UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 For the transition period from  to
 Commission file number 0-29962
 Novogen Limited
 
 Not Applicable    New South Wales, Australia    140 Wicks Road, North Ryde, New South Wales 2113, Australia     None    Ordinary Shares*
American Depositary Shares, each representing five Ordinary Shares
 
 *
    
    Not for trading, but only in connection with the registration of American Depositary Shares.
 
 Not Applicable
   o þ
  o þ
  þ o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o  U.S. GAAP o
    
    International Financial Reporting Standards as issued
By the International Accounting Standards Board þ
    
    Other o
  o o
  o þ




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TABLE OF CONTENTS
 Forward Looking Statements
    
    
    1PART IITEM 1.
    
    Identity of Directors, Senior Management and Advisors
    
    
    2ITEM 2.
    
    Offer Statistics and Expected Timetable
    
    
    2ITEM 3.
    
    Key Information.
    
    
    2ITEM 4.
    
    Information on the Company
    
    
    15ITEM 4A
    
    Unresolved Staff Comments
    
    
    32ITEM 5.
    
    Operating and Financial Review and Prospects
    
    
    32ITEM 6.
    
    Directors, Senior Management and Employees
    
    
    42ITEM 7.
    
    Major Shareholders and Related Party Transactions
    
    
    57ITEM 8.
    
    Financial Information
    
    
    58ITEM 9.
    
    Offer and Listing Details
    
    
    59ITEM 10.
    
    Additional Information
    
    
    61ITEM 11.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    66ITEM 12.
    
    Description of Securities other than Equity Securities
    
    
    66PART IIITEM 13.
    
    Defaults, Dividend Arrearages and Delinquencies
    
    
    67ITEM 14.
    
    Material Modifications to the Rights of Security Holders and the Use of Proceeds
    
    
    67ITEM 15.
    
    Controls and Procedures
    
    
    67ITEM 16.
    
    Reserved
    
    
    68ITEM 16A.
    
    Audit Committee Financial Expert
    
    
    68ITEM 16B
    
    Code of Ethics
    
    
    68ITEM 16C
    
    Principal Accountant Fees and Services
    
    
    69ITEM 16D
    
    Exemptions from the Listing Standards for Audit Committees
    
    
    70ITEM 16E
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchases
    
    
    70PART IIIITEM 17.
    
    Financial Statements  Not Applicable
    
    
    71ITEM 18.
    
    Financial Statements
    
    
    71ITEM 19.
    
    Exhibits
    
    
    71




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##### 



FORWARD-LOOKING STATEMENTS
  
    
    our inability to obtain any additional required financing or financing available to
us on acceptable terms, particularly in the context of the current global financial
crisis;
    
    the failure of our majority owned subsidiary Marshall Edwards, Inc. (MEI or
Marshall Edwards) to complete the OVATURE clinical trial or achieve satisfactory
clinical outcomes.
    
    The ability of our majority owned subsidiary Glycotex, Inc. (Glycotex) to continue
its clinical development of GLYC-101;
    
    the failure to locate, hire, assimilate and retain qualified personnel;
    
    our failure to successfully commercialize our products;
    
    costs and delays in the development and/or receipt of U.S. Food and Drug
Administration (FDA) or other required governmental approvals, or the failure to
obtain such approvals, for our products;
    
    uncertainties in clinical trial results;
    
    our inability to maintain or enter into, and the risks resulting from our dependence
upon, collaboration or contractual arrangements necessary for the development,
manufacture, commercialization, marketing, sales and distribution of any products;
    
    competition and competitive factors;
    
    our inability to enforce our patents or proprietary rights and obtain necessary
rights to third party patents and intellectual property to operate our business;
    
    our inability to operate our business without infringing upon the patents and
proprietary rights of others;
    
    the failure of any product candidate to gain market acceptance;
    
    general economic conditions;
    
    government regulation generally and the receipt of regulatory approvals;
    
    changes in industry practice; and
    
    one-time events.
    1




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##### 



PART I
 
 Item 1. Identity of Directors, Senior Management and Advisors
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 Selected Financial Data
       2




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##### 



Summary of Consolidated Income Statements
(AIFRS)
 2005
    
    2006
    
    2007
    
    2008
    
    2008Continuing operations
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (US$000)Revenue from sale of goods
    
    
    13,404
    
    
    
    13,500
    
    
    
    10,709
    
    
    
    9,400
    
    
    
    8,988Other revenue
    
    
    3,985
    
    
    
    3,945
    
    
    
    6,586
    
    
    
    3,883
    
    
    
    3,713Total revenue
    
    
    17,389
    
    
    
    17,445
    
    
    
    17,295
    
    
    
    13,283
    
    
    
    12,701Net loss before income tax
    
    
    (12,682
    )
    
    
    (17,912
    )
    
    
    (24,295
    )
    
    
    (24,773
    )
    
    
    (23,688
    )Net loss attributable to
members of Novogen
Limited
    
    
    (11,532
    )
    
    
    (16,220
    )
    
    
    (19,981
    )
    
    
    (20,264
    )
    
    
    (19,376
    )Basic and diluted
earnings/(loss) per share
(cents per share)
    
    
    (11.9
    )
    
    
    (16.7
    )
    
    
    (20.5
    )
    
    
    (20.8
    )
    
    
    (19.9
    )Weighted average number
of Ordinary Shares used
to calculate earnings per
share
    
    
    96,839,570
    
    
    
    97,207,053
    
    
    
    97,567,399
    
    
    
    97,594,261
    
    
    
    97,594,261Number of outstanding
Ordinary Shares at year
end
    
    
    97,045,662
    
    
    
    97,294,054
    
    
    
    97,594,261
    
    
    
    97,594,261
    
    
    
    97,594,261
 Summary of Consolidated Balance Sheets
(AIFRS)
 2005
    
    2006
    
    2007
    
    2008
    
    2008(A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (US$000)Cash and Cash
Equivalents
    
    
    47,260
    
    
    
    33,513
    
    
    
    39,511
    
    
    
    35,386
    
    
    
    33,836Total Assets
    
    
    67,485
    
    
    
    51,098
    
    
    
    51,357
    
    
    
    43,401
    
    
    
    41,500Net Assets
    
    
    60,492
    
    
    
    44,578
    
    
    
    44,626
    
    
    
    35,637
    
    
    
    34,076Capital Stock
    
    
    176,235
    
    
    
    176,989
    
    
    
    191,876
    
    
    
    200,432
    
    
    
    191,653
  3




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Exchange Rates for the six months to October 2008  A$ versus US$
 Month
    
    High
    
    LowMay
    
    $
    0.9644
    
    
    $
    0.9338June
    
    $
    0.9610
    
    
    $
    0.9342July
    
    $
    0.9797
    
    
    $
    0.9415August
    
    $
    0.9317
    
    
    $
    0.8553September
    
    $
    0.8441
    
    
    $
    0.7831October
    
    $
    0.7937
    
    
    $
    0.6073
 Fiscal Year
    
    AverageEnded June 30
    
    Rate2004
    
    $
    0.71092005
    
    $
    0.75292006
    
    $
    0.74722007
    
    $
    0.78622008
    
    $
    0.8968
 4




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Risk Factors
  The Company will need additional funds in order to finance its future operations and its
clinical development programs. The actual amount of funds that we will need will be determined by a
number of factors, some of which are beyond our control.
      5




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The recent global financial crisis may negatively impact the Companys liquidity and clinical
trials, as well as the liquidity and clinical trials of the Companys subsidiaries (including the
OVATURE trial), by precluding the Company and its subsidiaries from raising funds through equity
and/or debt investments or third party loans on favorable terms or at all.
   The Company has incurred operating losses since its inception, and is likely to incur operating
losses for the foreseeable future.
  MEI may not be able to complete the OVATURE clinical trial if it believes that the trial does not
demonstrate efficacy, if the trial encounters serious safety issues or if MEI does not complete
patient recruitment in a timely manner which could have a serious negative impact on our share
price.
  
    
    patients experience an unacceptable rate or severity of adverse side effects;
    
    patient numbers are not available to enrol at the expected rate or trial sites are
unable to recruit their target patient numbers due to the strict inclusion criteria of
the OVATURE protocol which may reduce the patient pool available to participate in the
trial; or
    
    MEI is unable to negotiate with the FDA additional patient recruitment time in order to
achieve our targeted patient recruitment numbers.
 6




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MEI may not complete the OVATURE clinical trial on schedule, or at all, or the clinical trial may
be conducted improperly, which will delay or preclude FDA marketing approval and increase costs.
  
    
    MEI is unable to identify and contract clinical trial sites and clinical
investigators at the rate we expect or those sites are delayed in commencing patient
recruitment due to regulatory hospital ethics committee approvals or those
investigators do not perform to our anticipated patient recruitment schedule or comply
with the clinical trial protocol;
    
    MEI does not have enough funds to complete the clinical trial;
    
    patients are not available to enroll at the rate we currently expect, or trial
sites are unable to recruit their target patient numbers due to the strict inclusion
criteria of the OVATURE protocol which may reduce the patient pool available to
participate in the trial;
    
    subjects experience an unacceptable number of incidents or severity of adverse side
effects;
    
    third party clinical investigators do not conduct the trial in compliance with Good
Clinical Practice and regulatory requirements, or other third parties do not perform
data collection and analysis in a timely or accurate manner;
    
    our contracted Clinical Research Organization responsible for managing the OVATURE
clinical trial fails to provide the contracted services in a timely manner as
stipulated in the contract.
    
    one or more Institutional Review Boards suspend or terminate the trial at an
investigational site, precludes enrollment of additional subjects or withdraws its
approval of the trial; or
    
    one or more clinical investigators withdraw from our trials or deviates from our
approved protocol.
  7




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If the data from the Companys clinical trial program do not demonstrate the safety and
efficacy of the phenolic drug candidates to the satisfaction of the FDA and other regulatory
authorities, the Company will not receive approval to market its drug candidates in the U.S. or
other jurisdictions.
  Any failure in the clinical trial program could impair the commercial prospects of the Companys
entire phenolic drug program.
  If the Company does not receive marketing approval for its phenolic drug candidates, or regulatory
approval is withdrawn for the Companys dietary supplements, the Company will not be able to
commercialize its products and product candidates.
   8




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The Company has no direct control over the cost of red clover isoflavone extract or the
formulation and packaging of its dietary supplement products.
   The Company has no direct control over the cost of the pharmaceutical drug manufacturing costs
and the Company will be relying on third parties to manufacture commercial quantities of
pharmaceutical drug candidates as well as drug supplies for larger scale clinical trials.
  9




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The Companys success is largely dependent on its ability to obtain patent protection and
preserve trade secrets, which cannot be guaranteed.
      10




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##### 



The Companys commercial opportunity will be reduced or eliminated if competitors develop and
market products that are more effective or less expensive than the Companys products.
    The Company depends on a number of key personnel to provide the strategic direction of its research
and development programs and other corporate activities. If the Company is unable to procure the
services of key personnel in the future, the Companys research and development programs could be
delayed.
  11




