1. Purpose
These Rules establish periodic financial, operational and corporate reporting for IDSX Issuers so investors can assess financial condition, performance, cash flows, operations, risks, capital, ownership, governance and Digital Securities.
2. Application
Apply to every admitted Issuer unless IDSX grants a waiver, approves an alternative or equivalent regime, or another Rule provides otherwise.
3. Relationship with Continuous Disclosure
Periodic reports do not replace continuous disclosure. Do not defer Material Information because a report is due, under audit or in preparation.
4. Reporting Periods
Unless otherwise approved, reporting comprises Full-Year Results, an Annual Report and Half-Year Results. IDSX may add requirements for particular Issuers or securities.
5. Financial Year
Notify IDSX of year-end and give prior notice of a material change, explaining its reason, transitional period, comparative effect and revised timetable.
6. Full-Year Results Announcement
Release no later than 60 days after financial year-end unless IDSX approves another period.
7. Half-Year Results Announcement
Release no later than 60 days after the half-year end unless IDSX approves another period.
8. Annual Report
Publish no later than three months after year-end, or earlier if law requires, unless IDSX approves an alternative timetable.
9. Earlier Reporting Permitted
Reports may be released early; published information must be accurate, materially complete, authorised and not misleading.
10. Full-Year Results Content
Include relevant revenue, profit/loss, EPS, assets, liabilities, net assets, cash, operating cash flow, financing, prior-period changes, dividends, subsequent events and context needed to understand results.
11. Half-Year Results Content
Provide sufficient financial and operational information, including revenue, profit/loss, cash, material balance-sheet changes, financing, operational developments, comparatives, dividends and subsequent events.
12. Comparative Information
Provide corresponding prior-period comparatives where appropriate; explain when they are unavailable.
13. Financial Statements
Annual Report statements must follow Applicable Law, relevant financial reporting standards and IDSX requirements.
14. Applicable Accounting Standards
Use a framework appropriate to jurisdiction and status. IDSX may recognise NZ IFRS, IFRS, Australian Accounting Standards, US GAAP or another approved framework.
15. Consistency of Accounting Standards
Apply accounting policies consistently. Identify and explain material changes, quantify where practicable and restate comparatives where required.
16. Overseas Issuers
IDSX may accept home-jurisdiction standards and require reconciliation, explanation, supplemental information or other comparability disclosure.
17. Audited Annual Financial Statements
Where law or IDSX Rules require, annual statements must be audited by a qualified independent auditor and the report accompany or form part of the Annual Report.
18. Auditor Qualifications
Auditors must meet applicable legal and professional requirements. IDSX may request evidence of registration, standing, independence, experience and jurisdictional recognition.
19. Auditor Independence
Maintain arrangements protecting auditor independence and address material relationships under law and professional standards.
20. Modified Audit Opinions
Clearly disclose qualified, adverse or disclaimed opinions, emphasis-of-matter paragraphs and material going-concern statements; assess separate continuous disclosure.
21. Half-Year Review
IDSX may require independent review based on Issuer size, security, investor profile, law or admission conditions. Unreviewed information must not be described as audited or reviewed.
22. Annual Report Content
Provide enough information to assess condition, operations and governance, including company and business overview, statements, audit report, management discussion, risks, capital, major holders, governance, related parties, remuneration where required, corporate actions, Digital Securities and legally required sustainability information.
23. Management Discussion
Discuss material revenue drivers, costs, profitability, cash flows, liquidity, capital expenditure, debt, investments, business developments and any outlook provided.
24. Balanced Reporting
Commentary must be balanced and must not omit material adverse matters needed to understand performance.
25. Key Business Metrics
Material non-financial or industry metrics regularly used by the Issuer should be reported consistently, such as customers, recurring revenue, assets under management, volume, occupancy, production or backlog.
26. Alternative Performance Measures
Identify and define non-GAAP measures, use them consistently, explain adjustments, avoid misleading presentation and reconcile to financial-statement measures where appropriate.
