
Financial Results
NZ DollarsFY24FY23FY24/FY23
Sales2,107,8391,662,61926.8%
Revenue2,604,8842,202,63518.3%
Net Loss(2,050,533)(2,401,840)14.6%
Cash outflow from operating activities(2,033,174)(2,193,786)7. 3 %
Cash and cash equivalents2,728,0362,160,46826.3%
Directors and Management
Anthony Ho
Non-Executive
Independent
Chairman
Christopher Horn
Non-Executive
Independent Director
Juliet Hull
Non-Executive
Director
Guy Robertson
Chief Financial
Officer
Dr. Dexter Cheung
Non-Executive
Independent Director
Martin Dillon
Chief Executive
Officer
Dr. Jerry Tan
General Manager
Commercial
Edmond Capcelea
Chief Technology
Officer
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 7
2024 HIGHLIGHTS
Operations Report
SUS unit
sales up 25%
on prior year
Major breakthrough
in China with two
peak organisations
included TruScreen in
their cervical cancer
screening guidelines
Commercial
operations
commenced in
Saudi Arabia and
further progress
in Zimbabwe
Achieved
inclusion on
the Vietnamese
Ministry Of Health
(MOH) approved
Technical List
National regulator
in Mexico, Cofepris,
approved TruScreen
for use in the public
health sector
Developing
new market
opportunities
in Uzbekistan,
Indonesia, and
Africa
Successful
capital raise and
appointment
of new Chief
Executive Officer
Sales up by 27%,
led by SUS
consumable sales
increase of 25%.
Received the New
and Innovative
Technology Award
from the Mother
and Child Institute,
Poland
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 8
China, with its large population (including
over 470 million screening aged women*),
growing middle class, key opinion leaders
endorsement and government focus on
women’s health continues to be TruScreen’s
major market. China is the prime focus of the
company’s commercial and clinical activities.
China has two key professional bodies that
guide medical practitioners and opinion
for the screening and treatment of cervical
cancer. They are the Chinese Obstetricians
and Gynecologists Association (COGA) and
the Chinese Society for Colposcopy and
Cervical Pathology (CSCCP). During the year
both bodies published guidelines endorsing
TruScreen technology to their members for
the screening of cervical cancer.
TruScreen was recognised in a COGA Blue
Paper titled “Cervical Cancer Three Stage
Standardized Prevent and Treatment. Blue
Papers are the definitive position on leading
edge developments in all industries in China
and are recognised as an endorsement by
the relevant peak body for adoption by its
members.
The Blue Paper culminated from four years of
research and collaboration by many experts
in gynecology, including a number of leaders
in the field, among them the past Chairman of
The Chinese Obstetricians and Gynecologists
Association (COGA ) Professor Lang Jinhe, the
newly appointed COGA Chairman Professor
Di Wen, Chinese Society for Colposcopy and
Cervical Pathology (CSCCP) Chairwomen
Professor Wei Lihui, the head of Women and
Children’s Health Division of National Health
Commission Xu Xiaochao, Secretary General of
China Preventive Healthcare Association Zhang
Lingli. The Blue Paper presents a consensus
on the most successful and innovative
technologies and methods to eradicate
cervical cancer in China, in line with the World
Health Organisation (WHO) strategy.
The Blue Paper highlighted TruScreen in a
section “Artificial Intelligence Technology
For Cervical Cancer Screening”, describing
its origin, substantial clinical trials, and the
benefits of using TruScreen as a standalone
primary cervical cancer screening method,
which has demonstrated superior sensitivity
and specificity in comparison to screening of
LBC and HPV/DNA.
TruScreen technology was also endorsed
in the CSCCP’s China Cervical Cancer
Screening Management Guideline, one of
the most important specialist medical clinical
guidelines for the management of cervical
cancer.
CSCCP’s new Guideline emphasized the role
of new technology in a booming Chinese
healthcare sector. The Guideline was based
on extensive evidence supporting TruScreen
clinical use world-wide and consultations
with healthcare practitioners.
CSCCP is a member of IFCPC (The
International Federation of Cervical
Pathology and Colposcopy) which is
dedicated to reducing cervical cancer
worldwide. The CSCCP guideline is the
clinical standard for doctors and healthcare
providers and government bodies.
TruScreen’s distributor Beijing Siweixiangtai
Tech Ltd. Co (SWXT) conducted a marketing
campaign for the inclusion of TruScreen in the
CSCCP guidelines with sponsorship of their
annual conference held in Tianjin on 10 to 12
May 2024. The conference was attended by
1,000 gynecologists from the country.
The Company believes that this recognition
by these peak bodies has and will further
accelerate Truscreen’s growth in China.
COMMERCIALISATION
CHINA
OPERATIONS REPORT
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 9
*women aged between 15 and 64 (CIA World Factbook)
OPERATIONS REPORT
VIETNAM
SWXT also commenced a major initiative
in Jiangsu province, Eastern China with a
population of 85 million people. TruScreen
has installed and trained clinicians in the
Affiliated Hospital of Nantong University, a
major hospital in North Jiangsu. The hospital’s
head of Obstetrics and Gynecology is a key
opinion leader in this region. We expect
this hospital to be a major user of TruScreen
technology.
Installation of TruScreen has commenced into
the first four targeted Health Check clinics
located in major hospitals across China.
These clinics are intended to be the first point
of contact for patients of screening age in
China.
Capitalising on the key COGA and CSCCP
endorsements and our Made in China status
of our Osler version of the TruScreen device,
our China business grew by 45% year on year.
This growth was underpinned by 10 hospital
tenders won by distributor SWXT, 25 hospitals
where TruScreen has been approved and
waiting for tender outcomes, and 72 hospitals
where Obstetric and Gynecologic Department
acceptance have been received and are
waiting for the next stage of hospital approval.
The pipeline of installations detailed above and
the increasing consumable use per TruScreen
device in China have laid a platform for
continued growth for the 2025 financial year.
During the year TruScreen was included on
the Vietnamese Ministry Of Health (MOH)
approved Technical List. This is a significant
milestone enabling TruScreen to be used
nationally from top level hospitals to
community health centers. The MOH listing
was based on extensive clinical evidence
and positive feedback from local users at
several levels of the public healthcare system,
including Key Opinion Leaders from the
leading Hanoi Obstetrics and Gynecology
Hospital.
Changes were also announced to the
medical device procurement regulations in
Vietnam which remove the need for individual
hospitals to seek prior central MOH approval
for purchase. This dramatically shortens
the medical device procurement process in
Vietnam.
Our Vietnam distributor, Gorton Health
Services (GHS), has deployed additional sales
personnel to market TruScreen to major MOH
hospitals, private clinics, and army hospitals in
Vietnam. GHS has presented TruScreen at the
Vietnam National Gynecologic Conference.
We expect Vietnam to become TruScreen’s
next major market after China, with installation
into the first target hospitals to commence
mid-2024, with a projected peak installation
into hospitals in 2025.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 10
TruScreen, is launching into Indonesia, which
has a screening population of over 90 million
women*. Our Indonesian agent, PT Mursmedic.
has commenced the product registration for
TruScreen. A key reference site in Jakarta has
been identified and installation will happen
when product registration is completed.
TruScreen is in negotiations with an
experienced distributor, in Singapore, to
commercialise our cervical cancer screening
system in Singapore, Thailand, and Malaysia,
with future expansion into other ASEAN
nations.
INDONESIA AND SOUTH EAST ASIA
OPERATIONS REPORT
Cervical cancer remains a significant health
risk to Zimbabwean women. With limited
pathology services and no nationwide recall
system for follow-up appointments, traditional
screening methods such as cytology are not
suitable for their population. TruScreen, which
enable a ‘see and treat’ screening service, is
ideally suited to fill the gap in Zimbabwe’s
women healthcare system.
In 2022 TruScreen commenced a government
led initiative in Masvingo province to screen
10,500 women in 16 locations. This program,
managed by the Zimbabwe National AIDS
Council (NAC) and the Ministry of Health and
Childcare has now screened over 14,000
women, and in November 2023 the program
was again expanded and a further 10,800
disposable TruScreen Single Use Sensors
(SUS) were shipped to Zimbabwe. TruScreen
expects the program to expand beyond the
Masvingo province in 2024/2025.
With Zimbabwe as an example of TruScreen’s
effectiveness as a solution to the screening
of women in remote communities, TruScreen
continues to discuss the screening of women in
rural and regional Kenya with the International
Cancer Institute (ICI). We are currently
registering our product in Kenya through
our logistics partner, Phillips Pharma, one of
the leading medical products distributors in
Sub Saharan Africa. Phillips Pharma support
many of the major multinational Pharma
and Medical Device companies, as well as
Government and NGO clients. Leveraging our
proven capability as a screening solution for
women in Zimbabwe, TruScreen plans to work
with Phillips Pharma initially in Kenya, and
then to expand to other countries within their
distribution network, being Nigeria, Uganda,
Ghana and Tanzania.
AFRICA – ZIMBABWE & KENYA
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 11
The Dr Sulaiman Al-Habib Medical Group
(DSAMG), the largest private medical
clinic and service provider in Saudi Arabia
completed clinical evaluation of TruScreen
in late FY 2023. In FY 2024 it has installed
four TruScreen devices for commercial use
for the screening of cervical cancer in Saudi
Arabia. DSAMG is the largest private hospital
network in the Middle East. The adoption of
TruScreen’s screening technology by DSAMG
private hospitals is an important reference
site for further market access in neighbouring
Middle Eastern nations.
Following this success in the private health
system, including gaining private health
insurance reimbursement, our distributor
Bettalife is working to have TruScreen
accepted into the public healthcare
system. TruScreen is being considered as a
component, alongside other technologies
for the National Screening solution for the
7 million women under public health care in
Saudi Arabia.
SAUDI ARABIA
OPERATIONS REPORT
Mexico has approximately 65 million women
of screening age, and Cervical cancer is
the second most prevalent cancer amongst
women. HPVcentre.net estimates that 9,400
women are diagnosed annually with cervical
cancer with a very high mortality rate of 46%
- 4,300 deaths.
For many years TruScreen was only selling to
the private health system, but in FY2024 the
national regulator, Cofepris has approved
TruScreen for use in the public health sector.
This allows TruScreen to expand its cervical
cancer screening across the private health
clinics and to the wider public health sector.
A 2020 census identified that only 2.3% of
the population have private healthcare
while 70.9% of the population accessed the
public health system. The approval from
Cofepris will enable our distributor in Mexico,
Sunbird S.A de C.V., to capitalise on their work
with key opinion leaders in Mexico to target
the large public health market. Sunbird will
focus initially on the public health sector of
capital city region, Ciudad de Mexico, which
has a population of approximately 10 million
people*. Mexico has recently elected its first
female President.
MEXICO
*women aged between 15 and 64 (CIA World Factbook)
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 12
TruScreen’s distributor in Russia, IntelMed
Systems JSC (IMS), has expanded its
marketing activity to include territories of
Kazakhstan, Kyrgyzstan, Armenia and Belarus.
This expansion in commercial scope follows
the adoption of TruScreen by Medsi Group,
Russia’s leading healthcare chain.
In Uzbekistan, a country with over 11 million
women of screening age*, the Ministry
of Health is considering TruScreen as a
technology partner to deliver a component
of the Uzbekistan National Screening Solution
for cervical cancer. This program is a first for
Uzbekistan and being selected would be a
transformative opportunity for TruScreen.
Uzbekistan is also a major healthcare
reference site for neighboring Central Asian
nations.
RUSSIA AND CENTRAL ASIA
OPERATIONS REPORT
TruScreen’s commercialization program in
Eastern Europe is focused on Poland, Serbia
and North Macedonia. Poland continues
to face significant challenges with cervical
cancer. During the year, TruScreen was
awarded the prestigious New and Innovative
Technology by the Mother and Child Institute.
TruScreen, in co-operation with the Mother
and Child Institute and private and public
hospitals has identified and shipped devices
and SUS for use in the first hospital chain to
switch from LBC to TruScreen. TruScreen will
shortly commence the hospital validation
phase in this hospital chain and further
commercial sales are expected on successful
completion of this evaluation.
In North Macedonia TruScreen is being
evaluated by a private medical clinic. When
successful, TruScreen will replace Pap Smear
in the clinic, which will then serve as a reference
site for demonstration and training for future
healthcare practitioners in southeastern
Europe. This partnership marks a significant
milestone as it would be TruScreen’s first
partner who is both a distributor and a key
reference center.
EASTERN EUROPE
*women aged between 15 and 64 (CIA World Factbook)
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 13
MEDICAL AFFAIRS AND MARKET ACCESS
OPERATIONS REPORT
In FY2024, TruScreen made significant
progress in enhancing clinical data
generation, improving publication processes,
and cultivating strategic partnerships with
organizations at the forefront of cervical
cancer screening. New clinical trials results
from Saudi Arabia and Chinese COGA trial
have been finalized and are scheduled to be
published in FY2025.
TruScreen hosted its Second Annual Virtual
Symposium during the year, attracting
numerous registrants, with notable
participation from Saudi Arabia, Mexico,
Russia and Serbia. The symposium featured a
range of presentations, including new clinical
trial data. The event was chaired by Professor
Michael Campion, Director of the Pre-invasive
Unit at the Gynecological Cancer Center,
Royal Hospital for Women, Sydney, Australia.