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The Company may not be able to establish or maintain the strategic partnerships necessary to
market and distribute its dietary supplement products.
   12




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The Company faces the risk of product liability claims and may not be able to obtain adequate
insurance.
  Enforceability of civil liabilities under the federal securities laws against the Companys
officers and directors may be difficult.
  The trading price of the Companys ordinary shares and American Depository Receipts (ADRs) could
decline in value if the trading price of the shares of common stock of its listed subsidiary
company, Marshall Edwards declines.
  13




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##### 



The trading price of the Companys ordinary shares and ADRs is highly volatile. Your investment
could decline in value and the Company may incur significant costs from class action litigation.
  
    
    announcements of technological innovations by the Company and its competitors;
    
    new products introduced or announced by the Company or its competitors;
    
    changes in financial estimates by securities analysts;
    
    actual or anticipated variations in operating results;
    
    expiration or termination of licenses, research contracts or other collaboration
agreements;
    
    conditions or trends in the regulatory climate in the biotechnology, pharmaceutical and
genomics industries;
    
    changes in the market values of similar companies;
    
    the liquidity of any market for the Companys securities; and
    
    additional sales by the Company of its shares.
  14




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Item 4. Information on the Company
 History and development of the Company
 www.novogen.com
 Capital expenditures
  Business overview
 Nature of the Business
  15




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##### 



Pharmaceutical Drug Development
 Anti-Cancer
 Phenoxodiol
       16




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##### 



Triphendiol
     17




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##### 



NV-128
   Anti-Inflammatory
 NV-52
   FAIMs
   18




---



##### 



in
vitro in vivo
 Cardiovascular
 NV-27
 in vitro
 Wound Healing
 GLYC-101
   19




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Consumer health care
     20




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##### 



Category of Activity
 2006
    
    2007
    
    2008(A$000)
    
    (A$000)
    
    (A$000)Revenue from sale of goods
    
    
    13,500
    
    
    
    10,709
    
    
    
    9,400Other revenue
    
    
    3,945
    
    
    
    6,586
    
    
    
    3,883Total Revenue
    
    
    17,445
    
    
    
    17,295
    
    
    
    13,283
 Geographical Markets
 2006
    
    2007
    
    2008(A$000)
    
    (A$000)
    
    (A$000)Revenue from sale of goodsAustralia/NZ
    
    
    5,166
    
    
    
    4,453
    
    
    
    4,755Europe
    
    
    2,614
    
    
    
    3,104
    
    
    
    2,217North America
    
    
    5,720
    
    
    
    3,152
    
    
    
    2,42813,500
    
    
    
    10,709
    
    
    
    9,400Other revenueAustralia/NZ
    
    
    3,366
    
    
    
    5,751
    
    
    
    3,145Europe
    
    
    4
    
    
    
    7
    
    
    
    5North America
    
    
    575
    
    
    
    828
    
    
    
    7333,945
    
    
    
    6,586
    
    
    
    3,883Total Revenue
    
    
    17,445
    
    
    
    17,295
    
    
    
    13,283
 21




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Source and Availability of Raw Materials
 Phenolic Pharmaceutical Compounds
  Isoflavones
   Marketing Channels
   Patent Protection
  22




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AUSTRALIAPatent # 2003257264
    
    Repair of DNA mutagenic damagePatent # 2004224982
    
    Therapeutic methods and compositions involving isoflavonesPatent # 2004200117
    
    Production of isoflavone derivativesPatent # 2006200292
    
    Treatment of restenosisPatent # 2002227771
    
    Regulation of lipids and/or bone density and compositions thereofCANADAPatent # 2288321
    
    Preparation of isoflavones from legumesPatent # 2214899
    
    Process for glucan preparation and therapeutic uses of glucanHONG
KONGPatent # 1022425
    
    Therapeutic methods and compositions involving isoflavonesISRAELPatent # 128765
    
    Therapeutic methods and compositions involving isoflavonesMEXICOPatent # 250862
    
    Therapeutic methods and compositions involving isoflavonesNEW
ZEALANDPatent # 539149
    
    Skin photoageing and actinic damage treatmentNORWAYPatent # 325127
    
    Preparation of isoflavones from legumesPatent # 325456
    
    Therapy of oestrogen associated disordersSINGAPOREPatent # 110763
    
    Combination of chemotherapy compositions and methodsPatent # 122109
    
    Combinational radiotherapy and chemotherapy compositions and methodsPatent # 111549
    
    Aminated isoflavonoid derivatives and uses thereofPatent # 111389
    
    Skin photoageing and actinic damage treatmentPatent # 109379
    
    Repair of DNA mutagenic damage
 23




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TURKEYPatent # TR200301485B
    
    Dimeric isoflavonesUSPatent # 7312344
    
    Dimeric isoflavonesNEW
ZEALANDPatent # 539819
    
    Compositions and therapeutic methods involving isoflavones and analogues thereofPatent # 529085
    
    Compositions and therapeutic methods involving isoflavones and analogues thereof
  Trademark Protection
  Licensing Arrangements
  Australian Government
   24




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Regulatory Requirements
 Australian Regulatory Requirements
 Therapeutic Goods Act 1989,
   U.S. Regulatory Requirements
  25




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##### 




    
    pre-clinical laboratory evaluations, including formulation and stability testing, and
animal tests performed under the FDAs Good Laboratory Practices regulations to assess
potential safety and effectiveness;
    
    submission and approval of an Investigational New Drug Application, or IND,
application, including results of pre-clinical tests and protocols for clinical tests,
which must become effective before clinical trials may begin in the U.S.;
    
    obtaining approval of Institutional Review Boards or IRBs to administer the products
to human subjects in clinical trials;
    
    adequate and well-controlled human clinical trials to establish the safety and efficacy
of the product for the products intended use;
    
    development of manufacturing processes which conform to FDA current Good Manufacturing
Practices, or cGMPs, as confirmed by FDA inspection;
    
    submission of pre-clinical and clinical studies results, and chemistry, manufacture and
control information on the product to the FDA in a New Drug Approval Application, or NDA;
and
    
    FDA review and approval of an NDA, prior to any commercial sale or shipment of a
product.
    
    
    Phase I:The drug is initially introduced into healthy human subjects or patients and tested for
safety and dosage tolerance. Absorption, metabolism, distribution, and excretion testing is
generally performed at this stage.
 26




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##### 




    
    Phase II:The drug is studied in controlled, exploratory therapeutic trials in a limited number
of subjects with the disease or medical condition for which the new drug is intended to be used in
order to identify possible adverse effects and safety risks, to determine the preliminary or
potential efficacy of the product for specific targeted diseases or medical conditions, and to
determine dosage tolerance and the optimal effective dose.
    
    Phase III:When Phase II studies demonstrate that a specific dosage range of the drug is likely
to be effective and the drug has an acceptable safety profile, controlled, large-scale therapeutic
Phase III trials are undertaken at multiple study sites to demonstrate clinical efficacy and to
further test for safety in an expanded patient population.
    27




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28




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29




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European Union Regulatory Requirements
     30




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Organizational Structure
 Corporate Structure
  Name of Entity
    
    Country of Incorporation
    
    Ownership %+Novogen Laboratories Pty Ltd
    
    Australia
    
    
    100Novogen Research Pty Ltd
    
    Australia
    
    
    100Central Coast Properties Pty Ltd
    
    Australia
    
    
    100Phytosearch Pty Ltd
    
    Australia
    
    
    100Phytogen Pty Ltd
    
    Australia
    
    
    100Glycotex Pty Ltd
    
    Australia
    
    
    100Norvogen Pty Ltd
    
    Australia
    
    
    100Novogen Inc
    
    U.S.
    
    
    100Glycotex, Inc.
    
    U.S.
    
    
    81.0Novogen Limited (U.K.)
    
    U.K.
    
    
    100Promensil Limited
    
    U.K.
    
    
    100Novogen BV
    
    Netherlands
    
    
    100Novogen Canada Limited
    
    Canada
    
    
    100Marshall Edwards, Inc.
    
    U.S.
    
    
    71.9Marshall Edwards Pty Limited*
    
    Australia
    
    
    71.9
 
 *
    
    Indirect ownership through Marshall Edwards, Inc.+
    
    Ownership % at June, 30, 2008. Property, Plant and Equipment
   31




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##### 



Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
  Application of Critical Accounting Policies
  Revenue Recognition
  Returns
  Balance at
    
    
    Charged toBeginning of
    
    
    Cost and
    
    
    Actual
    
    
    Balance atyear
    
    
    Expense
    
    
    Returns
    
    
    End of YearA$000
    
    
    A$000
    
    
    A$000
    
    
    A$000Allowance for Sales returns:Year ended June 30, 2006
    
    
    456
    
    
    
    454
    
    
    
    814
    
    
    
    96Year ended June 30, 2007
    
    
    96
    
    
    
    380
    
    
    
    351
    
    
    
    125Year ended June 30, 2008
    
    
    125
    
    
    
    145
    
    
    
    223
    
    
    
    47
 32




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##### 



Discounts
  Balance at
    
    
    Charged toBeginning of
    
    
    Cost and
    
    
    Actual
    
    
    Balance atyear
    
    
    Expense
    
    
    Discounts
    
    
    End of YearA$000
    
    
    A$000
    
    
    A$000
    
    
    A$000Allowance for Sales discounts:Year ended June 30, 2006
    
    
    194
    
    
    
    895
    
    
    
    952
    
    
    
    137Year ended June 30, 2007
    
    
    137
    
    
    
    688
    
    
    
    708
    
    
    
    117Year ended June 30, 2008
    
    
    117
    
    
    
    554
    
    
    
    592
    
    
    
    79
 Inventory Adjustments
   33




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##### 



Results of Operations
  INCOME STATEMENTS  for the year ended 30 June, 2008
 Notes
    
    Consolidated2008
    
    2007
    
    2006
    
    2008A$000
    
    A$000
    
    A$000
    
    US$000Revenue
    
    
    2
    
    
    
    13,283
    
    
    
    17,295
    
    
    
    17,445
    
    
    
    12,701Cost of sales
    
    
    
    
    
    
    (4,090
    )
    
    
    (6,945
    )
    
    
    (5,445
    )
    
    
    (3,911
    )Gross profit
    
    
    
    
    
    
    9,193
    
    
    
    10,350
    
    
    
    12,000
    
    
    
    8,790Other income
    
    
    2
    
    
    
    1,623
    
    
    
    2,710
    
    
    
    793
    
    
    
    1,552Research & development expenses
    
    
    
    
    
    
    (18,811
    )
    
    
    (16,134
    )
    
    
    (12,014
    )
    
    
    (17,987
    )Selling & promotional expenses
    
    
    
    
    
    
    (6,134
    )
    
    
    (7,908
    )
    
    
    (9,013
    )
    
    
    (5,865
    )Shipping and handling expenses
    
    
    
    
    
    
    (300
    )
    
    
    (392
    )
    
    
    (556
    )
    
    
    (287
    )General and administrative expenses
    
    
    
    
    
    
    (9,792
    )
    