27. Principal Risks
Describe material risks, which may include market, concentration, financing, liquidity, regulatory, operational, cyber, technology, key-person, litigation, supply-chain and Digital Security risks.
28. Risk Changes
Identify material changes in principal risks since the prior period where appropriate.
29. Liquidity and Working Capital
Explain material liquidity and funding risks, including cash, facilities, debt maturities, covenants, working capital, refinancing and going concern.
30. Going Concern
Disclose material going-concern uncertainty under applicable standards and assess continuous disclosure obligations.
31. Capital Structure
Describe authorised, issued, quoted, unquoted, treasury, option, warrant, convertible, debt and Digital Securities as relevant.
32. Changes in Capital
Disclose material issues, raises, conversions, redemptions, buybacks, cancellations, splits, consolidations and other capital changes.
33. Shareholder Information
Where applicable, report shareholder numbers, substantial holders, concentration, security classes, voting rights and other legally required ownership information.
34. Directors
Identify directors serving during the period and relevant positions, appointment/resignation dates, independence and committee membership.
35. Senior Management
Include material senior-management information where required or appropriate.
36. Corporate Governance
Report governance matters required by law, IDSX Listing Rules and applicable governance requirements.
37. Related-Party Transactions
Disclose material related-party transactions under accounting standards, law and IDSX Rules.
38. Related-Party Balance
Enable investors to understand material relationships with directors, managers, controllers, subsidiaries, affiliates and other related persons.
39. Director and Senior Manager Interests
Include or reference interests required to be disclosed by law or IDSX Rules.
40. Material Contracts
Describe material contractual developments needed to understand the business or financial condition.
41. Litigation and Regulatory Matters
Disclose material proceedings or investigations that remain relevant at the reporting date where required.
42. Subsequent Events
Consider material post-balance-date, pre-publication events under accounting standards and IDSX disclosure requirements.
43. Dividends
Report dividends declared, paid or proposed, per-security amounts, dates and material policy changes.
44. Use of Proceeds
Report material use of capital raised where required and consider further disclosure when announced use materially changes.
45. Material Acquisitions and Disposals
Provide appropriate information about significant acquisitions and disposals completed during the period.
46. Digital Securities Reporting
Digital Security Issuers must report information sufficient to understand continuing structural integrity.
47. Digital Security Supply
As relevant, report legally issued securities, tokens issued/outstanding, treasury and burned/frozen tokens, operational or settlement holdings and material discrepancies.
48. Digital Security Reconciliation
At each annual reporting date reconcile legally issued securities, the authoritative register and outstanding tokens; records must be materially consistent.
49. Reconciliation Differences
Investigate, appropriately correct and document material differences, and disclose them where material.
50. Token Minting and Burning
Summarise material minting and burning and reconcile it to valid issuance, cancellation, redemption, conversion, corporate action or other authorised event.
51. Blockchain Information
Disclose material changes in blockchain, token standard, contract, registry, settlement, custody, wallet-eligibility or other core infrastructure.
52. Smart Contract Changes
Disclose material upgrades or replacements, explaining purpose, changes, investor and rights effects, migration and security implications.
53. Administrative Keys
Maintain appropriate disclosure of material administrative authority without publishing sensitive information that could create cybersecurity risk.
54. Digital Security Incidents
Summarise material period incidents, including vulnerabilities, wallet compromise, unauthorised minting, reconciliation, network, custody, key or settlement failures. Report material incidents promptly under continuous disclosure too.
55. Custody Information
Describe the principal Digital Security custody arrangement where material.
56. Wallet Distribution
IDSX may require aggregate wallet or ownership concentration data. Do not publicly disclose personal investor information unless legally required.
57. Free Float
Where applicable, report free float, public holdings, control, concentration and liquidity-relevant ownership information.
58. Market Maker Information
Where materially important to liquidity, IDSX may require disclosure of the arrangement, Market Maker identity where appropriate, duration and material changes. Sensitive parameters need not necessarily be published.