The discussion panel included two members
of TruScreen’s International Experts Group.
The symposium offered live audio and subtitle
translation in 54 languages. The event was
very well received by attendees, increasing
Key Opinion Leader (KOL) awareness and
education on clinical data, and creating
networking opportunities between healthcare
professionals, researchers, and company
representatives.
The company works with the Medical Advisory
Committee (MAC) and International Expert
Group (IEG), ensuring effective communication,
decision-making, and coordination among
members. Comprehensive plans were created
to align the activities and responsibilities
of the MAC and IEG with organisational
objectives. These include the finalisation of
updated screening guidelines and screen
and treat recommendations to be finalized in
FY2025.
New partnerships with African markets
are developed to continue clinical data
collections to enhance the TruScreen
algorithm. These innovations will improve
sensitivity and specificity performance,
broadening the demographic diversity of test
results. The impact of the data will contribute
to segmenting classification of lesions into
subcategories.
A Health Technology Assessment of TruScreen
was completed by global market access
agency, Eversana, with the support of local
Key Opinion Leaders via a cost-of-illness
model. The models for Zimbabwe, Mexico
and Poland were delivered and a Chinese
model is being developed. These cost of
illness models will improve our position in all
markets by demonstrating the economic
and human benefits of using TruScreen for
the primary screening of cervical cancer.
They demonstrate that the use of TruScreen
at scale will achieve cost-savings and a
reduction in mortality from cervical cancer
within 10 years. TruScreen will use this data
to engage with governments, healthcare
decision makers and non-government
organizations to discuss reimbursements of
TruScreen in several countries.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 14
CLINICAL RESULTS PUBLICATIONS
OPERATIONS REPORT
Ye a rCountryInvestigatorNo. of patientsResults (sensitivities, specificity)
1. 2024China
1
Dr Yang Yueming489
TS: 76.2%, 72.2%;
LBC: 48.5%, 94.8%;
HPV: 93.9%, 34.7%
2. 2023China
2
Dr Liu Hang997
TS: 88.24%, 58.76%;
LBC: 47.06, 70.1%;
HPV: 94.12%, 36.08%
3. 2023China
3
Dr Luo Lianmei318
TS: 85.92%, 38.46%;
LBC: 16.9%, 92.31%
4. 2022China
4
Dr Chen Zhenbo476
TS: 73.18%, 84.52%;
LBC: 62.69%, 90.46%
5. 2022China
5
Dr Zhu Bo283
TS: 71.8%, 72.6%;
Colposcopy: 69%, 62.3%
6. 2022China
6
Dr Zhao Yuqian1319
TS: 87.2%, 70.5%;
LBC: 73.9%, 43.4%;
HPV: 92.3%, 17%
7. 2022Australia
7
Dr Jessica Vet506
TS: 72%, 71%;
LBC: 81%, 95%;
HPV: 88%, 76%
8. 2021China
8
Dr Wei Yingting458
TS: 83.78%, 78.86%;
LBC: 72.97%, 55.58%;
HPV: 89.19%, 50.59%
9. 2021China
9
Prof Chen Fei974
TS: 90.9%, 75.5%;
LBC: 82.5%, 44%;
HPV: 98%, 10.2%
10. 2020China
10
Dr Huang Yi683
TS: 75%, 85.8%;
LBC: 39.58%, 45.98%
1. Yang Y, et al. Optimal Screening and Detection Strategies for Cervical Lesions: A Retrospective Study. Journal of Cancer 2024, Vol. 15
2. Liu, H et al. Study on the role of TruScreen Screening Technology in Cervical Cancer Screening. Reproductive Medicine Journal
August 2023 Vol 32, No 8
3. Luo, L et al. The Value of TruScreen (An Artificial Intelligence Cervical Cancer Screening System) in High-Risk HPV Positive Patients.
Clin. Exp. Obstet. Gynecol. 2023; 50(10): 206
4. Chen, Z et al. The clinical value of TruScreen in cervical cancer screening. Shangdong Med 2022 Vol 6 No 22
5. Zhu B et al. A comparative study of photoelectric screening system Truscreen and colposcopy in cervical lesions screening. CHINESE
JOURNAL OF FAMILY PLANNING & GYNECOTOKOLOGY Volume 14 Number 11 2022
6. Zhao, Y et al. Accuracy of TruScreen in the Early Diagnosis of Cervical Precancerous Lesions in Outpatients in Sichuan Province. J
Cancer Control Treat. February 2022, Vol. 35, No. 2
7. Vet, J et al. APerformance Evaluation of an Optoelectronic Cervical Screening Device in Comparison to Cytology and HPV DNA
Testing. Eur. J. Gynaecol. Oncol. 2022; 43(2): 213–218
8. Y. Wei, W. Wang, M. Cheng et al., Clinical evaluation of a real-time optoelectronic device in cervical cancer screening, European
Journal of Obstetrics & Gynecology and Reproductive Biology
9. Chen, F et al. Clinical value of TruScreen in early diagnosis of cervical cancer and precancerous lesions: a hospital-based multicenter
study. Chin J Practical GynecolObstet March 2021Vol37 No3
10. Huang Yi, Huang Ru, Liu Jiahua. Clinical Analysis of TruScreen and LBC in Cervical Cancer Screening. Fujian Med J, June 2020, V01.
42 No 3
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 15
CLINICAL RESULTS PUBLICATIONS CONTINUED
OPERATIONS REPORT
Ye a rCountryInvestigatorNo. of patientsResults (sensitivities, specificity)
11. 2020China
11
Dr Kang Yanan192
TS: 96.67%, 70.19%;
LBC: 76.67%, 53.38%;
HPV: 96.67%, 19.55%
12. 2020China
12
Dr Wang Ziyao301
TS: 96.3%, 46.4%;
HPV: 59.3%, 74.1%
13. 2019
Henan/
China
13
Dr. Baojin Wang315
TS: 82. 76%, 76. 67%;
LBC: 65. 52%, 30. 00%;
HPV: 75. 86%, 43. 33%
14. 2019
Beijing/
China
14
Dr. Wei Zhang1030
TS: 91.0%, 81.25%;
LBC: 69.6%, 73.75%
15. 2019
Herbei/
China
15
Dr. Yanhong Jia320
TS: 78.8%, 79.5%;
LBC: 59.6%, 82.5%
16. 2018
Beijing/
China
16
Dr. Huixia Yang2730TS: 76%, 69%
17. 2017Mexico
17
Dr. Ricardo Lua521
TS: 78% (CIN2+)
Cytology: 36% (CIN2+)
HPV DNA: 56% (CIN2+)
18. 2016
Chongqing/
China
18
Dr. LI Pei,
Dr. Jin-sheng Wang
368
TS: 93.2%, 100%, Positivity rate 76%
LBC: 75.0%, 64.7%
Positivity rate: 55.7%
19. 2015Turkey
19
Dr. Özgü E285
TS: 86%, 35%,
NPV: 89%
PPV: 28%
20. 2011Poland
20
Dr. Pruski293
TS: 90%(CIN2+)
Spec: 90%
PPV: 63%
NVP: 90%
11. Kang Yanan Et al, Comparison study in hospital opportunistic screening for cervical cancer. Chin J Clin Obstet Gynecol November
2020, Vol.21, No.6
12. Wang, Z et al. TruScreen detection of cervical tissues for high-risk human papillomavirus–infected womenduring the coronavirus
disease 2019 pandemic. Future Oncol. 10.2217/fon-2020-0928
13. WANG Baojin, MA Qian, ZHAO Xinxin, et al. Application Value of TCT, HPV and TruScreen in Screening Cervical Disease. Journal of
Practical Obstetrics and Gynecology 2019 Nov, Vol. 35, No. 11
14. Qi Weihong, Zhang Wei et al. Clinical Observation of Cervical Cancer Screening System TruScreen in 1030 Cases. Electronic Journal
Of Practical Gynecologic Endocrinology. Nov. A. 2019 Vol.6, No.31
15. Yanhong Jia. The Clinical Effectiveness of Cervical Cancer Screening System TruScreen in Cervical Cancer Screening. Electronic
Journal Of Practical Gynecologic Endocrinology. Nov. A. 2019 Vol.6, No.31
16. Huixia Yang, Xinmiao Zhang, et al. The diagnostic accuracy of a real-time optoelectronic device in cervical cancer screening A
PRISMA-compliant systematic review and meta-analysis. Medicine (2018) 97:29
17. Ricardo Lua, et al. Comparison of an Optoelectronic Scan of the Cervix, Cervical Cytology and HPV Genotyping for CIN Screening.
Journal of Lower Genital Tract Disease. Vol 21, Number 2, Supplement 1, April 2017.
18. Li Pei, Jinsheng Wang et al. Application Effect of TruScreen System in Cervical Cancer Screening.
19. Özgü E, Yıldız Y, Özgü BS, Öz M, Danışman N, Güngör T. Efficacy of a real time optoelectronic device (TruScreen™) in detecting
cervical intraepithelial pathologies: a prospective observational study. J Turk Ger Gynecol Assoc. 2015;16(1):41-44. Published 2015 Mar
1. doi:10.5152/jtgga.2015.15199
20. Pruski, D., Przybylski, M., Kędzia, W. et al. Optoelectronic method for detection of cervical intraepithelial neoplasia and cervical
cancer. Opto-Electron. Rev. 19, 478 (2011).
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 16
CLINICAL RESULTS PUBLICATIONS CONTINUED
OPERATIONS REPORT
Ye a rCountryInvestigatorNo. of patientsResults (sensitivities, specificity)
21. 2011
Guangdong/
China
21
Dr. Li Xia500
TS: 95%, 63%
Pap: 80%, 76%
22. 2010
Guangdong/
China
22
Dr. He Xiu-Kui392
TS: 74%, 78%
Pap: 42%, 93%
TCT: 32%, 94%
23. 2010
Shandong/
China
23
Prof Fengnian Rong532
HPV DNA: 47%, 84%
TS: 75%, 85%
TCT: 43%, 98%
24. 2010Korea
24
Dr. Hyeong Soo Lim292
TS: 82.8%, 81.4%
LBC: 75.9%, 83.3%
25. 2009Hubei/China
25
Prof Ding Ma302
TS: 87%, 75%
Thin Prep: 75%, 92%
26. 2008Poland
26
Dr. Pruski234TS: 85%, 82%
27. 2003UK/Aus
27
Prof A. Singer651
TS: 70%, 81%;
Pap: 69%, 95%
21. LIXia, YE Qing et al. Clinical research on fluorescence microscopy technology combined with cervix pap smear in cervical cancer
screening. IMHGN, November 2011, Vo1. 17 No. 24
22. HE Xiu-kui, LUOXi-ping et al. An optoelectronic cervical cancer screening system for screening cervical cancer: comparison with
cervical cytology. China Reproductive Health 2013,24(1):9-11
23. CUI Ying-ying, ZHANG Bei ,RONG Feng-nian. The application value of cervical cancer screening system and thinprep cytological
test in the screening of cervical lesion during the women’s health screenings.
24. Hyeong Soo Lim, M.D., et al, Korean Journal of Obstetrics and Gynecology Vol. 53 No. 10 October 2010, The efficacy of a real-time
optoelectronic device as a diagnostic tool of over cervical intraepithelial neoplasia 1 lesion
25. Zheng Hongbing, Ma Ding et al. Comparing Study of Truscreen® and Liquid Based Cytology Test in the Screening of Cervical
Lesions.
26. D. Pruski,. Et al, The assessment of a real-time optoelectronic method for the detection of cervical intraepithelial neoplasia (‘CIN’),
Volume107, Issue S2, Abstracts of XIX FIGO World Congress of Gynecology and Obstetrics, October 2009,
27. Singer A, Coppleson M, Canfell K, et al. A real time optoelectronic device as an adjunct to the Pap smear for cervical screening: a
multicenter evaluation. Int J Gynecol Cancer 2003;13:804-11
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 17
REGULATORY COMPLIANCE
OPERATIONS REPORT
TruScreen’s key quality certification is the
CE mark (EU approval) and to maintain
this TruScreen must comply with the new
European Medical Device Regulation (MDR),
transitioning from the previous European
Medical Device Directive (MDD). TruScreen
has successfully completed the formal
application process for MDR certification
and obtained a formal regulatory extension
notification, which ensures that the current
CE Mark approval for the TruScreen ULTRA
cervical cancer screening device remains
valid for the duration of the transition period
to the new Medical Device Regulation (MDR).
In our largest commercial market, China,
medical device regulation is regulated by
the NMPA. In the past year, TruScreen has
completed and submitted an updated NMPA
variation for our Chinese manufactured Osler
device, which is in the final stages of approval.
TruScreen has also successfully undergone
two Regulatory Surveillance audits by our
quality auditor, TUV SUD, during this financial
year. Pleasingly there were no identified non-
conformances which is a testament to our
Quality Assurance program.
In other markets, TruScreen has obtained
formal registrations in Kazakhstan and
Cofepris in Mexico (which gives TruScreen
access to the public health sector in Mexico,
including Government screening programs).