    
    (12,902
    )
    
    
    (8,769
    )
    
    
    (9,363
    )Other expenses
    
    
    
    
    
    
    (528
    )
    
    
    (17
    )
    
    
    (301
    )
    
    
    (504
    )Finance costs
    
    
    
    
    
    
    (24
    )
    
    
    (2
    )
    
    
    (52
    )
    
    
    (23
    )Loss before income tax
    
    
    
    
    
    
    (24,773
    )
    
    
    (24,295
    )
    
    
    (17,912
    )
    
    
    (23,687
    )Income tax expense
    
    
    3
    
    
    
    (4
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    (4
    )Loss for the period
    
    
    
    
    
    
    (24,777
    )
    
    
    (24,296
    )
    
    
    (17,913
    )
    
    
    (23,691
    )Loss attributable to minority interest
    
    
    
    
    
    
    4,513
    
    
    
    4,315
    
    
    
    1,693
    
    
    
    4,315Loss attributable to members of
Novogen Limited
    
    
    13
    (c)
    
    
    (20,264
    )
    
    
    (19,981
    )
    
    
    (16,220
    )
    
    
    (19,376
    )
 34




---



##### 



Operating Results  Fiscal 2008v Fiscal 2007
 Revenue
  Consumer product sales
     35




---



##### 



Costs and expenses
  Net loss
   Operating Results  Fiscal 2007 v Fiscal 2006
 Revenue
  36




---



##### 



Consumer product sales
   Costs and Expenses
  37




---



##### 



Net loss
   Liquidity and capital resources
  Cash resources
    38




---



##### 



Post balance date capital raising
  39




---



##### 



Research and Development
 Research and development policy
      
    
    All third party research and development, including the conduct of clinical trials, are
carried out under contract. The contract details include project milestones and expenditure
budgets. Senior Novogen research and development staff monitor the projects to ensure that
milestones are achieved in a timely manner.
 
    
    In-house research and development is managed by the Research and Development Director and
senior research and development staff. Budgets are prepared annually and agreed upon by the
Novogen Board. Expenses are monitored monthly, actual versus budget by expense line and in
total.
 40




---



##### 



Trend Information
   Off-Balance Sheet Arrangements
  Table of Contractual Obligations
  Payments due by periodIn A$000s
    
    Total
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    After 5 yearsOperating Leases
    
    
    955
    
    
    
    466
    
    
    
    489
    
    
    
    
    
    
    
    Other Expenditure Commitments *
    
    
    19,046
    
    
    
    10,493
    
    
    
    8,553
    
    
    
    
    
    
    
    Total Contractual Cash Obligations
    
    
    20,001
    
    
    
    10,959
    
    
    
    9,042
    
    
    
    
    
    
    
    
 
 *
    
    represents research and development contracts for services to be rendered. 41




---



##### 



Item 6. Directors, Senior Management and Employees.
 DIRECTORS
  
  Names, qualifications, experience and special responsibilities
 Philip A. Johnston Non-executive Chairman
 
  Christopher Naughton Managing Director
  42




---



##### 



Professor Alan J. Husband Executive Director
  Geoffrey M. Leppinus Non-executive Director
  Professor Paul J Nestel Non-executive Director
  43




---



##### 



Peter B. Simpson Non-executive Director
  Executive Officers profiles
 David R. Seaton  Chief Financial Officer
   44




---



##### 



Warren Lancaster  Vice President Commercial and Corporate Development
  Bryan Palmer  Operations General Manager
  Craig Kearney  General Manager Consumer Business
  Ronald L Erratt
  Compensation
 Principles used to determine the nature and amount of remuneration
 Remuneration philosophy
  45




---



##### 



Directors fees
   Non-executive Director remuneration
   Executive Directors and other key management personnel remuneration
  46




---



##### 



Long-term incentives.
  Employment Agreements
 Novogen Executive Directors and key management executives (standard contracts)
    Details of Remuneration
  47




---



##### 



Remuneration of key management personnel and other Group Executives  (includes movements in executive leave provisions for untaken annual and long service leave).
 Post
    
    Long term
    
    Share basedShort term benefits
    
employment
    
    benefits
    
    payments
    
    
    
    TotalNon-Salary &
    
    
    
    monetary
    
    Superan-
    
    Long Service2008
    
    fees
    
    Cash bonus
    
    benefits
    
    nuation
    
    Leave
    
    Options$
    
    $
    
    $
    
    $
    
    $
    
    $
    
    %
    
    $Key management personnelNon-executive DirectorsPA Johnston (i)
    
    
    97,038
    
    
    
    
    
    
    
    
    
    
    
    99,716
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196,754GM Leppinus
    
    
    27,522
    
    
    
    
    
    
    
    
    
    
    
    31,478
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,000PJ Nestel AO (ii)
    
    
    104,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104,000PB Simpson
    
    
    54,585
    
    
    
    
    
    
    
    
    
    
    
    4,915
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,500Executive DirectorsC Naughton (iii)
    
    
    697,482
    
    
    
    
    
    
    
    63,353
    
    
    
    100,000
    
    
    
    43,739
    
    
    
    29,405
    
    
    
    3.1
    %
    
    
    933,979AJ Husband
    
    
    325,881
    
    
    
    
    
    
    
    55,694
    
    
    
    100,000
    
    
    
    21,667
    
    
    
    41,844
    
    
    
    7.7
    %
    
    
    545,086ExecutivesDR Seaton (iii)
    
    
    381,815
    
    
    
    
    
    
    
    55,883
    
    
    
    100,000
    
    
    
    18,197
    
    
    
    70,963
    
    
    
    11.3
    %
    
    
    626,858WJ Lancaster (US)
    
    
    195,485
    
    
    
    
    
    
    
    31,808
    
    
    
    
    
    
    
    
    
    
    
    32,066
    
    
    
    12.4
    %
    
    
    259,359BM Palmer
    
    
    182,932
    
    
    
    
    
    
    
    38,479
    
    
    
    16,338
    
    
    
    (4,030
    )
    
    
    38,826
    
    
    
    14.2
    %
    
    
    272,545CD Kearney
    
    
    208,494
    
    
    
    
    
    
    
    22,094
    
    
    
    18,500
    
    
    
    7,541
    
    
    
    40,133
    
    
    
    13.5
    %
    
    
    296,762RL Erratt
    
    
    101,109
    
    
    
    
    
    
    
    42,877
    
    
    
    100,000
    
    
    
    15,894
    
    
    
    37,445
    
    
    
    12.6
    %
    
    
    297,325Other Group executivesR Koenig (iv)
    
    
    316,314
    
    
    
    52,966
    
    
    
    21,098
    
    
    
    20,560
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    410,9382,692,657
    
    
    
    52,966
    
    
    
    331,286
    
    
    
    591,507
    
    
    
    103,008
    
    
    
    290,682
    
    
    
    7.2
    %
    
    
    4,062,106
 
 (i)
    
    Remuneration includes Directors fees of A$100,754 paid by Marshall Edwards and Glycotex.(ii)
    
    Remuneration includes Directors fees of A$45,000 paid by Marshall Edwards.(iii)
    
    Remuneration includes Directors fees of A$55,754 paid by Glycotex.(iv)
    
    Remuneration includes performance milestone bonus of US$45,000 or 12.9% of total
remuneration.  Share Based Compensation
 Employee share option plan
   48




---



##### 



Fair values of options:
  March 1,
    
    October 26,
    
    March 30,
    
    April 21,
    
    March 16,
    
    February 27,
    
    November 29,2008
    
    2007
    
    2007
    
    2006
    
    2005
    
    2004
    
    2002Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    57
    %
    
    
    55
    %
    
    
    59
    %
    
    
    66
    %
    
    
    69
    %
    
    
    69
    %
    
    
    68
    %Historical volatility
    
    
    57
    %
    
    
    55
    %
    
    
    59
    %
    
    
    66
    %
    
    
    69
    %
    
    
    69
    %
    
    
    68
    %Risk-free interest rate
    
    
    6.35
    %
    
    
    6.41
    %
    
    
    6.09
    %
    
    
    5.62
    %
    
    
    5.67
    %
    
    
    5.52
    %
    
    
    5.27
    %Expected life of option
    
    5 years
    
    4.4 years
    
    5 years
    
    5 years
    
    5 years
    
    5 years
    
    5 yearsOption fair value
    
    
    A$0.60
    
    
    
    A$0.66
    
    
    
    A$1.40
    
    
    
    A$2.10
    
    
    
    A$2.96
    
    
    
    A$2.82
    
    
    
    A$1.26
   49




---



##### 



Arrangements and Relationships
   Pension Benefits
  Board Practices
 Novogen Board of Directors
 Year First
    
    Current TermName
    
    Postion Held
    
    Appointed
    
    ExpiresP. A. Johnston
    
    Chairman
    
    
    1997
    
    
    October-2009C. Naughton
    
    Managing Director
    
    
    1997
    
    
    P. B. Simpson
    
    Director
    
    
    1994
    
    
    October-2011P. J. Nestel
    
    Director
    
    
    2001
    
    
    October-2009G. M. Leppinus
    
    Director
    
    
    2005
    
    
    October-2010A. J. Husband
    
    Executive Director
    
    
    2006
    
    
    October-2011
 Term of Directors
   50




---



##### 



Board of Directors
    Structure of the Board of Directors
    
    
    whether the director has been employed as an Executive of the Company within the last
three years;
    
    whether the director has been a principal of a material professional advisor or
consultant of the Company;
    
    whether the director has a material contractual relationship with the Company;
    
    whether the director has served on the Board of Directors for a period which could be
perceived to interfere with his or her ability to act in the best interests of the
Company; and
    
    whether the director has any business interests which could be perceived to interfere
with his or her ability to act in the best interests of the Company.
 51




---



##### 



Name
    
    PositionPhilip A. Johnston
    
    Non-Executive ChairmanProfessor Paul J. Nestel AO
    
    Non-Executive DirectorPeter B. Simpson
    
    Non-Executive DirectorGeoffrey M. Leppinus
    
    Non-Executive Director
   Audit Committee
   Performance
  52




---



##### 



Remuneration Committee
    Employees
  Category of Activity
 Number of People2008
    
    
    2007
    
    
    2006Research and development
    
    
    30
    
    
    
    27
    
    
    
    29Production
    
    
    14
    
    
    
    14
    
    
    
    13Sales and marketing
    
    
    12
    
    
    
    13
    
    
    
    13Finance and administration
    
    
    12
    
    
    
    12
    
    
    
    12Total
    
    
    68
    
    
    
    66
    
    
    
    67
 Geographic Location
 Number of People2008
    
    
    2007
    
    
    2006Australasia
    
    
    63
    
    
    
    63
    
    
    
    63North America
    
    
    3
    
    
    
    2
    
    
    
    3Europe
    
    
    2
    
    
    
    1
    
    
    
    1Total
    
    
    68
    
    
    
    66
    
    
    
    67
 53




---



##### 



Share Ownership
 Directors holdings of shares and options in the Company
  Ordinary
    