59. Sponsor Information
Where continuing sponsorship is required, identify the current Sponsor in the Annual Report.
60. Change of Sponsor
Disclose a Sponsor change when required; do not defer it to the next periodic report.
61. Debt Securities
Debt Issuers may need to report principal outstanding, interest, maturity, covenants, collateral, credit events, defaults and redemptions.
62. Covenant Compliance
Report material covenant compliance as required. Do not defer a breach where continuous disclosure is required.
63. Managed Investment Products
IDSX may prescribe product-specific periodic reporting for managed investment products.
64. Issuer Certifications
IDSX may require officer certification addressing review, fair presentation, completeness, reporting controls and Digital Security reconciliation.
65. Board Approval
Approve annual statements and reports under law and the Issuer’s governance requirements.
66. Internal Controls
Maintain reliable reporting controls for financial data, accuracy, consolidation, disclosures, ownership and capital records, token supply and corporate actions.
67. Audit Committee
Maintain an Audit Committee or equivalent where required by law or IDSX Listing Rules.
68. Audit Committee Responsibilities
Responsibilities may include financial-report review, financial controls, external audit and independence, significant accounting judgments, reporting integrity and control deficiencies.
69. Reporting Currency
State reporting currency and explain material changes.
70. Reporting Language
Publish in IDSX-required languages and take reasonable steps to keep translations materially consistent.
71. Filing Through IDSX
Submit required reports through IDSX disclosure systems and make them available by the deadline.
72. Issuer Website
Issuers should keep current periodic reports on their websites where practicable.
73. Investor Access
Reports should remain reasonably accessible. IDSX may archive historical reports.
74. Electronic Reporting
IDSX may require PDF, structured financial data, machine-readable formats or another approved standard.
75. Structured Data
IDSX may introduce structured reporting for analysis, surveillance, comparison, regulatory reporting and investor access.
76. Reporting Consistency
Report material metrics consistently where practicable and explain changed definitions.
77. Restatements
Identify affected periods, error, reason, financial effect and revised data when restating prior information.
78. Material Errors
Promptly correct material errors; do not wait for the next reporting date.
79. Reporting Delays
Notify IDSX as early as practicable if a deadline may be missed, explaining reasons, expected date, financial uncertainty and other relevant circumstances.
80. Extension of Reporting Deadline
IDSX may grant an extension where lawful and justified by exceptional circumstances; extensions are not automatic.
81. Exceptional Circumstances
Circumstances may include disaster, cyber incident, lost records, major consolidation, auditor disruption, operational failure or another event beyond reasonable control.
82. Trading Consequences of Delay
For missing reports IDSX may issue notices, identify overdue status, enhance supervision, restrict corporate actions, suspend trading or take other Rule-based action.
83. Reporting Calendar
IDSX may publish a calendar; Issuers remain responsible even if no reminder is given.
84. Change of Auditor
Disclose auditor changes where required and explain circumstances where required.
85. Auditor Resignation
Consider continuous disclosure when resignation raises material reporting or governance concerns.
86. Material Control Deficiencies
Disclose a material financial-reporting or Digital Security reconciliation weakness where it could materially affect investors.
87. Fraud
Immediately assess material fraud found during report preparation or audit under Continuous Disclosure Rules.
88. Smaller Issuers
Reporting form and complexity may be proportionate to size, business, security, investor base and regulatory risk.
89. Reporting Standard Is Not Reduced for SMEs
Proportionality does not permit incomplete or misleading reporting, omission of Material Information, inadequate token reconciliation or failure to meet mandatory duties.
90. Alternative SME Reporting Formats
IDSX may prescribe simplified templates for eligible SMEs if investors still receive necessary information.
91. Quarterly Reporting
Quarterly reports are not generally required unless imposed for admission or a segment, heightened supervision, law or voluntary adoption.