TruScreen is undertaking the renewal or initial
regulatory registration in Russia, Saudi Arabia,
Serbia, Kenya, Indonesia and Uzbekistan.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 18
DIVERSITY
OPERATIONS REPORT
TruScreen is committed to ensuring all women
of screening age, no matter who or where
they are, have access to quality screening.
We are driven to build a better future for
women’s health.
Our dedication to diversity and equality in
the workplace sits hand in hand with this
commitment. We are an equal opportunities
employer, committed to providing an inclusive,
safe and respectful working environment.
In respect of gender diversity, in FY2024 the
TruScreen team was 30% female, and 25% of
the Board of Directors was female.
TruScreen has a diverse cultural workplace
with Directors and team members calling
Australia and New Zealand home, with
countries of origin being Malaysia, Singapore,
Philippines, Romania, China, Hong Kong,
Colombia, Sri Lanka, Canada, and South
Africa. This cultural diversity enables TruScreen
to interact successfully with its diverse global
distributor network and customers.
Directors
No.
Company
Employees
Company Senior
Managers
Total
Organisation No.
Total
Organisation %
2024202320242023202420232024202320242023
Male3323227870%62%
Female1123013530%38%
To ta l4446231013100%100%
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 19
Directors’ Report
Your directors submit the annual financial report of the consolidated entity consisting of
TruScreen Group Limited (the “Company”) and the entities it controlled during the period (the
“Group”) for the financial year ended 31 March 2024. The directors report as follows:
DIRECTORS
The names of directors who held office during or since the end of the year and to the date of
this report are as follows. Directors were in office for this entire period unless otherwise stated.
NAME
Mr Anthony Ho
Mr Christopher Horn
Ms Juliet Hull
Mr Dexter Cheung
Mr Anthony Ho | Non-Executive Chairman and Chair of Remuneration
and Nomination Committee
Appointed 4 October 2018
Qualifications: B.Com, CA, FAICD, FCG(CS), FGIA
Mr Ho is an experienced company director having held executive
directorships and chief financial officer roles with several ASX listed
companies. Tony was executive director of Arthur Yates & Co Limited,
retiring from that position in April 2002. His corporate, general
management and governance experience includes being chief financial
officer/finance director of M.S. McLeod Holdings Limited, Galore Group
Limited, the Edward H O’Brien group of companies.
Mr Ho is currently the chairman of ASX listed Bioxyne Limited (ASX: BXN).
He was previously chairman of Cannasouth Limited, Energy Transition
Metals Limited, and Credit Intelligence Limited and a non-executive
director of Hastings Technology Metals Limited.
Prior to joining commerce, Mr Ho was a partner of Cox Johnston & Co,
Chartered Accountants, which has since merged with Ernst & Young. Mr
Ho holds a Bachelor of Commerce degree from the University of New
South Wales and is a member of the Chartered Accountants Australia
and New Zealand and a fellow of the Australian Institute of Company
Directors, Chartered Governance Institute (Company Secretary) and
Governance Institute of Australia.
Names, qualifications, experience and special responsibilities
Left to right: Chris Horn, Juliet Hull, Tony Ho,
Dexter Cheung and Guy Robertson
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 20
Mr Christopher Horn | Non-Executive Director and Chair of the Audit,
Finance and Risk Committee, member of Remuneration and Nomination
Committee
Appointed November 2013
Qualifications: B.Com, FCA
Mr Horn is an experienced business executive and has acted in a number
of management roles including 20 years as a partner of KPMG and its
predecessor firms. He is a director of a number of private companies
across a broad range of business activities including corporate advisory,
financial services and funds management.
Mr Horn is a Commerce graduate from the University of New South Wales
and a Fellow of Chartered Accountants in Australia and New Zealand.
DIRECTORS’ REPORT
Ms Juliet Hull | Non-Executive Director and member of the Remuneration
and Nomination Committee and Audit, Finance and Risk Committee
Appointed 10 September 2020
Qualifications: B.Nurse, MBA (MGSM)
Ms Hull was until January 2021 the NZ General Manager/Country Director
of Johnson & Johnson Medical (J & J), a director of the ANZ Johnson
& Johnson Medical Executive Board, a director of MTANZ (Medical
Technology Association of NZ) and a member of both the APAC Regional
Leadership team for J & J’s Orthopaedics and Ethicon Divisions.
Ms Hull is a senior executive with more than 20 years’ experience in Asia
Pacific markets in Healthcare sales, marketing and leadership.
Ms Hull holds a Master of Business and Administration (Macquarie Graduate
School of Management, Sydney, Australia) and Bachelor of Nursing
(Auckland University of Technology), Auckland, New Zealand. Ms Hull was
previously a non-executive director of Cannasouth Limited (NZX: CBD).
Dr Dexter Cheung | Non-Executive Director and member of the Risk,
Finance and Audit Committee and the Remuneration and Nomination
Committee
Appointed 1 March 2021
Qualifications: B.Tech (Hons), M.Eng (Hons), PhD
Dr. Cheung is an experienced medical device engineer and specialist in
product research and development, with more than 20 years’ experience.
He is the Research & Development Manager of the respiratory
humidification division of Fisher & Paykel Healthcare, an NZX/ASX listed
healthcare company and a global leader in respiratory medical devices.
Dr. Cheung holds a first-class honours degree in Bachelor of Technology,
a Master of Engineering (first class honours) degree and a Doctor of
Philosophy (in physics) from his alma mater, University of Auckland.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 21
DIRECTORS’ REPORT
The following relevant interests in shares and options of the Company or a related body
corporate were held by the directors and key management personnel as at the date of this
report. All shares are beneficially held.
Shares
Director
Number of fully paid
ordinary shares
Number of fully paid
ordinary shares
20242023
Anthony Ho8,893,3335,820,000
Christopher Horn5,381,2283,635,053
Juliet Hull24,00024,000
Dexter Cheung671,108120,000
Options
DirectorNumber of optionsNumber of options
20242023
Anthony Ho3,000,000-
Christopher Horn3,000,000-
Juliet Hull1,000,0001,000,000
Dexter Cheung1,000,0001,000,000
Interests in the shares and options of the Company
Dividends
No dividends have been paid or declared since the start of the financial year and the directors
do not recommend the payment of a dividend in respect of the financial year.
Indemnification and insurance of Directors and Officers
The consolidated entity has agreed to indemnify all the directors of the consolidated entity for
any liabilities to another person (other than the consolidated entity or related body corporate)
that may arise from their position as directors of the consolidated entity, except where the
liability arises out of conduct involving a lack of good faith.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 22
DIRECTORS’ REPORT
REMUNERATION REPORT
This report outlines the remuneration arrangements in place for key management personnel of
Truscreen Group Limited for the financial year ended 31 March 2024.
Remuneration philosophy
The performance of the company depends upon the quality of the directors and executives.
The philosophy of the company in determining remuneration levels is to:
• set competitive remuneration packages to attract and retain high calibre employees;
• link executive rewards to shareholder value creation; and
• establish appropriate, demanding performance hurdles for variable executive
remuneration.
Remuneration Committee
The Remuneration Committee of the Board of Directors of the Group is responsible for
determining and reviewing compensation arrangements for the directors and the senior
management team.
The Remuneration Committee assesses the appropriateness of the nature and amount of
remuneration of directors and senior executives on a periodic basis by reference to relevant
employment market conditions with an overall objective of ensuring maximum stakeholder
benefit from the retention of a high quality Board and executive team.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive
director and executive remuneration is separate and distinct.
Non-executive director remuneration
The Board seeks to set aggregate remuneration at a level that provides the Company with
the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is
acceptable to shareholders.
The NZX Listing Rules specify that the aggregate remuneration of non-executive directors
shall be determined from time to time by a general meeting. The latest determination was
at the Annual General Meeting held on 27 August 2019 when shareholders approved an
aggregate remuneration of up to $300,000 per year.
The amount of aggregate remuneration sought to be approved by shareholders and the
manner in which it is apportioned amongst directors is reviewed annually. The Board considers
the fees paid to non-executive directors of comparable companies when undertaking the
annual review process.
Each director receives a fee for being a director of the Company.
The remuneration of non-executive directors for the year ended 31 March 2024 is detailed in
the remuneration of directors and named executives section of this report on page 23.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 23
DIRECTORS’ REPORT
Remuneration of key management and personnel
Senior manager and executive director remuneration
Remuneration consists of fixed remuneration, there are no performance incentives at this time. In
addition to Company employees and directors, the Company may contract key consultants on
a contractual basis. These contracts stipulate the remuneration to be paid to the consultants.
Fixed Remuneration
Fixed remuneration is reviewed annually by the Remuneration Committee. The process consists
of a review of relevant comparative remuneration in the market and internally and, where
appropriate, external advice on policies and practices. The Committee has access to external,
independent advice where necessary. Fixed remuneration is paid in the form of cash payments.
The fixed remuneration component of the key management personnel is detailed in the tables
below.
Key management personnel remuneration for the year ended 31 March 2024
Short-term
Employee
Benefits
Post
Employment
BenefitsOther
Salary & Fees
$
Superannuation
$
Share
Based
Payments
$
TOTAL
$
2024202420242024
Anthony Ho90,000 - 20,687 110,687
Christopher Horn 60,000 - 20,687 80,687
Juliet Hull 50,000 - - 50,000
Dexter Cheung 50,000 - - 50,000
Beata Edling 206,235 20,438 48,269 274,942
Martin Dillon 21,577 - - 21,577
Edmond Capcelea 194,195 21,092 - 215,287
Guy Robertson89,487--89,487
761,494 41,530 89,643 892,667
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 24
DIRECTORS’ REPORT
Key management personnel remuneration for the year ended 31 March 2023
Short-term
Employee
Benefits
Post
Employment
BenefitsOther
Salary & Fees
$
Superannuation
$
Share
Based
Payments
$
TOTAL
$
2023202320232023
Anthony Ho75,000-15,00090,000
Christopher Horn50,000-10,00060,000
Juliet Hull171,885--171,885
Dexter Cheung41,667-8,33350,000
Beata Edling107,99811,34054,873174,211
Edmond Capcelea219,48022,771-242,251
Guy Robertson103,709--103,709
769,73934,11188,206892,056
Options held by Directors and Key Management Personnel
During the year, 6,000,000 options were issued to Directors. 3,000,000 were issued to Anthony
Ho and 3,000,000 were issued to Chris Horn. The options have an exercise price of NZ$0.04 per
share, and an expiry date of 15 July 2026.
During the year 7,000,000 options were issued to the Chief Executive Officer, Beata Edling. The
options have an exercise price of NZ$0.04 per share, and an expiry date of 15 July 2026. The
options have since lapsed with the resignation of Beata Edling on 29 February 2024.
Employees Remuneration
Five employees of the Group, not being directors, during the period ended 31 March 2024,
received remuneration and other benefits in their capacity as employees, the value of which
was or exceeded $100,000 per annum.
The number of such employees or former employees in brackets of $10,000 was:
Employee RemunerationNumber of Employees
$120,000 to $130,0001
$150,000 to $160,0001
$190,000 to $200,0001
$210,000 to $220,0001
$270,000 to $280,0001
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 25
DIRECTORS’ REPORT
Directors’ Meetings
The number of meetings of directors (including meetings of committees of directors) held during
the year and the number of meetings attended by each director was as follows:
DirectorDirector MeetingsAudit Committee
AttendedEligible to AttendAttendedEligible to Attend
Mr Anthony Ho88--
Mr Christopher Horn8822
Ms Juliet Hull8822
Mr Dexter Cheung8822
The functions of the remuneration committee during the year were undertaken by the full board.
In addition, one circular resolution was signed by the board during the year.
Public Censure by the NZ Markets Disciplinary Tribunal
In a determination of the NZ Markets Disciplinary Tribunal (the Tribunal) dated 15 December
2023, the Tribunal found that Truscreen Group Limited breached NZX Listing Rule (Rule) 2.13.2(b).
NZ RegCo determined that Truscreen’s Audit Committee had only two members between
October 2020 and August 2023 instead of the requisite three, and fined the Company NZ$25,000
and NZ$5,000 in costs.
Related party transactions with Directors
For related party transaction with Directors see note 19.
Remuneration of Auditors
The following amounts are payable to the Company’s auditors for the year ended 31 March 2024.