    %
    
    Options *Shares Fully
    
    Total Shares
    
    Number
    
    Exercise
    
    ExpiryPaid
    
    on Issue
    
    Outstanding
    
    Price (A$)
    
    DateP. A. Johnston
    
    
    73,594
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    C. Naughton
    
    
    633,511
    
    
    
    0.6
    
    
    
    91,196
    
    
    
    2.41
    
    
    
    30/03/2012218,664
    
    
    
    1.06
    
    
    
    1/03/2013A. J. Husband
    
    
    102,920
    
    
    
    0.1
    
    
    
    14,892
    
    
    
    6.76
    
    
    
    27/02/200922,592
    
    
    
    4.90
    
    
    
    16/03/201030,436
    
    
    
    3.64
    
    
    
    21/04/201150,472
    
    
    
    2.41
    
    
    
    30/03/2012126,928
    
    
    
    1.06
    
    
    
    1/03/2013P. J. Nestel
    
    
    32,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    P. B. Simpson
    
    
    5,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    G.M. Leppinus
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 *
    
    Each option represents the right to purchase one ordinary share.  54




---



##### 



Shares held
 Ordinary
    
    %shares fully
    
    Total sharespaid
    
    on issueD.R. Seaton
    
    
    37,378
    
    
    
    W .J. Lancaster (USA)
    
    
    
    
    
    
    B.M. Palmer
    
    
    205,636
    
    
    
    0.2C.D. Kearney
    
    
    8,850
    
    
    
    R.L. Erratt
    
    
    241,368
    
    
    
    0.2
 Options granted to and held by named Executives
 Eligible
    
    ExerciseTotal
    
    executives
    
    priceoptions
    
    participating
    
    (A$)
    
    Grant date
    
    Expiry date47,332
    
    
    
    5
    
    
    
    6.76
    
    
    
    27/02/2004
    
    
    
    27/02/200969,560
    
    
    
    5
    
    
    
    4.90
    
    
    
    16/03/2005
    
    
    
    16/03/201093,632
    
    
    
    5
    
    
    
    3.64
    
    
    
    21/04/2006
    
    
    
    21/04/2011157,728
    
    
    
    5
    
    
    
    2.41
    
    
    
    30/03/2007
    
    
    
    30/03/2012379,772
    
    
    
    5
    
    
    
    1.06
    
    
    
    1/03/2008
    
    
    
    1/03/2013
  55




---



##### 



Exemptions from Certain Corporate Governance Rules of the NASDAQ Stock Market, LLC
  
    
    Novogen is exempt from Nasdaqs quorum requirements applicable to meetings of ordinary
shareholders. In keeping with the law of Australia and generally accepted business practices
in Australia, Novogens Constitution requires a quorum of three shareholders for a
shareholders meeting.
 
    
    Novogen is exempt from Nasdaqs requirement that each Nasdaq issuer shall require
shareholder approval of a plan or arrangement in connection with the acquisition of the stock
or assets of another company if any director, officer or substantial shareholder of the
issuer has a 5 percent or greater interest (or such persons collectively have a 10 percent or
greater interest), directly or indirectly, in the Company or assets to be acquired or in the
consideration to be paid in the transaction or series of related transactions and the present
or potential issuance of common stock, or securities convertible into or exercisable for
common stock, could result in an increase in outstanding common shares or voting power of 5
percent or more.
  56




---



##### 



Item 7. Major Shareholders and Related Party Transactions
 Major Shareholders
           57




---



##### 



Item 8. Financial Information
  Export Sales
  Legal Proceedings
  Dividends
  Significant Changes
    58




---



##### 



Item 9. Offer and Listing Details
 Trading Markets
  American Depositary Receipts
   59




---



##### 



NOVOGEN LIMITED SHARE PRICE HISTORY
 Per Ordinary Share (A$)
    
    Per ADR (US$)Period
    
    High
    
    Low
    
    High
    
    LowYear EndedJune 2004
    
    
    8.80
    
    
    
    4.00
    
    
    
    31.90
    
    
    
    12.30June 2005
    
    
    6.25
    
    
    
    4.15
    
    
    
    24.35
    
    
    
    14.85June 2006
    
    
    6.00
    
    
    
    2.14
    
    
    
    22.08
    
    
    
    8.03June 2007
    
    
    3.80
    
    
    
    1.81
    
    
    
    13.25
    
    
    
    8.14June 2008
    
    
    2.14
    
    
    
    0.83
    
    
    
    10.13
    
    
    
    3.89Quarter EndedSeptember 2006
    
    
    3.80
    
    
    
    2.40
    
    
    
    13.25
    
    
    
    9.10December 2006
    
    
    3.01
    
    
    
    2.32
    
    
    
    11.58
    
    
    
    9.51March 2007
    
    
    3.49
    
    
    
    2.32
    
    
    
    12.82
    
    
    
    9.41June 2007
    
    
    2.56
    
    
    
    1.81
    
    
    
    10.85
    
    
    
    8.14September 2007
    
    
    2.14
    
    
    
    1.70
    
    
    
    8.97
    
    
    
    6.82December 2007
    
    
    1.88
    
    
    
    1.10
    
    
    
    8.53
    
    
    
    4.57March 2008
    
    
    1.32
    
    
    
    0.83
    
    
    
    6.75
    
    
    
    3.89June 2008
    
    
    1.84
    
    
    
    1.01
    
    
    
    10.13
    
    
    
    4.88September 2008
    
    
    1.70
    
    
    
    0.98
    
    
    
    7.45
    
    
    
    4.19Month EndedMay 2008
    
    
    1.75
    
    
    
    1.48
    
    
    
    8.70
    
    
    
    7.38June 2008
    
    
    1.53
    
    
    
    1.14
    
    
    
    7.53
    
    
    
    5.59July 2008
    
    
    1.36
    
    
    
    0.98
    
    
    
    6.13
    
    
    
    4.76August 2008
    
    
    1.65
    
    
    
    1.06
    
    
    
    7.45
    
    
    
    5.21September 2008
    
    
    1.70
    
    
    
    1.06
    
    
    
    7.25
    
    
    
    4.19October 2008
    
    
    1.15
    
    
    
    0.90
    
    
    
    5.07
    
    
    
    2.95
 60




---



##### 



Item 10. Additional Information
 Constitution
  Material Contracts
    Exchange Controls
   61




---



##### 



Taxation
   62




---



##### 



Distributions
     Dispositions
  63




---



##### 



64




---



##### 



Estate and Gift Tax
  Documents on Display
  65




---



##### 



Item 11. Quantitative and Qualitative Disclosures about Market Risk.
 Interest Rate Risk
       Foreign Currency Risk
   
 Item 12. Description of Securities Other than Equity Securities
  66




---



##### 



PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and the Use of Proceeds
  
 Item 15. Controls and Procedures
 (a) Disclosure Controls and Procedures
  (b) Managements Annual Report on Internal Controls Over Financial Reporting
   67




---



##### 



(c) Attestation Report
  (d) Changes in Internal Controls
  
 Item 16. Reserved
 
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
 http://www.novogen.com
 68




---



##### 



Item 16C. Principal Accounting Fees and Services
   2008
    
    2007BDO Kendalls
    
    A$000
    
    A$000Audit fees
    
    
    334
    
    
    
    264Audit related fees
    
    
    29
    
    
    
    14Tax fees
    
    
    26
    
    
    
    40Other Fees
    
    
    8
    
    
    
    4Total fees
    
    
    397
    
    
    
    322
 Audit fees
  Audit Related Services
  Tax Fees
  All Other Fees
  69




---



##### 



Pre-approval Policies and Procedures
  
 Item 16D. Exemptions from the Listing Standards for Audit Committees.
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
  70




---



##### 



PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  
 Item 19. Exhibits
  ExhibitNo.
    
    Exhibit Description1.1
    
    Constitution of Novogen Limited (formerly known as the
Memorandum of Association and Articles of Association). (1)2.1
    
    Deposit Agreement as further amended and restated, dated as of
September 29, 2005, among Novogen Limited, the Bank of New
York, as Depositary, and owners and holders from time to time
of ADRs issued thereunder. (2)4.1
    
    Employment Contract between the Company and Mr. C. Naughton
dated June 21, 2006. (4)4.2
    
    Employment Contract between the Company and Professor Alan
Husband dated June 21, 2006. (4)4.4
    
    Lease between Kendall Glen Pty Limited (Lessor) and Novogen
Laboratories Pty Ltd for the Companys corporate headquarters
at 140 Wicks Road, North Ryde, New South Wales. (3)4.5
    
    Employment Contract between the Company and Bryan Palmer dated
June 21, 2006. (4)4.6
    
    Employment Contract between the Company and Craig Kearney
dated June 21, 2006. (4)4.7
    
    Employment Contract between the Company and David Seaton dated
June 21, 2006. (4)4.8
    
    Employment Contract between the Company and Ronald Erratt
dated June 21 30, 2006. (4)4.9
    
    Employment Contract between the Company and Warren Lancaster
dated June 21, 2006. (5)
 71




---



##### 



ExhibitNo.
    
    Exhibit Description8.1
    
    Company Subsidiaries. (*)12.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a
 14(a) of the Securities Exchange Act of 1934, as amended.
(*)12.2
    
    Certification of Chief Financial Officer a pursuant to Rule
13a  14(a) of the Securities Exchange Act of 1934, as
amended. (*)13.1
    
    Certification by the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350 as added
by Section 906 of the Sarbanes  Oxley Act of 2002. (*)
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference to the Registration Statement on
Form 20-F filed with the Securities and Exchange Commission on December 24,
1998 (File No. 0-29962)(2)
    
    Incorporated by reference to the Registration Statement on
Form F-6 filed with the Securities and Exchange Commission on September 29,
2005 (File No. 333-128681)(3)
    
    Incorporated by reference to the Annual Report on Form 20-F
filed with the Securities and Exchange Commission on November 27, 2000 (File
No. 0-29962)(4)
    
    Incorporated by reference to the Annual Report on Form 20-F
filed with the Securities and Exchange Commission on November 29, 2006 (File
No. 0-29962)(5)
    
    Incorporated by reference to the Annual Report on Form 20-F
filed with the Securities and Exchange Commission on December 14, 2007 (File
No. 0-29962)
 72




---



##### 



Report of Independent Registered Public Accounting Firm
 
    Internal Control-Integrated
Framework
 BDO Kendalls (NSW)
 73




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal ControlIntegrated Framework
       BDO Kendalls (NSW)
 74




---



##### 



Directors Declaration
  1.
    
    In the opinion of the Directors:
 a)
    
    the financial statements and notes of the Company are in accordance with the
Corporations Act 2001, including:
 i)
    
    giving a true and fair view of the Companys financial position as at June
30, 2008 and of their performance for the year ended on that date; andii)
    
    complying with Accounting Standards and Corporations Regulations 2001; and
 b)
    
    there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they become due and payable.
 2.
    
    This declaration has been made after receiving the declarations required to be made to the
directors in accordance with section 295A of the Corporations Act 2001 for the financial
period ending June 30, 2008.3.
    