92. Voluntary Quarterly Updates
Voluntary updates must be accurate, balanced, consistent, not misleading and comply with continuous disclosure.
93. Voluntary Reporting Does Not Create a Guarantee
Do not present voluntary forecasts, targets or outlook as guaranteed outcomes.
94. Environmental, Social and Governance Information
Where law or IDSX requires ESG reporting, use the applicable standard. No particular framework is independently required unless specified by IDSX.
95. Forward-Looking Statements
Forecasts and projections require reasonable grounds; disclose material assumptions where appropriate.
96. Disclaimer Does Not Cure Misleading Information
A general disclaimer does not excuse materially false or misleading reporting.
97. Market Sensitive Information
Maintain confidentiality and insider controls while preparing reports that may contain Material Non-Public Information.
98. Preliminary Results
Prepare preliminary results with reasonable care and promptly explain material differences from final audited results.
99. Annual General Meeting
Where required by law, coordinate Annual Report and reporting timetables with AGM requirements.
100. Corporate Actions
Identify material period corporate actions; administration remains subject to IDSX Corporate Actions Rules.
101. Shareholder Rights
Report material changes to shareholder rights without delaying an earlier announcement required by Continuous Disclosure Rules.
102. Material Issuer Events
Provide context on material events announced during the period without needing to reproduce every announcement.
103. Cross-Border Reporting
Dual-market Issuers may seek approval to use equivalent foreign-market reports; IDSX may require supplements.
104. Simultaneous Release
Where practicable, dual-listed Issuers should release results simultaneously across markets.
105. Foreign Reporting Deadlines
IDSX may recognise a regulated foreign timetable if investor protection is maintained, information remains timely and the arrangement is approved.
106. Waivers
IDSX may grant lawful waivers considering equivalence, unusual year-end, restructuring, burden, investor protection and market integrity.
107. Issuer Responsibility
The Issuer remains responsible for report accuracy and completeness despite reliance on auditors, accountants, Sponsors, lawyers, technology providers or other advisers.
108. Sponsor Role
Sponsors may assist with timetable, compliance, announcement review, interpretation and escalation.
109. Sponsor Does Not Prepare the Financial Statements by Default
Appointment alone does not make a Sponsor responsible for preparing or auditing financial statements.
110. IDSX Information Requests
IDSX may request financial records, reconciliations, auditor correspondence, token-supply and ownership records, approvals and other supporting documents.
111. Regulatory Cooperation
IDSX may provide reporting information to competent authorities where required or legally permitted.
112. Periodic Reporting Review
IDSX may review compliance; review is not verification or approval of the Issuer’s financial condition.
113. No IDSX Endorsement
Publication through IDSX does not approve the Issuer, verify profitability or solvency, endorse forecasts or constitute investment advice.
114. Breach
A breach may include non-filing, lateness, incomplete or misleading reports, uncorrected errors, improper accounting, missing audit disclosure, failed token reconciliation or non-cooperation.
115. Enforcement
IDSX may warn, require correction or restatement, enhance reporting, require audit/review, impose conditions, suspend trading, delist, enforce or refer to authorities.
116. Relationship with Continuous Disclosure Rules
Periodic Reporting sets regular publication; Continuous Disclosure requires Material Information without waiting for the next period.
117. Relationship with Digital Securities Rules
Digital Security reporting and reconciliation must comply with IDSX Digital Securities Rules.
118. Relationship with Corporate Actions Rules
Material capital changes and distributions must also comply with IDSX Corporate Actions Rules.
119. Relationship with Shareholder Rights & Voting Rules
Periodic reports must reflect material shareholder-rights matters appropriately.
120. Applicable Law
These Rules supplement law and do not reduce statutory financial reporting, audit or filing duties.
121. Amendments
IDSX may amend these Rules for legal, regulatory, accounting, market, Digital Security or operational developments.
122. Effective Date
These Rules take effect on the date determined and published by IDSX.
IDSX Periodic Reporting Rules — Version 1.0