Auditor’s remuneration – RSM Hayes Audit
Fees for the audit of the financial statements $87,000
End of Directors’ Report
On behalf of the Board as at 4 July 2024
Christopher Horn
Director
Anthony Ho
Chairman
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 26
Financial Statements &
Independent Auditor’s Report
for the year ended 31 March 2024
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
27
Consolidated Statement of Financial Position28
Consolidated Statement of Changes in Equity29
Consolidated Statement of Cash Flows30
Notes to the Financial Statements31
Independent Auditor’s Report52
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 27
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 31 March 2024
Note
2024
$
2023
$
Revenue from the sale of goods62,107,8391,662,619
Other income 6497,045540,016
Product cost of goods sold(1,416,070)(1,202,628)
Employee benefit expenses and directors’ fees7(792,513)(876,849)
Other administration costs(366,222)(415,295)
Research and development expenses(877,303)(864,074)
Rent(44,403)(60,959)
Travel(30,258)(62,544)
Marketing and product approvals(676,077)(722,256)
Insurance(139,414)(139,633)
Shareholder relations and services(201,937)(155,664)
Provision for impairment plant and equipment-(49,700)
Provision for inventory obsolescence (21,577)-
Share based payments(89,643)(54,873)
Loss before income tax(2,050,533)(2,401,840)
Income tax expense8--
Loss for the year(2,050,533)(2,401,840)
Other comprehensive income
Item that may be reclassified subsequently to profit or
loss
Exchange differences on translating foreign subsidiary
operations
41,9801,736
41,9801,736
Total comprehensive loss for the year (2,008,553) (2,400,104)
Basic and diluted loss per share (cents)15(0.49)(0.66)
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 28
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 31 March 2024
Note
2024
$
2023
$
Current assets
Cash and cash equivalents92,728,0362,160,468
Other receivables10489,336370,602
Trade receivables1048,152170,311
Inventories11491,254563,441
Other current assets – prepayments273,603205,361
Total current assets4,030,3813,470,183
Non-current assets
Intangible assets13--
Total non-current assets--
Total assets4,030,3813,470,183
Current liabilities
Trade and other payables653,732800,255
Employee benefits115,63588,547
Total current liabilities769,367888,802
Non-current liabilities
Employee benefits29,08039,357
Total non-current liabilities29,08039,357
Total liabilities798,447928,159
Net assets3,231,9342,542,024
Equity
Issued capital1438,705,94536,097,125
Share option reserve16234,456144,813
Foreign currency translation reserve(337,128)(379,108)
Accumulated losses(35,371,339)(33,320,806)
Total equity3,231,9342,542,024
On behalf of the Board as at 4 July 2024
The accompanying notes form part of these financial statements.
Anthony Ho
Chairman
Christopher Horn
Director
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 29
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2024
Note
Share
Capital
$
Accumulated
Losses
$
Foreign
Currency
Translation
Reserve
$
Option
Reserve
$
To ta l
$
Balance at 1 April 202336,097,125(33,320,806)(379,108)144,8132,542,024
Loss for the year to 31 March
2024
-(2,050,533)--(2,050,533)
Exchange differences on
translating foreign subsidiary
operations
--41,980-41,980
Total comprehensive income
for the year
-(2,050,533)41,980-(2,008,553)
Transactions with owners, in their capacity as owners
Issue of shares – capital raise142,651,316---2,651,316
Share issue costs14(127,079)---(127,079)
Shares issued in lieu of fees1434,583 ---34,583
Shares issued as employee
benefit
1450,000---50,000
Options issued---89,64389,643
Total transactions with owners2,608,820--89,6432,698,463
Balance at 31 March 202438,705,945(35,371,339)(337,128)234,4563,231,934
Note
Share
Capital
$
Accumulated
Losses
$
Foreign
Currency
Translation
Reserve
$
Option
Reserve
$
To ta l
$
Balance at 1 April 202234,550,048(31,224,966)(380,844)450,8133,395,051
Loss for the year to 31
March 2023
-(2,401,840)--(2,401,840)
Exchange differences
on translating foreign
subsidiary operations
--1,736-1,736
Total comprehensive
income for the year
-(2,401,840)1,736-(2,400,104)
Transactions with owners, in their capacity as owners
Issue of shares1,613,273---1,613,273
Share issue costs(66,196)---(66,196)
Transfer to share based
payments
16-306,000-(306,000)-
Total transactions with
owners
1,547,077306,000-(306,000)1,547,077
Balance at 31 March 202336,097,125(33,320,806)(379,108)144,8132,542,024
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 30
CONSOLIDATED STATEMENT
OF CASH FLOWS
for the year ended 31 March 2024
Note
2024
$
2023
$
CASH FLOW FROM OPERATING ACTIVITIES
Cash received from customers 2,273,0351,790,550
Cash paid to suppliers and employees including GST(4,518,439)(4,483,553)
Cash received from research and development tax offset1(f)371,2406 2 7,9 8 2
Short-term lease payments not included in lease liability(159,849)(131,619)
Interest paid(3,260)-
Interest received4,0992,854
Net cash used in operating activities18(2,033,174)(2,193,786)
CASH FLOW TO INVESTING ACTIVITIES
Purchase of plant and equipment-(49,700)
Net cash used in investing activities-(49,700)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of shares142,651,3161,613,273
Share issue costs(67,200)(66,196)
Proceeds from borrowings19215,760-
Repayment of borrowings19(215,760)-
Net cash from financing activities2,584,1161,547,077
Net increase/(decrease) in cash and cash equivalents550,942(696,409)
Cash and cash equivalents at the beginning of the
financial year
2,160,4682,797,004
Effects of exchange rate changes on cash and cash
equivalents
16,62659,873
Cash and cash equivalents at the end of the financial
year
92,728,0362,160,468
The accompanying notes form part of these financial statements.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 31
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 1. MATERIAL ACCOUNTING POLICY INFORMATION
General Information
These consolidated financial statements and notes represent those of Truscreen Group Limited
and its subsidiaries (the “Group”). References to “Truscreen” is used to refer to Truscreen Group
Limited (the “Company”).
The parent company, Truscreen Group Limited, is the ultimate legal parent company of the Group
and is a limited liability company incorporated and domiciled in New Zealand. It is registered
under the Companies Act 1993. Truscreen is listed on the NZX and on the ASX as an ASX Foreign
Exempt Listing. Truscreen is a FMC reporting entity under Part 7 of the Financial Markets Conduct
Act 2013.
The registered office of the Company is Level 6 Equitable House, 57 Symonds St, Grafton, Auckland
1010, New Zealand. The Group is engaged in the business of the development, manufacture and
sale of cancer detection devices and systems.
Basis of Preparation
These financial statements have been prepared in accordance with and comply with Part 7 of the
Financial Markets Conduct Act 2013 and the NZX Listing Rules.
For the purpose of complying with Generally Accepted Accounting Practice in New Zealand (“NZ
GAAP”) the Group is a Tier 1 for-profit entity. These financial statements comply with NZ GAAP,
the New Zealand equivalent to International Financial Reporting Standards (“NZ IFRS”), and
International Financial Reporting Standards (“IFRS”).
These financial statements have been prepared under the historical costs convention, modified
by the revaluation of certain assets and liabilities as identified in specific accounting policies
below.
The principal accounting policies adopted in the preparation of the financial report are set
out below. These policies have been consistently applied to all the periods presented, unless
otherwise stated.
The financial statements have been rounded to the nearest dollar.
a. Going Concern
The Group financial statements have been prepared on a going concern basis, which contemplates
the continuity of normal business activity and the realisation of assets and the settlement of
liabilities in the normal course of business.
As disclosed in the financial statements, the Group reports;
• a loss of $2,050,533 (2023: $2,401,840).
• net cash outflows from operating and investing activities of $2,033,174 (2023: $2,243,486)
• cash and cash equivalents at year-end of $2,728,036 (2023: $2,160,468)
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 32
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
a. Going Concern (continued)
The Directors believe that it is reasonably foreseeable that the consolidated entity will continue
as a going concern and that it is appropriate to adopt the going concern basis in the preparation
of the financial report after consideration of the following factors:
• the consolidated entity has cash and cash equivalents of $2,728,036 as at 31 March 2024 and
$1,667,317 at 30 June 2024.
• the Company’s tax advisors have completed the Australian Research & Development tax
offset claim for FY2024 which should be received in August 2024 (refer note 10);
• the Group has the ability to reduce Research & Development costs, and continues to review
and reduce its cost base where appropriate; and
• the ability to drawdown on a line of credit agreement from Anthony Ho, Director, of up to
A$300,000 described in note 21 to the financial statements. If drawn, this would then be secured
over the Group’s 2025 Australian Research & Development tax offset claim and repayable on
the earlier of 15 months from the date of the agreement or upon the receipt of the Research
and Development tax offset claim anticipated to be received in August 2025; and
• raise funds in the capital market if required, although it has no immediate intention to.
The Directors have undertaken a detailed cash flow forecast for the twelve months following
the date of approval of this report. This forecast is based on growth in the China market and
significant growth in a range of other markets, including Vietnam, Zimbabwe, Kenya, Mexico, Saudi
Arabia, Russia and in Eastern Europe. The Group obtains expectations of future orders from each
country distributor and then exercises judgment to significantly reduce these to what it believes
is conservatively achievable in that market, based on a number of factors including historical
performance, size of target market and ability to access public funding.
In the event that the forecast revenue is not achieved the forecast indicates that further funding
may be required, either by way of draw down on the line of credit facility (see note 21), implementing
cost reduction initiatives, or further successful capital raising required within twelve months from
the date of this report.
The Board consider managing cash flow and working capital critical in successfully executing
the strategies to achieve the business model of the Group. However, the Board accepts that
there is material uncertainty in relation to any forecasts and in particular to the Group’s ability to
meet the forecast revenue growth, and this may cast significant doubt on the Group’s ability to
continue as a going concern.
If the going concern assumption is not valid, the consequence is that the Group may be unable
to realise the value in its assets and discharge its liabilities in the normal course of business.
b. Principles of Consolidation
Truscreen Pty Limited is the wholly owned subsidiary of Truscreen Group Limited which was
specifically incorporated for the purposes of acquiring the Truscreen Pty Limited business (the
“Transaction”). Truscreen Group Limited is the legal acquirer, and legal parent of the Group.
For financial reporting purposes, aspects of “reverse acquisition” accounting are relevant.
Specifically, the rules require that Truscreen Pty Limited be treated as the accounting acquirer of
Truscreen Group Limited due to the fact that the owners of Truscreen Pty Limited owned the largest
single minority voting interest in the resulting Group, post Transaction which occurred in 2014.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 33
NOTES TO THE FINANCIAL STATEMENTS
b. Principles of Consolidation (continued)
The Transaction has been accounted for as a continuation of the financial statements of Truscreen
Pty Limited, together with a deemed issue of shares, equivalent to the shares held by the former
shareholders of Truscreen Group Limited. This deemed issue of the shares is, in effect, a share-
based payment transaction whereby Truscreen Pty Limited is deemed to have received the net
assets of Truscreen Group Limited.
As such, the consolidated financial statements are issued in the name of the legal Parent, Truscreen
Group Limited, but are a continuation of the financial statements of the legal subsidiary Truscreen
Pty Limited.
The Group financial statements also include:
• Truscreen Ltd (UK) which was incorporated on 11 July 2013
• TruScreen S. de R.L de C.V which was incorporated on 17 August 2017
c. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to
the chief operating decision-maker. The chief operating decision-maker has been identified as
the Truscreen Group Limited Board. To date the operations have been reported as one segment.
Accordingly:
• the segment results are as reported in the Statement of Profit or Loss and Other Comprehensive
Income.
• the segment assets and liabilities are as in the Statement of Financial Position.
d. Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the
currency that best reflects the economic substance of the underlying events and circumstances
relevant to that entity (the “functional currency”). The financial statements are presented in New
Zealand dollars, which is Truscreen Group Limited’s functional currency.
The functional currencies of the subsidiaries are:
Subsidiary Country of Incorporation Functional Currency
Truscreen Pty Limited Australia Australian Dollar
Truscreen Ltd (UK) UK Great Britain Pound
TruScreen S. de R.L. de C.V. Mexico Mexican Peso
for the year ended 31 March 2024
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 34
NOTES TO THE FINANCIAL STATEMENTS
e. Revenue Recognition
The Group’s revenue is derived from selling goods with revenue recognised at a point in time when
control of the goods has transferred to the customer. This is when the goods are dispatched
from the Group’s facility, or that of outsourced manufacturers. There is judgement required in
identifying the point control passes: once physical delivery of the products to the agreed location
has occurred, the group no longer has physical possession, usually will have a present right to
payment (as a single payment on delivery) and retains none of the significant risks and rewards
of the goods in question. In limited circumstances the Group will offer credit.
The Group provides warranties on products sold which require the Group to either replace or
mend a defective product during the warranty period if the goods fail to comply with agreed-
upon specifications. In accordance with NZ IFRS 15, such warranties are not accounted for as
separate performance obligations and hence no revenue is allocated to them.
Revenue is stated net of the amount of goods and services tax.
Revenue is derived from device sales and consumable single use sensors in the geographic
regions outlined in Note 5.
The Group’s performance obligations are met by delivery of the product.
f. Other Income
The Research and Development tax offset is receivable from the Commonwealth Government
of Australia. Under the 43.5% refundable tax offset program, 43.5% of eligible research and
development spending incurred by the Group is refundable by the Commonwealth Government.
The Research and Development tax offset is recognised at fair value where there is reasonable
assurance that the grant will be received. The offset does not have to be repaid to the
Commonwealth Government and is treated as income in accordance with NZ IAS 20 – “Accounting
for Government Grants and Disclosure of Government Assistance” and recognised in the same
period as the related research and development expenditure. This is disclosed as other income in
the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
The expenditure for which an offset is claimed is non-deductible and accordingly reduces tax
losses that otherwise would be available to be carried forward.
g. Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable
value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing
the inventories to their present location on a weighted average cost basis.
h. Plant and Equipment
Plant and equipment are measured at cost less accumulated depreciation and impairment losses.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
i. Share Capital
Ordinary shares are classified as capital. Incremental costs directly attributable to the issue of
new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
for the year ended 31 March 2024
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 35
NOTES TO THE FINANCIAL STATEMENTS
j. Share Based Incentive Plan
The Group operates a share-based incentive plan under which the entity receives services from
employees and consultants as consideration for equity instruments of the Group. The fair value of
the employee services received in exchange for the grant of the instruments is recognised as an
expense over the vesting period. In the current year all options vested immediately.