    In the opinion of the Directors, as at the date of this declaration, there are reasonable
grounds to believe that the members of the Closed Group identified in Note 18, will be able to
meet any obligations or liabilities to which they are or may become subject to, by virtue of
the Deed of Cross Guarantee.
  
 
  75




---



##### 



INCOME STATEMENTS  for the year ended 30 June, 2008
 Consolidated2008
    
    2007
    
    2006
    
    2008Notes
    
    A$000
    
    A$000
    
    A$000
    
    US$000Revenue
    
    
    2
    
    
    
    13,283
    
    
    
    17,295
    
    
    
    17,445
    
    
    
    12,701Cost of sales
    
    
    
    
    
    
    (4,090
    )
    
    
    (6,945
    )
    
    
    (5,445
    )
    
    
    (3,911
    )Gross profit
    
    
    
    
    
    
    9,193
    
    
    
    10,350
    
    
    
    12,000
    
    
    
    8,790Other income
    
    
    2
    
    
    
    1,623
    
    
    
    2,710
    
    
    
    793
    
    
    
    1,552Research & development expenses
    
    
    
    
    
    
    (18,811
    )
    
    
    (16,134
    )
    
    
    (12,014
    )
    
    
    (17,987
    )Selling & promotional expenses
    
    
    
    
    
    
    (6,134
    )
    
    
    (7,908
    )
    
    
    (9,013
    )
    
    
    (5,865
    )Shipping and handling expenses
    
    
    
    
    
    
    (300
    )
    
    
    (392
    )
    
    
    (556
    )
    
    
    (287
    )General and administrative expenses
    
    
    
    
    
    
    (9,792
    )
    
    
    (12,902
    )
    
    
    (8,769
    )
    
    
    (9,363
    )Other expenses
    
    
    
    
    
    
    (528
    )
    
    
    (17
    )
    
    
    (301
    )
    
    
    (504
    )Finance costs
    
    
    
    
    
    
    (24
    )
    
    
    (2
    )
    
    
    (52
    )
    
    
    (23
    )Loss before income tax
    
    
    
    
    
    
    (24,773
    )
    
    
    (24,295
    )
    
    
    (17,912
    )
    
    
    (23,687
    )Income tax expense
    
    
    3
    
    
    
    (4
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    (4
    )Loss for the period
    
    
    
    
    
    
    (24,777
    )
    
    
    (24,296
    )
    
    
    (17,913
    )
    
    
    (23,691
    )Loss attributable to minority interest
    
    
    
    
    
    
    4,513
    
    
    
    4,315
    
    
    
    1,693
    
    
    
    4,315Loss attributable to members of
Novogen Limited
    
    
    13
    (c)
    
    
    (20,264
    )
    
    
    (19,981
    )
    
    
    (16,220
    )
    
    
    (19,376
    )Basic and diluted earnings/(loss) per
share (cents)
    
    
    4
    
    
    
    (20.8
    )
    
    
    (20.5
    )
    
    
    (16.7
    )
    
    
    (19.9
    )
  76




---



##### 



BALANCE SHEETS  as at 30 June, 2008
 Consolidated2008
    
    2007
    
    2008Notes
    
    A$000
    
    A$000
    
    US$000CURRENT ASSETSCash and cash equivalents
    
    
    5
    
    
    
    35,386
    
    
    
    39,511
    
    
    
    33,836Trade and other receivables
    
    
    6
    
    
    
    4,969
    
    
    
    4,276
    
    
    
    4,751Inventories
    
    
    7
    
    
    
    1,929
    
    
    
    3,899
    
    
    
    1,845Other current assets
    
    
    8
    
    
    
    542
    
    
    
    630
    
    
    
    518Assets held for sale
    
    
    9
    
    
    
    
    
    
    
    2,203
    
    
    
    Total current assets
    
    
    
    
    
    
    42,826
    
    
    
    50,519
    
    
    
    40,950NON-CURRENT ASSETSProperty, plant and equipment
    
    
    10
    
    
    
    575
    
    
    
    838
    
    
    
    550Total non-current assets
    
    
    
    
    
    
    575
    
    
    
    838
    
    
    
    550TOTAL ASSETS
    
    
    
    
    
    
    43,401
    
    
    
    51,357
    
    
    
    41,500CURRENT LIABILITIESTrade and other payables
    
    
    11
    
    
    
    6,671
    
    
    
    5,920
    
    
    
    6,379Provisions
    
    
    12
    
    
    
    708
    
    
    
    539
    
    
    
    677Total current liabilities
    
    
    
    
    
    
    7,379
    
    
    
    6,459
    
    
    
    7,056NON-CURRENT LIABILITIESProvisions
    
    
    12
    
    
    
    385
    
    
    
    272
    
    
    
    368Total non-current liabilities
    
    
    
    
    
    
    385
    
    
    
    272
    
    
    
    368TOTAL LIABILITIES
    
    
    
    
    
    
    7,764
    
    
    
    6,731
    
    
    
    7,424NET ASSETS
    
    
    
    
    
    
    35,637
    
    
    
    44,626
    
    
    
    34,076EQUITYContributed equity
    
    
    13
    (a)
    
    
    200,432
    
    
    
    191,876
    
    
    
    191,653Reserves
    
    
    13
    (b)
    
    
    (7,491
    )
    
    
    (5,155
    )
    
    
    (7,163
    )Accumulated losses
    
    
    13
    (c)
    
    
    (162,251
    )
    
    
    (146,147
    )
    
    
    (155,144
    )Parent interest
    
    
    
    
    
    
    30,690
    
    
    
    40,574
    
    
    
    29,346Minority Interest
    
    
    13
    (d)
    
    
    4,947
    
    
    
    4,052
    
    
    
    4,730TOTAL EQUITY
    
    
    
    
    
    
    35,637
    
    
    
    44,626
    
    
    
    34,076
  77




---



##### 



STATEMENTS OF CHANGES IN EQUITY  for the year ended 30 June, 2008
 ConsolidatedContributed
    
    Accumulated
    
    
    
    
    
    
    
    
    
    Minority
    
    Total
    
    Totalequity
    
    losses
    
    Reserves
    
    Total
    
    interest
    
    equity
    
    equityA$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    $000
    
    US$000At 1 July 2005
    
    
    176,235
    
    
    
    (116,069
    )
    
    
    (3,413
    )
    
    
    56,753
    
    
    
    3,739
    
    
    
    60,492
    
    
    
    57,842Exchange differences on translation
of foreign operations
    
    
    
    
    
    
    
    
    
    
    566
    
    
    
    566
    
    
    
    90
    
    
    
    656
    
    
    
    627Share-based payments
    
    
    
    
    
    
    589
    
    
    
    
    
    
    
    589
    
    
    
    
    
    
    
    589
    
    
    
    563Net income recognised directly in
equity
    
    
    176,235
    
    
    
    (115,480
    )
    
    
    (2,847
    )
    
    
    57,908
    
    
    
    3,829
    
    
    
    61,737
    
    
    
    59,033Options exercised (1)
    
    
    754
    
    
    
    
    
    
    
    
    
    
    
    754
    
    
    
    
    
    
    
    754
    
    
    
    721Loss for the period
    
    
    
    
    
    
    (16,220
    )
    
    
    
    
    
    
    (16,220
    )
    
    
    (1,693
    )
    
    
    (17,913
    )
    
    
    (17,129
    )At 30 June 2006
    
    
    176,989
    
    
    
    (131,700
    )
    
    
    (2,847
    )
    
    
    42,442
    
    
    
    2,136
    
    
    
    44,578
    
    
    
    42,625At 1 July, 2006
    
    
    176,989
    
    
    
    (131,700
    )
    
    
    (2,847
    )
    
    
    42,442
    
    
    
    2,136
    
    
    
    44,578
    
    
    
    42,625Exchange differences on translation
of foreign operations
    
    
    
    
    
    
    
    
    
    
    (2,607
    )
    
    
    (2,607
    )
    
    
    (1,312
    )
    
    
    (3,919
    )
    
    
    (3,747
    )Share-based payments
    
    
    
    
    
    
    2,303
    
    
    
    
    
    
    
    2,303
    
    
    
    478
    
    
    
    2,781
    
    
    
    2,659Net income recognised directly in
equity
    
    
    176,989
    
    
    
    (129,397
    )
    
    
    (5,454
    )
    
    
    42,138
    
    
    
    1,302
    
    
    
    43,440
    
    
    
    41,537Issue of share capital by subsidiary
    
    
    24,371
    
    
    
    
    
    
    
    
    
    
    
    24,371
    
    
    
    
    
    
    
    24,371
    
    
    
    23,304less minority interest
    
    
    (5,277
    )
    
    
    
    
    
    
    
    
    
    
    (5,277
    )
    
    
    5,277
    
    
    
    
    
    
    
    Options exercised (2)
    
    
    513
    
    
    
    
    
    
    
    
    
    
    
    513
    
    
    
    
    
    
    
    513
    
    
    
    491Loss for the period
    
    
    
    
    
    
    (19,981
    )
    
    
    
    
    
    
    (19,981
    )
    
    
    (4,315
    )
    
    
    (24,296
    )
    
    
    (23,232
    )Share of opening equity transferred
to minority interest due to
issuance of shares by subsidiary
    
    
    (4,720
    )
    
    
    3,231
    
    
    
    299
    
    
    
    (1,190
    )
    
    
    1,788
    
    
    
    598
    
    
    
    572At 30 June, 2007
    
    
    191,876
    
    
    
    (146,147
    )
    
    
    (5,155
    )
    
    
    40,574
    
    
    
    4,052
    
    
    
    44,626
    
    
    
    42,672At 1 July, 2007
    
    
    191,876
    
    
    
    (146,147
    )
    
    
    (5,155
    )
    
    
    40,574
    
    
    
    4,052
    
    
    
    44,626
    
    
    
    42,672Exchange differences on translation
of foreign operations
    
    
    
    
    
    
    
    
    
    
    (2,729
    )
    
    
    (2,729
    )
    
    
    (1,046
    )
    
    
    (3,775
    )
    
    
    (3,610
    )Share-based payments
    
    
    
    
    
    
    850
    
    
    
    
    
    
    
    850
    
    
    
    284
    
    
    
    1,134
    
    
    
    1,084Net income recognised directly in
equity
    
    
    191,876
    
    
    
    (145,297
    )
    
    
    (7,884
    )
    
    
    38,695
    
    
    
    3,290
    
    
    
    41,985
    
    
    
    40,146Issue of share capital by subsidiary
    
    
    18,429
    
    
    
    
    
    
    
    
    
    
    
    18,429
    
    
    
    
    
    
    
    18,429
    
    
    
    17,622less minority interest
    
    
    (5,334
    )
    
    
    
    
    
    
    
    
    
    
    (5,334
    )
    
    
    5,334
    
    
    
    
    
    
    
    Loss for the period
    
    
    
    
    
    
    (20,264
    )
    
    
    
    
    
    
    (20,264
    )
    
    
    (4,513
    )
    
    
    (24,777
    )
    