The total amount to be expensed is determined by reference to the fair value of the awards
granted. At the end of each reporting period, the Group revises its estimates of the number of
awards that are expected to vest based on the service conditions. It recognises the impact of the
revision to original estimates, if any, in the profit or loss, with a corresponding adjustment to equity.
Key terms of the share-based incentive plan include:
- each option entitles the holder on vesting to one share;
- no consideration is payable for the options;
- an employment or engagement period of one year is required prior to being eligible;
- the need to be employed or engaged at the time of vesting; and
- options are not transferable.
NOTE 2. ADOPTION OF NEW AND REVISED STANDARDS
No standards currently issue that are yet to be adopted are expected to significantly impact the,
measurement or recognition of reportable items relevant to the Group.
NZ IFRS 18 Presentation and Disclosure in Financial Statements is effective from 1 January 2027.
The impact on Truscreen’s Financial Statements has yet to be evaluated.
NOTE 3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
The Company makes estimates and assumptions concerning the future that affects the amounts
reported in the financial statements. Estimates and judgments are continually evaluated and
based on historical experience and other factors, including expectations of future events that
are believed to be reasonable under the circumstances. The estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions that have a significant risk of
causing material adjustments to the carrying amounts of assets and liabilities within the next
financial year are discussed below:
• Going Concern
Refer to note 1.a.
• Revenue from Contracts with Customers
The application of NZ IFRS 15: Revenue from contracts with customers (NZ IFRS 15) requires the
Directors to apply judgement in determining whether performance obligations have been
satisfied under contracts.
The significant judgements adopted by the Group in applying NZ IFRS 15 criteria include:
• Determining if a contract with the customer exists;
• Determining if the entity can identify the payment terms for the services; and
• Determining whether it is probable that the entity will collect the consideration to which it is
entitled.
• Determining the point at which control of the goods has passed to the customer.
for the year ended 31 March 2024
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 36
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
• Intangibles
The carrying value of intangibles include acquired intellectual property and development costs
capitalised in accordance with the accounting policy for research and development.
The intangibles were fully impaired in the 2022 financial year.
Given the ongoing significant uncertainty associated with achieving revenue and profitability
targets, the Directors have determined that the intangibles should remain fully impaired as at 31
March 2024 (Note 13).
• Recognition of deferred taxation assets
The benefit of deferred tax arising from tax losses and temporary differences has not been
recognised as disclosed in Note 8.
• Estimate of the Research and Development tax offset
The Group receives a research and development tax offset based on 43.5% of research and
development expenditure incurred. The amount is received following filing of the Group income
tax returns. The Group estimates the amount of the offset assisted by external consultants and
accounts for the amount as a receivable at year end (Note 10).
• Provision for inventory obsolescence
The Group carries inventory of parts for the manufacture of the TruScreen Ultra® cervical cancer
screening device. The Company will write off parts which it no longer considers usable. The Group
has made a provision for inventory obsolescence considering current usage levels of inventory
and expected usage.
• Provision for warranty
The Group will undertake recalibration of the TruScreen Ultra® on an ongoing basis during the
warranty period. While the Group will continue to undertake research and development of the
product, the TruScreen Ultra® is a mature and well tested product and the Group has determined
on the basis of materiality that no warranty provision is necessary.
• Share based payments
The Group measures the cost of equity-settled transactions with directors, employees and
distributors by reference to the fair value of the equity instruments at the date at which they
are granted. The fair value is determined using a Black-Scholes model, using the assumptions
detailed in Note 16.
NOTE 4. FINANCIAL RISK MANAGEMENT
In the normal course of business, the Group is exposed to a variety of financial risks including
foreign currency, interest rate, credit and liquidity risks. The Group’s overall risk management
strategy focuses on minimising the potential negative economic impact of unpredictable events
on the Group’s financial well-being.
Details of the significant accounting policies and methods adopted, including criteria for
recognition and the basis of measurement are disclosed in Note 1 Material Accounting Policy
Information.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 37
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
The Group to date has not entered into any derivative financial instrument contracts.
The totals for each category of financial instrument are as follows:
Financial instruments by category
Note
2024
$
2023
$
Financial assets (held at amortised cost)
Cash and cash equivalents92,728,0362,160,468
Trade and other receivables
Trade receivables subject to credit risk1048,152170,311
Total financial assets at amortised cost2,776,1882,330,779
Financial liabilities (held at amortised cost)
Trade and other payables653,732800,255
Total financial liabilities at amortised cost653,732800,255
Market Risk
Foreign currency risk
Foreign currency risk is the risk that price changes from fluctuating exchange rates will reduce
the carrying amount of financial assets or increase the carrying amount of financial liabilities.
The Group operates internationally and is exposed to foreign exchange risk arising from various
currency exposures, but principally Australian and United States Dollars. Foreign exchange risk
arises on certain cash and cash equivalents, receivables and liabilities denominated in foreign
currencies.
This risk is managed by placing contracts for supply of product in the same currency as the sales
of those products occur wherever possible.
The carrying amounts of the Group’s financial assets and liabilities denominated in currencies
other than the functional currencies expressed in $NZ at the reporting date are as follows:
AssetsLiabilities
2024
$
2023
$
2024
$
2023
$
USD341,762800,342266,330249,460
GBP 40,15936,840-9, 0 8 3
NZD
1
5,0121,069,756--
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 38
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
Sensitivity analysis
The following table details the Group’s sensitivity to a 10% increase or decrease in NZD against the
relevant foreign currencies. 10% represents management’s assessment of a reasonably possible
change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign
currency denominated monetary items and adjusts their translation at the year-end for a 10%
change in foreign currency rates. A positive number below indicates an increase in profit where
NZD weakens 10% against the relevant currency. For a 10% strengthening of NZD against the
relevant currency, there would be an equal and opposite impact on the profit, and the balances
below would be negative.
Effect on profit after tax and equity: 10% weakening in NZD
2024
$
2023
$
USD7,54255,088
GBP 4,0162,776
NZD
1
(501)(106,975)
1 Exposure to NZD held in subsidiary where Australian dollars is the functional currency.
Interest rate risk
Interest rate risk arises on financial assets and financial liabilities recognised at the end of a
financial period whereby a future change in interest rates will affect future cash flows. The Group’s
policy is to deposit cash at floating rates or at fixed rates for periods of time of less than 6 months,
to minimise exposure to interest rate risk, and to take into account its cash flow requirements.
The Group is exposed to interest rate risk on cash flows through cash at bank which is earning
interest at a floating rate of:
- 3.85% of NZ$168,436 (2023: .06 – 3.1% of NZ$295,506) on cash held in AUD.
- Nil% of NZ$2,225,294 (2023: Nil% of NZ$1,197,556) on cash held in NZD.
- 0.50% of NZ$40,159 (2023: Nil of NZ$36,840) on cash held in GBP.
- Nil of NZ$293,602 (2023: Nil of NZ$630,031) on cash held in USD.
The interest rate risk on bank balances is minimal as the value of interest earned is not material
and unlikely to become so.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 39
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge its obligations
and as a result the Group will suffer financial loss.
With respect to credit risk arising from cash and cash equivalents there is limited credit risk. The
credit rating of cash at bank and term deposits are:
Credit rating – Standard and Poor’s
Note
2024
$
2023
$
Cash at bank
S&P short term rating A-1+2,687,3322,123,093
S&P short term rating A-140,15936,840
92,727,4912,159,933
Details of the exposure to credit quality of receivables, the age of receivables that are past due
and any impairment are disclosed in Note 10 to the financial statements.
In relation to customer credit risk the Company generally deals with established distributors,
government or aid agencies sponsored by government.
With respect to credit risk arising from accounts receivable, it is the Group’s policy to only enter
into agreements with parties who the Group assesses to be creditworthy. Accounts receivable
balances are monitored on an ongoing basis and overdue accounts are followed up rigorously.
The maximum exposure to credit risk from trade receivables subject to credit risk as at 31 March
2024 amounted to $48,152 (2023: $170,311) refer to Note 10.
Minimal credit risk arises from the other receivable – research and development grant being due
from the Australian Government.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 40
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting obligations associated
with financial liabilities that are settled by delivering cash or another financial asset. The table
below shows the maturity analysis for the contractual undiscounted cash flows for financial
liabilities:
Financial Liabilities
Carrying
amount
Total
contractual
cash flows
Not later
than three
months
Later than 3
months and
not later
than 1 year
Group 2024$$$$
Trade and other payables653,732653,732653,732-
Financial Liabilities
Carrying
amount
Total
contractual
cash flows
Not later
than three
months
Later than 3
months and
not later
than 1 year
Group 2023$$$$
Trade and other payables800,255800,255800,255-
The Company and Group manage liquidity risk by preparing a rolling twelve-month cash flow
forecast, and holding adequate cash and cash equivalent assets.
Additional liquidity was temporarily provided and repaid during the 2024 financial year by way
of an advance from a Director Anthony Ho, as detailed in Note 19b. Subsequent to balance date,
a line of credit agreement has been entered into which provides the Group with access to up to
A$300,000 as detailed in Note 21.
(a) Fair value
The fair value of trade receivables, trade payables, loan receivable other receivables and cash
and cash equivalents approximate their carrying value due to the short-term nature of these
balances, and/or the balances being subject to market interest rates and regular impairment
tests.
(b) Capital risk management
There are no external capital requirements.
The Group and the Company’s objectives when managing capital are to safeguard their ability
to meet their liabilities as they fall due.
There were no changes in the Group’s approach to capital management during the year.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 41
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 5. SEGMENT INFORMATION
The Group operates in one operating segment. It manufactures and distributes the TruScreen
Cervical Cancer screening device. The device comprises a medical device and process designed
to detect the presence in real time of precancerous and cancerous tissue on the cervix.
Revenues have been obtained from external customers (distributors) as follows:
2024
$
2023
$
Information about products and services
Total Revenues from external customers 2,107,8391,662,619
Information about geographical areas
Foreign country:
Mexico-59,536
China1,649,0361,140,297
Russia-122,809
Vietnam-78,971
Zimbabwe404,790247,077
Eastern Europe-5,315
MENA (Middle East/North Africa)54,013-
Others-8,614
2,107,8391,662,619
The basis for attributing revenues from external customers to individual countries is the location
of the customer.
The following customers contributed more than 10% of the Group’s revenue for the years ended 31
March 2024 and 31 March 2023:
Domicile of Customer
20242023
$%$%
China1,649,03678 1,140,29769
Zimbabwe404,79019 247,07715
No additional disclosure is required in the financial statements as the Group has one reportable
segment.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 42
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 6. REVENUE
2024
$
2023
$
Sales revenue - sale of goods
1
Wholesalers/distributors1,703,0491,415,542
Direct to customer404,790247,077
2,107,8391,662,619
Other income
Research and development tax offset
2
- Current year463,192345,901
- Prior year adjustment31,20331,143
494,395377,044
Interest received2,650 3,303
Miscellaneous income - 3 9, 0 8 4
Foreign exchange gain-120,585
497,045540,016
1 For a geographical breakdown of revenues see note 5. Control of goods transfers to the distributor/customer on leaving Truscreen’s
premises or that of the outsourced manufacturer when shipped directly to customers.
2 For further detail with regard to the research and development tax offset, refer to note 1(f).
NOTE 7. EXPENSES
Note
2024
$
2023
$
Loss before income tax includes the following specific
expenses:
Employee benefits expense*
Wages and salaries404,852 556,663
Staff superannuation – defined contribution plan 100,898 108,891
Annual leave 25,016 (52,230)
Long service leave (10,967)(4,586)
Directors fees22250,000 250,000
Other employee related 22,714 18,111
792,513 876,849
Truscreen Pty Limited is required, under Australian employment laws, to pay a prescribed portion
of each employee’s salary into a superannuation scheme.
*Employee expenses of $546,317 (2023: $603,207) are included within research and development.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 43
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
2024
$
2023
$
Administration and other operating expenses include:
Audit fees
Fees for audit of financial statements for the year ended 31 March
– RSM Hayes Audit
87,00081,800
Total remuneration of auditors87,00081,800
NOTE 8. INCOME TAX EXPENSE
2024
$
2023
$
Loss for the year(2,050,533)(2,401,840)
Prima facie income tax saving using the applicable country’s tax
rate 28% (2023 :28%)
574,149 672,515
Impact of variation in foreign tax rates (25.0% for Aus.; 19% for UK)
(2023 : 25% for Aus.; 19% for UK)
(56,408)(69,829)
Expenses not deductible for tax in the current period:(163,913)(180,223)
Not recognised as a deferred tax asset(353,828)(422,463)
Income tax expense- -
The amount of deductible temporary differences and unused tax losses for which no deferred tax
asset is recognised is as follows. These amounts have no expiry date.
2024
$
2023
$
Deductible/(non-deductible) temporary difference:
Foreign exchange losses170,295173,222
Other timing differences315,555278,318
485,850451,540
Unused tax losses17,663,17815,088,746
Total 18,149,02815,540,286
The deferred tax asset has not been recognised as the “probable” test that future assessable
income against which those losses can be offset in the countries where those losses have been
incurred cannot be satisfied.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 44
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 9. CASH AND CASH EQUIVALENTS
2024
$
2023
$
Cash on hand545 534
Cash at bank 2,727,491 2,159,933
2,728,036 2,160,468
Cash at bank is earning interest at a floating rate at the reporting date it ranged from 0% to
3.85% (2023: 0% to 3.1%). Cash at bank is at call.
NOTE 10. TRADE AND OTHER RECEIVABLES
2024
$
2023
$
Other receivables
Research and development tax offset468,024 336,700
GST receivable 21,312 33,902
489,336 370,602
Refer to Note 6 regarding income from the research and development tax offset.
2024
$
2023
$
Trade receivables
Trade receivables subject to credit risk48,152170,311
Less provision for uncollectible amounts--
48,152170,311
No interest is charged on trade receivables. The Group normally requires cash on delivery. In
exceptional circumstances the Group has extended credit. The aging analysis of trade receivables
past due is as follows:
Consolidated
Group
Days Overdue
2024
1 – 60
days
$
90 – 180
days
$
Over 180
days
$
Total past
due
$
Within
terms
$
Trade receivables subject to credit risk42,6735,479-48,152-
Days Overdue
2023
1 – 60
days
$
90 – 180
days
$
Over 180
days
$
Total past
due
$
Within
terms
$
Trade receivables subject to credit risk170,311--170,311-
No collateral is held over trade receivables.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 45
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 11. INVENTORIES
2024
$
2023
$
Finished goods at cost85,646 168,055
Work in progress at cost 427,410 395,386
Work in progress - provision for obsolescence(21,802)-
491,254 563,441
NOTE 12. INTERESTS IN SUBSIDIARIES
Subsidiaries of the Group were:
Name of Subsidiary
Principal Place of
Business
Ownership Interest held
by the group
20242023
TruScreen Pty LimitedAustralia100%100%
TruScreen Ltd (UK)UK100%100%
TruScreen S. de R.L. de C.V. Mexico100%100%
Principal Activities
Truscreen Pty Limited owns the rights to the Truscreen Cervical Cancer Screening Device. The
device comprises a medical device and process designed to detect the presence in real time of
precancerous and cancerous tissue on the cervix.
Truscreen Ltd (UK) holds the CE mark of quality compliance and will only trade to the extent
necessary to satisfy the minimum requirement for value added tax registration in the United
Kingdom and CE certification. In 2024 and 2023 TruScreen Ltd (UK) made no sales.
TruScreen S. de R.L. de C.V. is non-operating.
NOTE 13. INTANGIBLE ASSETS
At 31 March 2022, the Directors undertook a comprehensive Impairment Review (“Review”) of the
intangible assets belonging to the Company. This Review was undertaken in compliance with NZ
IAS 36 Impairment (‘IAS 36’) and its detailed specifications with the assistance of an independent
consultant. This resulted in a provision for impairment of $4,893,861 being recorded for intellectual
property, and $1,976,906 being recorded for development costs.
The cash flow projections adopted for the Review reflect the Director’s considered view of performance
achievability and their recognition that the cash flows of the Group while in the development and
commercialisation phase are inherently uncertain and subject to a number of risks.
While the Group has made good progress over the year to 31 March 2024, a number of the risks
assessed of not meeting forecast device and SUS sales in future years ahead, including the ongoing
Ukraine/Russia conflict remain, and the ability to rapidly increase sales in developing markets.
Given the significant uncertainties outlined above, the Directors have resolved to retain the full
provision for the carrying value of the intangible assets as at 31 March 2024.
In the event that the uncertainties referred to above are resolved, the Group achieves its
2025 budget, and the Directors have confidence in the projections for the subsequent years,
consideration will be given re-establishing the intangible assets to an appropriate level.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 46
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 14. ISSUED CAPITAL
a) Ordinary Shares – Fully Paid
Group
2024
Number
2024
$
2023
Number
2023
$
Balance at beginning of the year 416,642,00836,097,125362,866,25334,550,048
Ordinary shares issued
Share issue - placement70,748,3861,414,96820,000,000600,000
Share issue - rights issue61,817,3911,236,34833,775,7551,013,273
Share issue costs-(127,079)-(66,196)
Shares issued in lieu of fees to directors1,383,33134,583--
Share issue - employee benefit2,000,00050,000--
Balance at end of the year552,591,11638,705,945416,642,00836,097,125
No particular number of shares are authorised. There is no par value of shares.
All issued ordinary shares carry equal rights in respect of voting and the receipt of dividends, and
upon winding up rank equally with regard to the Company’s residual assets.
Shares were issued during the:
a. current period:
The Company undertook a share placement and a rights issue during the year, issuing
132,565,777 shares at $0.02 per share to raise $2,651,316, before costs. The Company also
issued 2,000,000 shares to the CEO, Beata Edling, as part of her remuneration and 1,383,331
shares to directors in lieu of fees.
b. prior period:
The Company undertook a share placement and a rights issue during the year, issuing
53,775,755 shares at $0.03 per share to raise $1,613,273, before costs.
NOTE 15. EARNINGS PER SHARE
2024
$
2023
$
Basic and Diluted loss per share:
Net loss attributable to shareholders ($)(2,050,533)(2,401,840)
Weighted average number of ordinary shares on issue422,175,861 364,192,230
Basic and diluted loss per share (cents) (based on weighted
average number of shares on issue)
(0.49)(0.66)
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 47
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 16. SHARE BASED PAYMENTS
Options
A summary of the movements in share options issued to Directors, employees, consultants and
distributors are as follows:
Group
2024
#
2024
$
Weighted
Average
Exercise
Price
2023
#
2023
$
Weighted
Average
Exercise
Price
Options on issue
at start of year
5,000,000144,81310.0c14,000,000450,81313.9c
Options issued13,000,00089,6434.0c--N/A
Options lapsed--N/A(9,000,000)(306,000)15.0c
Options on issue
and exercisable at
the end of the year
18,000,000234,4565.7c5,000,000144,81310.0c
Of the options on issue:
• 18,000,000 had vested and were exercisable at 31 March 2024.
• 5,000,000 of these have an exercise price of NZ$0.10 per share, and an expiry date of 7
September 2024.
• 13,000,000 of these have an exercise price of NZ$0.04 per share, and an expiry date of 18 July
2026.
In the prior year, 9,000,000 options lapsed with an exercise price of 15 cents and expiry date 27
August 2022.
Options have been valued using the Black & Scholes model using the following variables:
Options Issued in FY2022Options Issued in FY2024
Number issued5,000,00013,000,000
Share price at date of valuation$0.063$0.024
Exercise price$0.10$0.04
Risk free government bond rate0.036%4.07%
Option period3 years2.73 years
Share price volatility100%64%
Value per optionNZ$0.0164NZ$0.0069
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 48
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 17. RESERVES
The foreign currency translation reserve records exchange differences arising on translation
of Truscreen Pty Ltd from AUD functional currency and Truscreen Ltd (UK) from GBP functional
currency to the presentation currency of the Group (NZD).
The share option reserve records items recognised as expenses on valuation of share options
issued to employees, distributors and Directors but not yet exercised or lapsed.
NOTE 18. CASH FLOW INFORMATION
2024
$
2023
$
Reconciliation of cash flow from operations with loss after income
tax
Loss for the period(2,050,533)(2,401,840)
Adjusted for:
Impairment of non-current assets-49,700
Provision for inventory obsolescence21,577-
Share based payment expense89,64354,873
Unrealised exchange difference arising from translating loss
items at the date of transaction
(6,104)(113,010)
Operating cash flows before working capital changes(1,945,417)(2,410,277)
Decrease in trade and other receivables122,159105,137
Decrease in goods and services taxes recoverable12,5902,880
Increase in prepayments(68,242)(26,092)
Decrease/(increase) in inventory72,187(66,553)
(Increase)/decrease in research and development tax offset(131,323)264,854
Decrease in trade and other payables(111,939)(7,120)
Increase/(decrease) in employee liabilities16,811(56,615)
Net cash outflow from operating activities(2,033,174)(2,193,786)
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 49
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 19. RELATED PARTY TRANSACTIONS
a. The Group’s main related parties are as follows:
Key management personnel:
Any person(s) having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including any Director (whether executive or otherwise)
of that entity, are considered key management personnel.
For details of disclosures relating to key management personnel, refer to Note 22 - Key Management
Personnel Compensation.
b. Transactions with related parties:
Transactions with Directors related to the payment of Directors fees in the amount of $250,000,
and the issue of 6,000,000 options (3,000,000 to Anthony Ho and 3,000,000 to Christopher Horn),
with an expense of NZ$41,374.
In February 2024, the Group received a loan of NZ$215,760 from Anthony Ho, a director of the
Company. The loan was unsecured and incurred interest at a rate of 15% per annum. The loan was
repaid in full on 20 March 2024, together with interest of $3,260.
The Company exchanged NZ$299,349 for A$278,746 in two transactions with Anthony Ho at the
prevailing exchange rates at the time of the exchange.
In addition, a capital raising fee is payable to Mr Kevin Ho, a relative of director Anthony Ho, in the
amount of $16,960 (2023: $11,763).
Subsequent to year end the Company executed a Line of Credit facility agreement with a Director
Anthony Ho, in the amount of A$300,000, secured by the FY2025 Research and Development Tax
Offset Claim. The facility expires fifteen months from 1 July 2024.
Payable to related parties
At balance date, the following amounts were due to related parties:
2024
$
2023
$
Anthony Ho22,500-
Kevin Ho 16,960 11,763
Christopher Horn 15,000 -
Dexter Consultants Limited14,3753,594
Integrated CFO Solutions25,42610,743
Total current liabilities94,26126,100
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 50
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 20. CONTINGENT LIABILITIES
TruScreen devices are warranted to be free from defects and to conform to product descriptions
and specifications for a period of one year from the date of original delivery of the TruScreen unit
by the dealer or agent to the customer. It is possible that outflows in settlement could result from
the warranty provided.
As no significant claims have been received to date, no provision has been made in these financial
statements, and any future settlement is expected to be immaterial.
The Group has a minimum contractual volume commitment for the production of single use sensors
for the next two financial years. Whilst the Group has every expectation of meeting this minimum
order requirement, a shortfall payment could become payable if this were not to be met.
NOTE 21. EVENTS SUBSEQUENT TO REPORTING DATE
The Group signed a new premises lease effective 1 July 2024 for a period of three years with an
annual rental of $135,419.
The Group has executed a line of credit agreement with director Anthony Ho dated 30 June 2024.
Key terms include:
• A facility of A$300,000 able to be drawn in multiples of A$100,000.
• The facility is to be secured against the expected Research and Development Tax offset claim
for the 31 March 2025 financial year.
• If drawn upon, repayment is required within 15 months of the date of the agreement or
alternatively settled when the 31 March 2025 Research and Development Tax offset claim is
received.
• The facility will incur a line fee of 1%, and additionally bears interest on any drawn portion at
15% per annum (which is to be paid upon repayment of the facility.)
• In the event of default (including insolvency of the Group, or misrepresentation by the Group),
payment of all principal and interest would also become due immediately.
Other than as outlined above there have been no events subsequent to reporting date which
would have a material effect on the Group’s financial statements at 31 March 2024.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 51
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2024
NOTE 22. KEY MANAGEMENT PERSONNEL COMPENSATION
The totals of remuneration paid to key management personnel (KMP) of the Group during the
period are as follows:
2024
$
2023
$
Short-term employment benefits – Directors fees
1
250,000216,667
Directors’ fees accrued to be settled by the issue of shares
1
-33,333
Short-term employment benefits – Director’s consulting fees
2
-121,885
Directors share based payments41,374-
Other key management personnel
3
Short-term employee benefits 511,494431,187
Post-employment benefits – Superannuation41,53034,111
Share based payments48,26954,873
Total employment benefits601,293520,171
Tota l892,667 892,056
1 Directors’ fees to the Directors of the parent entity as follows:
2024
$
2023
$
Anthony Ho90,00090,000
Christopher Horn60,00060,000
Juliet Hull50,00050,000
Dexter Cheung50,00050,000
250,000250,000
2 Short-term benefits in the current year of $nil were paid by Truscreen Pty Ltd to an interim CEO (2023: $121,885).
The director fees for 2023 include an amount of $33,333 in share-based payments which were accrued in 2023 and
settled by way of share issue in 2024.
3. A further $44,414 (2023:$38,960) was paid to a company controlled by the Company Secretary, for accounting
services.
NOTE 23. COMMITMENTS
The Group has commitments in the amount of $38,194 (2023: $109,129). This relates to premises which
were originally expected to expire on 20 December 2023, but were renewed to 20 June 2024.