    
    (23,692
    )Share of opening equity transferred
to minority interest due to
issuance of shares by subsidiary
    
    
    (4,539
    )
    
    
    3,310
    
    
    
    393
    
    
    
    (836
    )
    
    
    836
    
    
    
    
    
    
    
    At 30 June, 2008
    
    
    200,432
    
    
    
    (162,251
    )
    
    
    (7,491
    )
    
    
    30,690
    
    
    
    4,947
    
    
    
    35,637
    
    
    
    34,076
 
 (1)
    
    During the period 248,392 Novogen Limited shares were issued following the exercise of
options.(2)
    
    During the period 300,207 Novogen Limited shares were issued following the exercise of
options.  78




---



##### 



STATEMENTS OF CASH FLOWS  for the year ended 30 June, 2008
 Consolidated2008
    
    2007
    
    2006
    
    2008A$000
    
    A$000
    
    A$000
    
    US$000Cash flows from operating activitiesNet (loss)/profit before tax
    
    
    (24,773
    )
    
    
    (24,295
    )
    
    
    (17,912
    )
    
    
    (23,688
    )Income tax paid
    
    
    (4
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    (4
    )Adjustments to reconcile net (loss)/profit
to net cash used in operating activities:Depreciation and amortisation
    
    
    353
    
    
    
    976
    
    
    
    1,389
    
    
    
    338Net (gain)/loss on disposal of property, plant and
equipment
    
    
    (1,623
    )
    
    
    17
    
    
    
    291
    
    
    
    (1,552
    )Share-based payments
    
    
    602
    
    
    
    2,686
    
    
    
    589
    
    
    
    576Changes in operating assets and liabilities:(increase)/decrease in trade receivables
    
    
    300
    
    
    
    388
    
    
    
    574
    
    
    
    287(increase)/decrease in other receivables
    
    
    1,007
    
    
    
    (128
    )
    
    
    (829
    )
    
    
    963(increase)/decrease in inventories
    
    
    1,970
    
    
    
    4,487
    
    
    
    1,682
    
    
    
    1,884(increase)/decrease in prepayments
    
    
    88
    
    
    
    55
    
    
    
    136
    
    
    
    84increase/(decrease) in trade and other payables
    
    
    751
    
    
    
    274
    
    
    
    145
    
    
    
    718increase/(decrease) in provisions
    
    
    282
    
    
    
    (48
    )
    
    
    (166
    )
    
    
    270exchange rate change on opening cash
    
    
    937
    
    
    
    981
    
    
    
    (335
    )
    
    
    896Net cash flows used in operating activities
    
    
    (20,110
    )
    
    
    (14,608
    )
    
    
    (14,437
    )
    
    
    (19,228
    )Cash flows from investing activitiesAcquisition of property, plant and equipment
    
    
    (95
    )
    
    
    (299
    )
    
    
    (319
    )
    
    
    (91
    )Proceeds from sale of plant and equipment
    
    
    3,831
    
    
    
    262
    
    
    
    10
    
    
    
    3,663Net cash flows from/(used in) investing activities
    
    
    3,736
    
    
    
    (37
    )
    
    
    (309
    )
    
    
    3,572Financing ActivitiesProceeds from the issue of ordinary shares
    
    
    
    
    
    
    513
    
    
    
    754
    
    
    
    Proceeds from the issue of shares by subsidiary
    
    
    18,961
    
    
    
    24,371
    
    
    
    
    
    
    
    18,130Repayment of borrowings
    
    
    
    
    
    
    (15
    )
    
    
    (750
    )
    
    
    Investment in short-term deposits
    
    
    (2,000
    )
    
    
    
    
    
    
    
    
    
    
    (1,912
    )Net cash provided by/(used in) financing activities
    
    
    16,961
    
    
    
    24,869
    
    
    
    4
    
    
    
    16,218Net increase/(decrease) in cash and cash equivalents
    
    
    587
    
    
    
    10,224
    
    
    
    (14,742
    )
    
    
    562Cash and cash equivalents at beginning of period
    
    
    38,511
    
    
    
    30,513
    
    
    
    44,110
    
    
    
    36,824Effect of exchange rates on cash holdings in
foreign currencies
    
    
    (4,712
    )
    
    
    (4,226
    )
    
    
    995
    
    
    
    (4,506
    )Movements in secured facility
    
    
    
    
    
    
    2,000
    
    
    
    150
    
    
    
    Cash and cash equivalents at end of period
    
    
    34,386
    
    
    
    38,511
    
    
    
    30,513
    
    
    
    32,880
  79




---



##### 



NOTES TO THE FINANCIAL STATEMENTS
  Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Basis of preparation
  Statement of compliance
   Basis of consolidation
      80




---



##### 



Significant accounting judgements, estimates and assumptions
 (i) Significant accounting judgements
  Research and development expenses
  (ii) Significant accounting estimates and assumptions
  Share-based payment transactions
  Impairments
  Adoption of new accounting standards
 Financial Instruments: Disclosures
 Share-Based Payments
  81




---



##### 



Revenue recognition
  Sale of goods
   Interest
  Government grants
  Royalties
  Litigation Settlement
  Borrowing costs
  82




---



##### 



Leases
      Cash and cash equivalents
   Trade and other receivables
    83




---



##### 



Inventories
    Non-current assets held for sale
     Foreign currency translation
 Functional currency
  Translation of foreign currency transactions
   84




---



##### 



Translation of financial reports of overseas operations
   Taxes
 Income tax
       Other taxes
  
    
    when the GST incurred on a purchase of goods or services is not recoverable from the
taxation authority, in which case the GST is recognised as part of the cost of acquisition of
the asset or as part of the expense item as applicable; and
 
    
    receivables and payables, which are stated with the amounts of GST included.
 85




---



##### 



Property, plant & equipment
 Cost and valuation
  Depreciation
  Major depreciation periods are:Plant and equipment
    
    2.5-10 yearsLeasehold improvements
    
    the lease term
 Impairment of assets
    Derecognition and disposal
   Research and development
   86




---



##### 



Trade and other payables
  Interest bearing loans and borrowings
   Provisions
  Employee benefits
 Wages, salaries, annual leave
  Long service leave
  Defined contribution plan
  87




---



##### 



Share-based payment transactions
     Termination benefits
  Contributed equity
  Subsidiary equity issues
  88




---



##### 



Earnings per share (EPS)
   
    
    costs of servicing equity (other than dividends) and preference share dividends;
    
    the after tax effect of dividends and interest associated with dilutive potential
ordinary shares that have been recognised as expenses; and
    
    other non-discretionary changes in revenues or expenses during the period that would
result from the dilution of potential ordinary shares,
  Deferred offering costs
  Financial instruments
 Recognition
  Loans and receivables
  Financial liabilities
  89




---



##### 



New accounting standards and interpretations
  Operating Segments Amendments to Australian Accounting Standards
arising from AASB 8
  Borrowing costs
  Presentation of Financial Statements and AASB 2007-8 Amendments to Australian
Accounting Standards arising from AASB 101
  90




---



##### 



Note 2 (LOSS) BEFORE INCOME TAX
 Consolidated2008
    
    
    2007
    
    
    2006A$000
    
    
    A$000
    
    
    A$000Revenue and expenses from continuing operations(a) RevenueSale of goods
    
    
    9,400
    
    
    
    10,709
    
    
    
    13,5009,400
    
    
    
    10,709
    
    
    
    13,500Bank interest
    
    
    1,773
    
    
    
    1,912
    
    
    
    1,460Royalties
    
    
    1,749
    
    
    
    1,746
    
    
    
    1,753Licence fees
    
    
    224
    
    
    
    1,122
    
    
    
    Litigation settlements
    
    
    
    
    
    
    1,026
    
    
    
    613Other
    
    
    137
    
    
    
    780
    
    
    
    1193,883
    
    
    
    6,586
    
    
    
    3,945Total revenue
    
    
    13,283
    
    
    
    17,295
    
    
    
    17,445(b) Other incomeGovernment grants  research and development
    
    
    
    
    
    
    2,710
    
    
    
    783Net gains on disposal of property, plant
and equipment
    
    
    1,623
    
    
    
    
    
    
    
    101,623
    
    
    
    2,710
    
    
    
    793(c) Other expensesWrite-down of plant and equipment
    
    
    
    
    
    
    
    
    
    
    301Loss on disposal of plant and equipment
    
    
    
    
    
    
    17
    
    
    
    Reassessment of expected grant income
    
    
    915
    
    
    
    
    
    
    
    Reversal of inventory impairment provision
    
    
    (387
    )
    
    
    
    
    
    
    Impairment loss  financial assetsTrade receivables
    
    
    (29
    )
    
    
    29
    
    
    
    Other debtors
    
    
    62
    
    
    
    
    
    
    
    561
    
    
    
    46
    
    
    
    301(d) Finance costsFinance charges payable under finance leases
    
    
    
    
    
    
    2
    
    
    
    52
    
    
    
    2
    
    
    
    52(e) Depreciation, amortisation and cost of
inventories included in the income statementIncluded in cost of sales: Depreciation
    
    
    2
    
    
    
    367
    
    
    
    499 Amortisation of leased assets
    
    
    
    
    
    
    
    
    
    
    197
 91




---



##### 



Consolidated2008
    
    
    2007
    
    
    2006A$'000
    
    
    A$'000
    
    
    A$'000(f) Lease payments and other expenses included in
the income statementIncluded in administrative expenses: Depreciation
    
    
    351
    
    
    
    609
    
    
    
    669 Amortisation
    
    
    
    
    
    
    
    
    
    
    24 Minimum lease payments  operating
leases
    
    
    663
    
    
    
    668
    
    
    
    669 Net foreign exchange differences
    
    
    937
    
    
    
    893
    
    
    
    (112
    )(g) Employee benefit expenseWages and salaries
    
    
    7,248
    
    
    
    8,163
    
    
    
    7,121Workers compensation costs
    
    
    61
    
    
    
    67
    
    
    
    66Defined contribution plan expense
    
    
    1,147
    
    
    
    1,022
    
    
    
    735Share-based payments expense
    
    
    576
    
    
    
    549
    
    
    
    5629,032
    
    
    
    9,801
    
    
    
    8,484
 92




---



##### 



Note 3 INCOME TAX
 Consolidated2008
    
    2007
    
    2006A$000
    
    A$000
    
    A$000A reconciliation between tax expense and the product of accounting
(loss)/profit before income tax multiplied by the Groups
applicable tax rate is as follows:Accounting (loss)/profit before tax from operations
    
    
    (24,773
    )
    
    
    (24,295
    )
    
    
    (17,912
    )At the Groups statutory income tax rate of 30% (2007 and 2006: 30%)
    
    
    (7,432
    )
    
    
    (7,289
    )
    
    
    (5,374
    )Foreign tax rate differentials
    
    
    619
    
    
    
    (250
    )
    
    
    (132
    )Non deductible expenses
    
    
    307
    
    
    
    975
    
    
    
    598Deductible balancing adjustment
    
    
    3
    
    
    
    
    
    
    