Independent Auditor’s Report
To the shareholders of
TruScreen Group Limited
Opinion
We have audited the consolidated financial statements of TruScreen Group Limited and its subsidiaries (the
group), which comprise:
▪ the consolidated statement of financial position as at 31 March 2024;
▪ the consolidated statement of profit or loss and other comprehensive income for the year then ended;
▪ the consolidated statement of changes in equity for the year then ended;
▪ the consolidated statement of cash flows for the year then ended; and
▪ the notes to the financial statements, including material accounting policy information.
In our opinion, the consolidated financial statements on pages 27 to 51 present fairly, in all material respects,
the financial position of the group as at 31 March 2024, and of its financial performance and its cash flows for
the year then ended in accordance with New Zealand equivalents to International Financial Reporting Standards
and International Financial Reporting Standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the consolidated financial statements section of our report.
We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor, we have no other relationship with, or interests in, the group.
Material uncertainty related to going concern
We draw attention to Note 1a in the financial statements, which states that the group has incurred a loss of
$2,050,553 (2023: $2,401,840) for the year ended 31 March 2024, and incurred operating and investing cash
outflows of $2,033,174 (2023: $2,243,486), and at balance date had cash and cash equivalents of $2,728,036
(2023: $2,160,468). As at 31 March 2024, the Group’s accumulated losses amounted to $35,371,339 (2023:
$33,320,806). As stated in Note 1a, these events or conditions, along with other matters explained in Note 1a,
indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements of the current period. The key audit matters identified below were
addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter
described in the Material Uncertainty Related to Going Concern section, we have determined the two matters
described below to be the key audit matters to be communicated in our report.
Revenue recognition
Why we considered this to be a key audit matter
Revenue is earned primarily from the sale of goods
to customers in overseas jurisdictions as detailed in
notes 5 and 6 to the financial statements.
As described in Note 1e to the financial statements,
the group’s revenue is recognised at the point in time
when control of the goods has transferred to the
customer, in accordance with the requirements of NZ
IFRS 15 Revenue from Contracts with Customers.
There is a risk that revenue could be recognised at
an incorrect point in time or at an incorrect amount.
Given the significance of revenue to the financial
statements, we consider revenue recognition to be a
key audit matter.
How our audit addressed this key audit matter
Our procedures in relation to revenue recognition
included:
▪ Understanding the processes and evaluating
the related controls implemented by the group
over revenue recognition, including
completeness, accuracy and occurrence of the
recorded revenue transactions; and
▪ Performing tests of detail, on a sample basis, to
ensure that revenue had been recognised when
the control of the products had been transferred
to the customer, consistent with the customers’
terms of trade and shipping documentation.
We further considered the terms of the related
contracts with customers to evaluate the
appropriateness of the accounting policies adopted,
and understand the extent of any related warranty
obligations.
We also evaluated the disclosures provided in
relation to revenue and customers in notes 5 and 6
to the financial statements.
Research and development tax offset receivable
Why we considered this to be a key audit matter
The group obtains research and development tax
offset payments from the Australian Taxation Office
(ATO) in respect of eligible expenditure incurred
towards research and development.
The balance sheet includes a material receivable of
$468,024 at 31 March 2024 for the year’s research
and development tax offset based on expenses
incurred during the financial year, as detailed in note
1f.
This receivable is based on an estimated calculation
for the year to 31 March 2024, derived from the
underlying accounting records. The group engages
an advisor to prepare the claim and related
documentation, based on information provided by
management.
Judgement is required in assessing the appropriate
amount of tax offset payments that are expected to
be received, given the complexity of the rules and
regulations surrounding the tax incentive payments.
Given the significance of this balance, we consider
this to be a key audit matter.
How our audit addressed this key audit matter
Our procedures included the following:
▪ We obtained evidence to support the
research and development (R&D) related
expenditure to be claimed in relation to
eligible activities, including the detailed
calculations that support the amount
recognised as a receivable. We utilised R&D
tax incentive specialists from our Australian
network firm to assist in our assessment of
the eligibility of the proposed claim.
▪ We also assessed the group’s history in
lodging and successfully receiving claims in
previous years.
▪ We evaluated the competencies and
objectivity of management’s external R&D
advisor.
▪ We performed tests of detail on the
underlying records which included evaluating
a sample of supporting documentation for
employee and supplier costs included within
the group’s eligible R&D activities.
Other information
The directors are responsible for the other information included in the annual report. The other information
comprises the reports and information on pages 4 to 25 and pages 56 to 66 (but does not include the
consolidated financial statements and our auditor’s report thereon), which we obtained prior to the date of this
auditor’s report. Our opinion on the consolidated financial statements does not cover the other information and
we do not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements, or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of the directors for the consolidated financial statements
The directors are responsible, on behalf of the group, for the preparation and fair presentation of the
consolidated financial statements in accordance with New Zealand equivalents to International Financial
Reporting Standards and International Financial Reporting Standards, and for such internal control as the
directors determine is necessary to enable the preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements,
the directors are responsible on behalf of the group for assessing the group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless those charged with governance either intend to liquidate the group or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements. A further description of the auditor’s responsibilities for the audit of the consolidated financial
statements is located at the XRB’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
Who we report to
This report is made solely to TruScreen Group Limited’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than TruScreen Group Limited and its shareholders, as a body, for our audit work, for this report
or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Jason Stinchcombe.
RSM Hayes Audit 4 July 2024
Auckland
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 56
GOVERNANCE
The Board and Executives of the Company are committed to conducting TruScreen’s business
ethically and in accordance with high standards of best practice corporate governance. They
guide and monitor the business and affairs of the Company on behalf of the shareholders by
whom they are elected and to whom they are accountable.
The Board will regularly review the Company’s governance structures and processes to ensure
they are consistent both in form, and in substance, with best practice and meet the requirements
of being a listed company of the New Zealand Stock Exchange and the Australian Securities
Exchange.
The primary objective of the Board is to build long-term shareholder value with due regard to
other stakeholder interests. It does this by guiding strategic direction and context and focusing
on issues critical for its successful execution.
TruScreen’s Board Charter sets out the governance principles, authority, responsibilities and
membership and operation of the Board of Directors. This governance statement outlines the
main corporate governance practices as at 31 March 2024.
COMPLIANCE
The Company seeks to follow the best-practice recommendations for listed companies to the
extent that it is appropriate to the size and nature of TruScreen’s operations.
The best practice principles which the Company considers in its governance approach are
the New Zealand Exchange (NZX) Listing Rules and the Australian Securities Exchange (ASX)
Listing Rules relating to corporate governance, the New Zealand Exchange (NZX) Corporate
Governance Best Practice Code, and the New Zealand Financial Market Authority’s (FMA)
Corporate Governance Principles and Guidelines (collectively the “Principles”), and the ASX
Corporate Governance Council’s principles and recommendations.
The structure of this section of the Annual Report reflects the requirements of the FMA’s Guidelines.
The Board’s view is that the Company’s corporate governance principles, policies, and practices
do not materially differ from best practice ‘Principles’.
The structure of the Company’s FY2024 Annual report and Corporate Governance statement
aligns to reflect the change to Foreign Exempt Listing status on the ASX.
The Company’s constitution, the Board and Committee Charters, codes and policies referred to
in this section are available on request or can be viewed on our website at www.truscreen.com.
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 57
GOVERNANCE PRINCIPLES AND GUIDELINES
PRINCIPLE 1 – ETHICAL STANDARDS
Directors observe and foster high standards of ethical behaviour and hold management
accountable for delivering these standards throughout the Company.
The Company expects its Directors, Officers, contractors, consultants and employees to act
legally, to maintain high ethical standards, and to act with integrity consistent with TruScreen’s
policies, guiding principles and values. A Code of Ethics sets out these standards for Directors,
Officers and employees, and is also available on the Company’s website. The Code of Ethics
covers key areas including:
• Care and compliance
• Acting honestly and ethically
• Acting in the Company’s best interests
• Conflicts of interest
• Use of knowledge and information
• Gifts, entertainment, and benefits
• Standards of behaviour
The Company has adopted policies to ensure it maintains high standards of performance and
behaviour when dealing with the Company’s customers, suppliers, shareholders, employees,
contractors, and consultants.
Specific policies are in place relating to the environment, Privacy Act requirements, confidentiality
of company information, conflicts of interest, complaints from stakeholders and trading in
company securities.
Conflicts of Interest
Directors are expected both individually and collectively to act in accordance with TruScreen’s
Directors’ Code of Ethics and to restrict involvement in other businesses that would likely lead to
conflicts of interest. The Board maintains an Interest Register.
Where conflicts of interest arise, the Board policy is for the conflicted Director(s) to advise the
Board and to absent themselves from the relevant discussions and related voting.
Trading in TruScreen Securities
On a continuing basis, the Board considers whether any matters under consideration are likely
to materially influence the present or future market expectations of the Company, including the
share value. It then determines whether or not there continues to be an ‘open window’ for share
trading by Directors or Officers of the Company. The policy is for a specific declaration in respect
of this matter to be made as appropriate. All proposed transactions need to be approved in line
with the company’s Security Trading Policy.
GOVERNANCE
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 58
PRINCIPLE 2 - BOARD COMPOSITION AND PERFORMANCE
The Board has a written charter which sets out the roles and responsibilities of the Board. There
is a balance of independence, skills, knowledge, experience, and perspective among Directors
that allows the Board to work effectively.
Board Size and Composition
The Board is comprised of Directors with a mix of qualifications, skills and experience appropriate
to the Company’s current business. As at 31 March 2024 there were 4 Directors on the Board.
All Directors act in a non-executive role. The Constitution provides for the Directors annually to
elect one of their number as Chairperson of the Board.
A biography of each Board member is set out separately in the Directors Report section of the
annual report and on the website.
The Board also regularly reviews its composition to ensure it has the right skill set and composition
to maximise the Company’s performance, opportunities and strategic direction. The Board has
a procedure for assessing director performance annually.
Independence of Directors
For a Director to be considered to be independent the fundamental consideration in the opinion
of the Board is that the Director be independent of the Executive and not have any relationship
that could, or could be perceived, to interfere materially with the Director’s exercise of his/her
unfettered and independent judgment.
The matters that the Board considers in determining director independence are specified in
the Board Charter. Having considered these matters and the composition of the Board, the
Company considers the Directors hold an appropriate mix of skills, expertise and independence.
The TruScreen Board has reviewed which of its Directors are deemed to be independent in
terms of NZX Listing Rules and has determined as follows:
Independent Directors: Anthony Ho, Christopher Horn, Juliet Hull and Dexter Cheung;
The Board therefore determines that the Board of TruScreen is comprised with an appropriate
number of Independent Directors. Further, the Chairperson and the Chairs of the Audit, Finance
& Risk Committee and the Remuneration & Nomination Committee are independent directors.
In terms of the NZX and ASX listing rules, Juliet Hull and Dexter Cheung are ordinarily resident in
New Zealand and Anthony Ho and Christopher Horn are ordinarily resident in Australia.
Responsibilities of the Board and Executive
The business and affairs of the Company are managed under the direction of the Board of
Directors on behalf of shareholders. The Board’s responsibilities include:
• appointment of the Chief Executive Officer or equivalent and other senior executives and
the determination of their terms and conditions including remuneration and termination;
• driving the strategic direction of the Company, ensuring appropriate resources are available
to meet objectives and monitoring management’s performance;
• reviewing and ratifying systems of risk management and internal compliance and control,
Codes of Conduct and legal compliance;
• approving and monitoring the progress of major capital expenditure, capital management
and significant acquisitions and divestitures;
GOVERNANCE
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 59
PRINCIPLE 2 - BOARD COMPOSITION AND PERFORMANCE (CONTINUED)
• approving and monitoring the budget and the adequacy and integrity of financial and
other reporting; and
• ensuring a high standard of corporate governance practice and regulatory compliance and
promoting ethical and responsible decision making.
The Board meets on a regular basis to review the performance of the Company against its
goals both financial and non-financial. In normal circumstances, prior to the scheduled board
meeting, each board member is provided with a formal board package containing appropriate
management and financial reports.
Responsibility for the day-to-day operations and administration is delegated by the Board to
the Chief Executive Officer and the Senior executive team within approved levels of authority.
These delegations have been reviewed in the last three months.
Appointment and Retirement of Directors
The Board has a procedure for the nomination and appointment of Directors to the Board. All
directors have a letter of appointment establishing the terms of their appointment.
At each annual meeting at least one third of the Directors (or the nearest whole number –
which at the current time is one director) retire by rotation and are eligible to seek re-election
at the annual general meeting, along with any appointments made since the previous annual
meeting. Included in the notice of meeting, the Board will provide guidance to shareholders as
to whether the director who is seeking election or re-election is endorsed by the non-interested
directors.
Information about a candidate standing for election or re-election as a director is provided to
shareholders to enable them to make an informed decision on whether or not to elect or re-
elect the candidate. This information may include:
• biographical details, including relevant qualifications, experience and skills;
• details of other material public company directorships;
• a statement regarding whether the director qualifies as independent;
• any material adverse information or potential conflicts of interest, position or association;
• the term of office currently served (for directors standing for re-election); and
• a statement whether the board supports the election or re-election of the candidate.
The company does not pay retirement benefits to any Director on retirement.
Board Processes
The Board has a regular meeting schedule complemented by regular electronic and telephone
communication. The Board meetings and circular resolutions taken by the Board are set out in
the Directors Report.
Diversity Policy
The Company has a diversity policy which is on its website and reports annually, in the operations
section of the annual report, relevant statistics.
GOVERNANCE
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 60
PRINCIPLE 3 – BOARD COMMITTEES
The Board uses committees where this enhances the effectiveness in key areas while retaining
Board responsibility.
The Board operates 2 Committees to assist in the execution of the Board’s duties – the
Remuneration and Nomination Committee and the Audit, Finance & Risk Committee. Each
Committee has a specific Charter. Committee members are appointed from members of the
Board and membership is reviewed on an annual basis. All matters determined by committees
are submitted to the full Board as recommendations for Board decision.
Remuneration and Nomination Committee
All Directors are members of the Remuneration Committee. The Committee recommends
the remuneration policies and packages, including performance incentives for the Chief
Executive Officer and the Senior executive team. Independent advice is obtained as regarding
remuneration levels and packages. Additionally, the Committee reviews: the performance of the
Chief Executive Officer; succession planning for the Senior executive team; succession planning
for the Board; risk and compliance monitoring in relation to the human resources function of the
Company; and the Company’s performance in respect of responsible governance.
This Committee is also responsible for establishing and monitoring remuneration policies and
guidelines for Directors which enable the Company to attract, retain and motivate Directors
to contribute to the successful governing of the Company and create value for shareholders.
External advice is considered in setting the Directors’ fees which in aggregate are approved by
shareholders.
The committee is also responsible for reviewing and ensuring compliance to all Health and
Safety policies within the company to ensure employees, contractors and visitors are operating
in a safe environment.
The Committee, which function was discharged by the full board, met twice during the 12 months
to 31 March 2024.
The Committee is satisfied that the Company, and the Chief Executive Officer, has implemented
and continued to enforce a culture of Health and Safety compliance with all regulations in the
countries in which the Company operates.
Audit, Finance & Risk Committee
The Audit, Finance & Risk Committee comprises of Christopher Horn (chair), Dexter Cheung, and
Juliet Hull. The committee is comprised of three non-executive directors, all are independent.
One Director, Christopher Horn, is a qualified accountant. The chair of the committee is different
to the Chairperson of the Board and has no relationship to the external auditor.
The role of the Committee is to oversee and monitor the annual audit process, ensure appropriate
financial and operational information is provided to stakeholders, to monitor the management of
business risk to the organisation, review the framework of internal control and governance which
the Executive and the Board have established, and to promote integrity and transparency in
financial reporting. The Chief Executive Officer and Chief Financial Officer are invited to attend
meetings as appropriate. The Audit, Finance & Risk Committee met twice during the 12 months
to 31 March 2024.
The Audit, Finance & Risk Committee also communicates with the Company’s external auditors
as and when deemed necessary by the Committee.
GOVERNANCE
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 61
PRINCIPLE 4 – REPORTING AND DISCLOSURE
The Board demands integrity in financial reporting, non-financial reporting, and in the timeliness
and balance of corporate disclosures.
The Company is committed to ensuring integrity and timeliness in its financial reporting, non-
financial reporting, and in providing information to the market and shareholders which reflects
a considered view on the present and prospects of the Company.
Financial Reporting
The Audit, Finance & Risk Committee oversees the quality and integrity of external financial
reporting including the accuracy, completeness, and timeliness of financial statements.
It reviews half-yearly and annual financial statements and makes recommendations to the
Board concerning material accounting policies, areas of judgment, compliance with accounting
standards, NZX and legal requirements, and the results of the external audit.
Management accountability for the integrity of the Company’s financial reporting is reinforced
by the certification from the Chief Executive Officer and Chief Financial Officer, in writing, that
the Company’s financial report presents a true and fair view in all material aspects.
Non-financial Reporting
The Group does not produce any non-financial reports given a very small workforce and low
impact small assembly manufacturing operations.
The Board considers the appropriate level of non-financial reporting, considering the interests
of stakeholders and material exposure to environmental, social and governance (ESG) factors.
The Board maintains an effective system of internal control for reliable non-financial reporting
through the same policies, procedures, and controls as financial reporting.
The Company’s code of ethics, code of conduct, board and committee charters, and other
governance documents are available at www.truscreen.com/governance.
Timely and Balanced Disclosure
Continuous disclosure obligations of NZX and ASX require all listed companies to advise the
market about any material events and developments as soon as the Company becomes aware
of them. The Company has policies and a monitoring program in place to ensure that it complies
with these obligations on an on-going basis and ensures timely communication of material
items to shareholders through NZX and ASX or directly as appropriate.
The Company makes available its governance policies and announcements on its website.
PRINCIPLE 5 – REMUNERATION
The remuneration of Directors and Senior executives is transparent, fair, and reasonable.
Making sure team members get the rewards they deserve is the responsibility of the Remuneration
and Nomination Committee, a committee of the Board. The Committee makes recommendations
to the Board on salaries and incentive programs and more widely on human resource and
people management issues.
The remuneration details of non-executive directors and senior executives are set out in the
Remuneration Report that forms part of the Directors’ report.
GOVERNANCE
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 62
PRINCIPLE 5 – REMUNERATION (CONTINUED)
Non-Executive Directors’ Remuneration
The fees payable to the Non-Executive Directors are determined by the Board within the
aggregate amount approved by shareholders. The Board considers the advice of independent
remuneration consultants when setting remuneration levels. As at 31 March 2024 the current
Directors’ fee pool limit is NZ$300,000. All benefits or incentives paid to Directors are included
as part of the disclosures in the Remuneration Report. Non-executive directors’ remuneration is
paid as fees. Retirement payments are not provided, other than superannuation.
Senior executive Remuneration
The objective of the Senior executive remuneration approach is to provide competitive
remuneration aimed at: aligning executives’ rewards with shareholders’ value; achieving business
plans and corporate strategies; rewarding performance improvement; and retaining key skills
and competencies.
The performance of senior executives is measured against criteria agreed annually and bonuses
and/or incentives are linked to predetermined performance criteria and may, with shareholder
approval, include the issue of shares and/or options.
Staff Remuneration
All staff other than Senior executives are remunerated by salary plus industry standard leave
entitlements. Currently no staff qualify to participate in a long-term executive share scheme plan.
PRINCIPLE 6 – RISK MANAGEMENT
The Board regularly verifies that the entity has appropriate processes that identify and manage
potential and relevant risks.
Business Risks
The Company maintains a risk management register to identify and address areas of significant
business risk and to manage steps being taken to manage them. The Chief Executive Officer
and Senior executive team are required to identify the significant risks affecting the business,
their likelihood, their potential impact, and steps take to manage each significant risk. The
Board receives and reviews risk register, and risk management plan on an annual basis. Risk is
also a standing item on the agenda of board meetings, for reporting against identified material
business risks.
The Company also maintains insurance policies that it considers adequate to meet the
insurable risks of the Company and Group. Exposure to any foreign exchange risk is managed in
accordance with policies endorsed by the Directors.
GOVERNANCE
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 63
PRINCIPLE 6 – RISK MANAGEMENT (CONTINUED)
Health and Safety
The Chief Executive Officer acts as the Health and Safety Co-ordinator and reports to the
Remuneration and Nomination Committee on Health and Safety issues. The Committee
works with the Chief Executive Officer to identify workplace hazards and monitor and review
compliance with the Company’s documented occupational health and safety policies and
procedures. Health and Safety reviews are routinely dealt with by the Board.
Chief Executive and Chief Financial Officers Assurance
The Chief Executive Officer and Chief Financial Officer have provided the Board with written
confirmation that the Company’s financial statements are founded on a sound system of risk
management and internal compliance and control; and that all such systems are operating
efficiently and effectively in all material respects.
Risk Monitoring
The Audit, Finance & Risk Committee reviews the Company’s risk management policies and
processes and the Senior executive provides an updated risk assessment profile to each meeting
of the Audit, Finance & Risk Committee. The Remuneration and Nomination Committee reviews
human resource management risks.
PRINCIPLE 7 – AUDITORS
The Board ensures the quality and independence of the external audit process.
Independence
To ensure the independence of the Company’s external auditor is maintained, the Board has
agreed the external auditor should not provide any services not permitted under International
Federation of Accountants regulations. This is monitored by the Audit, Finance & Risk Committee.
External Auditor
TruScreen’s external auditor is RSM Hayes Audit. RSM was appointed on 17 February 2020 and
ratification of their appointment by the shareholders will be sought at the next Annual General
Meeting in accordance with the provisions of the Companies Act 1993 (Act).
RSM will be invited to attend this year’s annual meeting and will be available to answer questions
about the audit process, TruScreen’s accounting policies, and the independence of the auditor.
The Audit, Finance & Risk Committee meets with and receives regular reports from the external
auditors concerning any matters that arise in connection with the performance of their role,
including the adequacy of internal controls.
GOVERNANCE
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 64
PRINCIPLE 8 – SHAREHOLDER RELATIONS AND STAKEHOLDER INTERESTS
The Board fosters constructive relationships with shareholders and stakeholders that encourages
them to engage with the company.
The Board aims to ensure that all shareholders are informed of all information necessary to assess
the Company’s strategic direction and performance. They do this through a communication
strategy which includes:
• periodic and continuous disclosure to NZX and ASX;
• information provided to media and briefings to major shareholders;
• half yearly and annual reports;
• regular investor updates;
• the annual shareholders meeting which is conducted in a very open manner in which a
range of questions are considered;
• the Company’s website.
The Company ensures timely circulation of notices on annual or general meetings.
An updated view of the Company’s strategic direction is a key presentation at the annual
general meeting to encourage shareholder understanding of, and support of, the Company’s
strategies and goals.
The Company ensures that its shareholders are considered when seeking additional equity
capital.
GOVERNANCE
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 65
Holder NameHolding
% Issued
Capital
1New Zealand Depository Nominee63,651,64211.52
2New Zealand Central Securities Depository Limited34,430,3506.23
3Consolidated Nominees Pty Ltd29,539,9005.35
4Masfen Securities Limited29,050,3695.26
5Bhagwanji Bhula Rama27,791,6665.03
6Ryan Peter Parkin18,040,0003.26
7Kevin Ho & Vikki Ho16,070,8962.91
8Albert Nominees Limited11,000,0001.99
9David Russell Stewart & Adrienne Ruth Stewart10,447,6911.89
10Consolidated Nominees Pty Ltd10,062,5001.82
11Custodial Services Limited8,561,8381.55
12Melda Super Pty Ltd7,500,0001.36
13Anthony Peng Ho & Chui Hoong Ho <Super Fund A/C>7,200,0001.3
14Lah Investment Co Pty Limited6,618,6601.2
15Christopher Lawrence Horn & Marilyn Gai Horn5,381,2280.97
16Neil Douglas Waites5,000,0000.9
17B J Lindsay & J J Parsonson & W D Anderson & S M Palmer4,502,6090.81
18Zhen Chen4,486,4330.81
19Song Huang3,754,0680.68
20Caroline Robyn Ball & Christopher John Thomson Bush3,478,6810.63
To ta l 306,568,53155.47
Total issued capital552,591,116100.00
INVESTOR RANGES AS AT 5 JUNE 2024
Holding RangesHolders Total Units
% Issued Share
Capital
above 0 up to and including 1,0004014,9230.00
above 1,000 up to and including 5,000243875,6490.16
above 5,000 up to and including 10,0003182,651,0280.48
above 10,000 up to and including 50,00067817,303,0693.13
above 50,000 up to and including 100,00021916,996,1063.08
above 100,000477514,750,34193.15
To ta l s1,975552,591,116100.00
TOP TWENTY SHAREHOLDERS AS AT 5 JUNE 2024
SHAREHOLDER INFORMATION
TRUSCREEN GROUP LIMITED ANNUAL REPORT 2024 l 66
ISSUED CAPITAL AS AT 5 JUNE 2024
TRU552,591,116
Holders1,975
INVESTORS DOMICILE AS AT 5 JUNE 2024
Holders
New Zealand1,299
Australia670
Rest of World6
Issued Capital
New Zealand421,391,480
Australia127,775,348
Rest of World3,424,288
The Company had 1,037 unmarketable
parcels as at 5 June 2024.
As at 5 June 2024 the Company had
13,000,000 unlisted options on issue (3
option holders) with exercise price of
NZ$0.04 cents and expiry date 15 July 2026,
and 5,000,000 unlisted options on issue (11
holders) exerciseable at NZ$0.10 per share
with expiry date of 7 September 2024.
SHAREHOLDER INFORMATION
Australian Registered Office:
C/- TruScreen Pty Limited
Level 1, 1 Jamison Street
Sydney NSW 2000, Australia
Company Secretary
Guy Robertson
guyrobertson@truscreen.com
TruScreen Group Limited
C/- HLB Mann Judd Limited,
Level 6, Equitable House
57 Symonds Street, Grafton,
Auckland, New Zealand
E: info@TruScreen.com
T: +61 2 8999 3896
truscreen.com
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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.