    Research and development allowance
    
    
    (1,165
    )
    
    
    (143
    )
    
    
    (466
    )Sub-total
    
    
    (7,668
    )
    
    
    (6,707
    )
    
    
    (5,374
    )Tax losses and timing differences not recognised
    
    
    7,672
    
    
    
    6,708
    
    
    
    5,375Tax expense
    
    
    4
    
    
    
    1
    
    
    
    1Components of Income Tax Expense/(Benefit)Current tax
    
    
    (7,668
    )
    
    
    (6,707
    )
    
    
    (5,374
    )Defferred tax
    
    
    7,672
    
    
    
    6,708
    
    
    
    5,375Income Tax Expense
    
    
    4
    
    
    
    1
    
    
    
    1
 Deferred Income Tax
 Consolidated2008
    
    2007
    
    2006$000
    
    A$000
    
    A$000Deferred income tax at 30 June relates to the following:Deferred tax assetsDepreciation
    
    
    761
    
    
    
    733
    
    
    
    806Provisions accruals
    
    
    1,025
    
    
    
    1,042
    
    
    
    1,536Exchange gains
    
    
    78
    
    
    
    549
    
    
    
    Other
    
    
    6
    
    
    
    113
    
    
    
    102Losses carried forward Australia
    
    
    33,238
    
    
    
    24,157
    
    
    
    19,319 USA
    
    
    11,876
    
    
    
    14,729
    
    
    
    12,904 Other countries
    
    
    3,653
    
    
    
    5,139
    
    
    
    4,200Total deferred tax assets not recognised
    
    
    50,637
    
    
    
    46,462
    
    
    
    38,867Deferred tax liabilityExchange losses
    
    
    
    
    
    
    
    
    
    
    (165
    )Other
    
    
    (117
    )
    
    
    (304
    )
    
    
    (117
    )Total deferred tax liability not recognised
    
    
    (117
    )
    
    
    (304
    )
    
    
    (282
    )Net deferred tax asset not recognised
    
    
    50,520
    
    
    
    46,158
    
    
    
    38,585
 93




---



##### 



Tax consolidation
   94




---



##### 



Note 4 EARNINGS PER SHARE
      Consolidated2008
    
    2007
    
    2006A$000
    
    A$000
    
    A$000Net loss attributable to ordinary equity holders of the parent
    
    
    (20,264
    )
    
    
    (19,981
    )
    
    
    (16,220
    )
 2008
    
    2007
    
    2006Thousands
    
    Thousands
    
    ThousandsWeighted average number of ordinary shares used in
calculating basic and diluted earnings per share
    
    
    97,594
    
    
    
    97,567
    
    
    
    97,207
 95




---



##### 



Note 5 CASH AND CASH EQUIVALENTS
 Consolidated2008
    
    2007A$000
    
    A$000Cash at bank and in hand
    
    
    27,930
    
    
    
    30,059Short-term deposits
    
    
    6,456
    
    
    
    8,45234,386
    
    
    
    38,511Secured cash (Refer Note 16)
    
    
    1,000
    
    
    
    1,00035,386
    
    
    
    39,511
   Note 6 TRADE AND OTHER RECEIVABLES
 Consolidated2008
    
    2007A$000
    
    A$000CurrentTrade receivables
    
    
    2,042
    
    
    
    2,368Allowance for doubtful debts
    
    
    (20
    )
    
    
    (46
    )2,022
    
    
    
    2,322Deposits held
    
    
    427
    
    
    
    415Term deposits greater than three months to maturity
    
    
    2,000
    
    
    
    Deferred offering costs
    
    
    114
    
    
    
    30Other debtors
    
    
    468
    
    
    
    1,509Allowance for doubtful debts  other
    
    
    (62
    )
    
    
    4,969
    
    
    
    4,276
 Provision for doubtful debts
   96




---



##### 



Consolidated2008
    
    2007A$000
    
    A$000Balance at 1 July, 2007
    
    
    (46
    )
    
    
    (7
    )Change in allowance for the year
    
    
    29
    
    
    
    (29
    )Amounts (recovered)/written off during the year
    
    
    (3
    )
    
    
    (10
    )Balance at 30 June, 2008
    
    
    (20
    )
    
    
    (46
    )
 Past due but not considered doubtful
  Consolidated2008
    
    2007A$000
    
    A$0001 - 30 days overdue
    
    
    447
    
    
    
    68231 - 60 days overdue
    
    
    196
    
    
    
    11261 - 90 days overdue
    
    
    2
    
    
    
    17645
    
    
    
    811
  Other receivables
   97




---



##### 



Consolidated2008
    
    2007A$000
    
    A$0001 - 30 days overdue
    
    
    9
    
    
    
    931 - 60 days overdue
    
    
    28
    
    
    
    5661 - 90 days overdue
    
    
    
    
    
    
    91 + days overdue
    
    
    49
    
    
    
    86
    
    
    
    65
  Related party receivables
  Fair value and credit risk
   Foreign exchange and interest rate risk
  Note 7 INVENTORIES
 Consolidated2008
    
    2007A$000
    
    A$000CurrentWork in progress (at cost)
    
    
    536
    
    
    
    2,183Finished goods (at cost)
    
    
    1,393
    
    
    
    1,7161,929
    
    
    
    3,899
 98




---



##### 



Note 8 OTHER CURRENT ASSETS
 Consolidated2008
    
    2007A$000
    
    A$000Prepayments
    
    
    542
    
    
    
    630
 Note 9 ASSETS HELD FOR SALE
 Consolidated2008
    
    2007A$000
    
    A$000Land and buildings
    
    
    
    
    
    
    2,203
  99




---



##### 



Note 10 PROPERTY, PLANT AND EQUIPMENT
 Consolidated2008
    
    2007A$000
    
    A$000Plant and equipment  at cost
    
    
    2,753
    
    
    
    2,806Accumulated depreciation
    
    
    (2,236
    )
    
    
    (2,048
    )517
    
    
    
    758Leasehold improvements  at cost
    
    
    112
    
    
    
    112Accumulated depreciation
    
    
    (54
    )
    
    
    (32
    )58
    
    
    
    80Total property, plant and equipment  at cost
    
    
    2,865
    
    
    
    2,918Accumulated amortisation and depreciation
    
    
    (2,290
    )
    
    
    (2,080
    )Total property, plant and equipment
    
    
    575
    
    
    
    838
 Reconciliations
  Consolidated2008
    
    2007A$000
    
    A$000Plant and equipmentCarrying amount at beginning of financial year
    
    
    758
    
    
    
    1,950Additions
    
    
    95
    
    
    
    287Disposals
    
    
    (5
    )
    
    
    (766
    )Depreciation expense
    
    
    (331
    )
    
    
    (713
    )Carrying amount at end of financial year
    
    
    517
    
    
    
    758Leasehold improvementsCarrying amount at beginning of financial year
    
    
    80
    
    
    
    90Additions
    
    
    
    
    
    
    12Depreciation expense
    
    
    (22
    )
    
    
    (22
    )Carrying amount at end of financial year
    
    
    58
    
    
    
    80
 100




---



##### 



Note 11 TRADE AND OTHER PAYABLES
 Consolidated2008
    
    2007A$000
    
    A$000CurrentTrade payables
    
    
    3,427
    
    
    
    3,636Accrued trade payables
    
    
    1,239
    
    
    
    1,346Accrued clinical trial payments
    
    
    2,005
    
    
    
    9386,671
    
    
    
    5,920
  
    
    trade payables are non-interest bearing and normally settled on 30 day terms; and
    
    clinical trial payables are non-interest bearing and normally settled on 30 day terms.
 Risk exposure
  Fair value
  Note 12 PROVISIONS
 Consolidated2008
    
    2007A$000
    
    A$000Employee benefit provisionCurrent
    
    
    708
    
    
    
    539Non-current
    
    
    339
    
    
    
    2261,047
    
    
    
    765Make good provisionOpening balance at beginning of the year
    
    
    46
    
    
    
    46Additional provision made in the period
    
    
    
    
    
    
    Closing balance at the end of the year
    
    
    46
    
    
    
    46Current
    
    
    
    
    
    
    Non-current
    
    
    46
    
    
    
    4646
    
    
    
    46
  101




---



##### 



Note 13 CONTRIBUTED EQUITY AND RESERVES
 (a) Issued and paid up capital
 Consolidated2008
    
    2007A$000
    
    A$000Fully Paid Ordinary SharesNovogen Limited
97,594,261 (2007: 97,594,261) ordinary shares
    
    
    127,573
    
    
    
    127,573127,573
    
    
    
    127,573OtherGain arising on issue of shares by subsidiaries to outside shareholders:Marshall Edwards, Inc.
    
    
    65,654
    
    
    
    57,388Glycotex, Inc.
    
    
    7,205
    
    
    
    6,91572,859
    
    
    
    64,303Contributed Equity
    
    
    200,432
    
    
    
    191,876
    IssueNumber of
    
    
    priceshares
    
    
    A$
    
    
    A$000On issue 1 July, 2006
    
    
    97,294,054
    
    
    
    
    
    
    
    127,060Options converted to shares
    
    
    101,950
    
    
    
    2.05
    
    
    
    209Options converted to shares
    
    
    196,304
    
    
    
    1.53
    
    
    
    300Options converted to shares
    
    
    1,953
    
    
    
    2.10
    
    
    
    4Total options exercised during the period
    
    
    300,207
    
    
    
    
    
    
    
    513On issue 30 June, 2007
    
    
    97,594,261
    
    
    
    
    
    
    
    127,573On issue 30 June, 2008
    
    
    97,594,261
    
    
    
    
    
    
    
    127,573
 Share options
  102




---



##### 



(b) Reserves
   Consolidated2008
    
    2007A$000
    
    A$000Balance at the beginning of the year
    
    
    (5,155
    )
    
    
    (2,847
    )Share of opening reserve transferred to minority
interest due to issuance of shares by subsidiary
    
    
    393
    
    
    
    299Exchange differences on translation of foreign
operations
    
    
    (2,729
    )
    
    
    (2,607
    )Balance at the end of the year
    
    
    (7,491
    )
    
    
    (5,155
    )
 (c) Accumulated losses
  Consolidated2008
    
    2007A$000
    
    A$000Balance at the beginning of the year
    
    
    (146,147
    )
    
    
    (131,700
    )Adjustment to opening retained earnings
attributed to minority interest holders
    
    
    3,310
    
    
    
    3,231Equity attributable to share based payments
    
    
    850
    
    
    
    2,303Current year (loss)/profit
    
    
    (20,264
    )
    
    
    (19,981
    )Balance at the end of the year
    
    
    (162,251
    )
    
    
    (146,147
    )
 (d) Minority interests
  Consolidated2008
    
    2007A$000
    
    A$000Ordinary shares
    
    
    27,567
    
    
    
    17,694Foreign currency translation reserve
    
    
    (2,875
    )
    
    
    (1,436
    )Accumulated losses
    
    
    (19,745
    )
    
    
    (12,206
    )4,947
    
    
    
    4,052
 103




---



##### 



Note 14 SHARE BASED PAYMENT PLANS
 Employee Share Option Plan
   Consultant options
    2008
    
    2007No.
    
    WAEP
    
    No.
    
    WAEPOutstanding at the beginning of the year
    
    
    1,446,054
    
    
    
    A$3.37
    
    
    
    1,294,638
    
    
    
    A$3.55Granted
    
    
    1,326,552
    
    
    
    A$1.20
    
    
    
    539,912
    
    
    
    A$2.41Forfeited
    
    
    (184,114
    )
    
    
    A$3.27
    
    
    
    (190,239
    )
    
    
    A$3.83Exercised (i)
    
    
    
    
    
    
    N/A
    
    
    
    (198,257
    )
    
    
    A$1.54Expired
    
    
    (260,516
    )
    
    
    A$2.10
    
    
    
    
    
    
    
    N/AOutstanding at the end of the year
    
    
    2,327,976
    
    
    
    A$2.28
    
    
    
    1,446,054
    
    
    
    A$3.37Exercisable at the end of the year
    
    
    534,192
    
    
    
    A$4.33
    
    
    
    547,442
    
    
    
    A$3.68
 
 (i)
    
    There were no options exercised during the year ended 30 June, 2008. Options exercised during
the year ended 30 June, 2007 had a weighted average share price of A$2.78 at exercise date. 104




---



##### 



Exercise
    
    Expiry
    
    No. outstanding
    
    No. outstandingPrice A$
    
    Date
    
    30 June, 2008
    
    30 June, 2007A$2.10
    
    
    30/11/07
    
    
    
    
    
    
    
    268,430A$6.76
    
    
    27/02/09
    
    
    
    118,468
    
    
    
    132,344A$4.90
    
    
    16/03/10
    
    
    
    182,868
    
    
    
    201,596A$3.64
    
    
    16/04/11
    
    
    
    272,536
    
    
    
    315,824A$2.41
    
    
    30/03/12
    
    
    
    427,552
    
    
    
    527,860A$2.41
    
    
    30/03/12
    
    
    
    141,668
    
    
    
    A$1.06
    
    
    1/03/13
    
    
    
    1,184,884
    
    
    
    2,327,976
    
    
    
    1,446,054
  2008
    
    2007No.
    
    WAEP
    
    No.
    
    WAEPOutstanding at the beginning of the year
    
    
    130,012
    
    
    
    A$3.08
    
    
    
    187,510
    
    
    
    A$2.68Granted
    
    
    35,460
    
    
    
    A$1.06
    
    
    
    44,452
    
    
    
    A$2.41Forfeited
    
    
    (25,252
    )
    
    
    A$3.24
    
    
    
    
    
    
    
    N/AExercised
    
    
    
    
    
    
    N/A
    
    
    
    (101,950
    )
    
    
    A$2.05Expired
    
    
    (37,200
    )
    
    
    A$2.10
    
    
    
    
    
    
    
    N/AOutstanding at the end of the year
    
    
    103,020
    
    
    
    A$2.69
    
    
    
    130,012
    
    
    
    A$3.08Exercisable at the end of the year
    
    
    31,633
    
    
    $
    4.27
    
    
    
    56,181
    
    
    $
    3.06
 105




---



##### 



Exercise
    
    Expiry
    
    No. outstanding
    
    No. outstandingPrice A$
    
    Date
    
    30 June, 2008
    
    30 June, 2007$2.10
    
    
    30/11/07
    
    
    
    
    
    
    
    37,200$6.76
    
    
    27/02/09
    
    
    
    6,660
    
    
    
    6,660$4.90
    
    
    16/03/10
    
    
    
    9,184
    
    
    
    14,244$3.64
    
    
    16/04/11
    
    
    
    20,624
    
    
    
    27,456$2.41
    
    
    30/03/12
    
    
    
    31,092
    
    
    
    44,452$1.06
    
    
    1/03/13
    
    
    
    35,460
    
    
    
    103,020
    
    
    
    130,012
     1 March,
    
    26 October,
    
    30 March,
    
    21 April,
    
    16 March,
    
    27 February,2008
    
    2007
    
    2007
    
    2006
    
    2005
    
    2004Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    57
    %
    
    
    55
    %
    
    
    59
    %
    
    
    66
    %
    
    
    69
    %
    
    
    69
    %Historical volatility
    
    
    57
    %
    
    
    55
    %
    
    
    59
    %
    
    
    66
    %
    
    
    69
    %
    
    
    69
    %Risk-free interest rate
    
    
    6.35
    %
    
    
    6.41
    %
    
    
    6.09
    %
    
    
    5.62
    %
    
    
    5.67
    %
    
    
    5.52
    %Expected life of option
    
    5 years
    
    4.4 years
    
    5 years
    
    5 years
    
    5 years
    
    5 yearsOption fair value
    
    
    A$0.60
    
    
    
    A$0.66
    
    
    
    A$1.40
    
    
    
    A$2.10
    
    
    
    A$2.96
    
    
    
    A$2.82
  106




---



##### 



Note 15 SEGMENT INFORMATION
    107




---



##### 



Geographic Segments
  Australia/NZ
    
    North America
    
    Europe
    
    Elimination
    
    Consolidated2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000RevenueSales to external customers
    
    
    4,755
    
    
    
    4,453
    
    
    
    5,166
    
    
    
    2,428
    
    
    
    3,152
    
    
    
    5,720
    
    
    
    2,217
    
    
    
    3,104
    
    
    
    2,614
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,400
    
    
    
    10,709
    
    
    
    13,500Other revenues from external customers
    
    
    2,171
    
    
    
    4,691
    
    
    
    2,703
    
    
    
    5
    
    
    
    54
    
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    (79
    )
    
    
    (71
    )
    
    
    (218
    )
    
    
    2,110
    
    
    
    4,674
    
    
    
    2,485Inter-segment revenues
    
    
    1,206
    
    
    
    3,543
    
    
    
    2,021
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,206
    )
    
    
    (3,543
    )
    
    
    (2,021
    )
    
    
    
    
    
    
    
    
    
    
    Total segment revenue
    
    
    8,132
    
    
    
    12,687
    
    
    
    9,890
    
    
    
    2,433
    
    
    
    3,206
    
    
    
    5,720
    
    
    
    2,230
    
    
    
    3,104
    
    
    
    2,614
    
    
    
    (1,285
    )
    
    
    (3,614
    )
    
    
    (2,239
    )
    
    
    11,510
    
    
    
    15,383
    
    
    
    15,985Unallocated revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,773
    
    
    
    1,912
    
    
    
    1,460Total consolidated revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,283
    
    
    
    17,295
    
    
    
    17,445Result (from continuing operations)Segment result (loss)
    
    
    (27,435
    )
    
    
    (18,684
    )
    
    
    (11,883
    )
    
    
    997
    
    
    
    (1,493
    )
    
    
    (6,798
    )
    
    
    139
    
    
    
    105
    
    
    
    (985
    )
    
    
    1,550
    
    
    
    (4,221
    )
    
    
    1,807
    
    
    
    (24,749
    )
    
    
    (24,293
    )
    
    
    (17,859
    )Unallocated expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24
    )
    
    
    (2
    )
    
    
    (53
    )Consolidated entity (loss) before income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,773
    )
    
    
    (24,295
    )
    
    
    (17,912
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    (1
    )
    
    
    (1
    )Net (loss) from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,777
    )
    
    
    (24,296
    )
    
    
    (17,913
    )Assets and liabilitiesSegment assets
    
    
    61,667
    
    
    
    71,533
    
    
    
    79,051
    
    
    
    82,874
    
    
    
    70,414
    
    
    
    53,237
    
    
    
    1,026
    
    
    
    1,722
    
    
    
    1,379
    
    
    
    (102,166
    )
    
    
    (92,312
    )
    
    
    (82,569
    )
    
    
    43,401
    
    
    
    51,357
    
    
    
    51,098Segment liabilities
    
    
    7,272
    
    
    
    6,471
    
    
    
    5,555
    
    
    
    39,572
    
    
    
    44,107
    
    
    
    49,051
    
    
    
    10,495
    
    
    
    11,331
    
    
    
    11,092
    
    
    
    (49,575
    )
    
    
    (55,178
    )
    
    
    (59,178
    )
    
    
    7,764
    
    
    
    6,731
    
    
    
    6,520Other segment informationCapital expenditure
    
    
    88
    
    
    
    269
    
    
    
    260
    
    
    
    4
    
    
    
    27
    
    
    
    53
    
    
    
    3
    
    
    
    3
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    95
    
    
    
    299
    
    
    
    319Depreciation
    
    
    341
    
    
    
    954
    
    
    
    1,106
    
    
    
    7
    
    
    
    15
    
    
    
    53
    
    
    
    5
    
    
    
    7
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    353
    
    
    
    976
    
    
    
    1,168Amortisation
    
    
    
    
    
    
    
    
    
    
    221
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221Impairment loss recognised in loss
    
    
    
    
    
    
    
    
    
    
    301
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    301Other non-cash expenses
    
    
    514
    
    
    
    1,395
    
    
    
    1,207
    
    
    
    31
    
    
    
    2,208
    
    
    
    (63
    )
    
    
    (18
    )
    
    
    35
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    527
    
    
    
    3,638
    
    
    
    1,136Segment net gain/(loss) on foreign currency
    
    
    (6,466
    )
    
    
    (7,031
    )
    
    
    2,748
    
    
    
    4,767
    
    
    
    5,573
    
    
    
    (2,013
    )
    
    
    764
    
    
    
    581
    
    
    
    (522
    )
    
    
    (2
    )
    
    
    (16
    )
    
    
    (101
    )
    
    
    (937
    )
    
    
    (893
    )
    
    
    112
 108




---



##### 



Business Segments
  PharmaceuticalConsumer healthcare
    
    research and development
    
    Elimination
    
    Consolidated2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Segment revenue
    
    
    10,507
    
    
    
    12,450
    
    
    
    14,362
    
    
    
    2,776
    
    
    
    4,845
    
    
    
    3,083
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,283
    
    
    
    17,295
    
    
    
    17,445Segment assets
    
    
    21,469
    
    
    
    28,461
    
    
    
    32,611
    
    
    
    22,717
    
    
    
    23,790
    
    
    
    19,042
    
    
    
    (785
        )
    
    
    (894
        )
    
    
    (555
        )
    
    
    43,401
    
    
    
    51,357
    
    
    
    51,098
 Note 16 FINANCIAL INSTRUMENTS
 Capital Risk Management
    Financial Risk Management
   109




---



##### 



Market Risk
 Interest rate risk
    Consolidated2008
    
    2007A$000
    
    A$000Financial assetsCash at bank and in hand
    
    
    27,930
    
    
    
    30,059Short term deposits
    
    
    6,456
    
    
    
    8,45234,386
    
    
    
    38,511Secured cash
    
    
    1,000
    
    
    
    1,000Net exposure
    
    
    35,386
    
    
    
    39,511
  Post tax profitHigher/(Lower)2008
    
    2007A$000
    
    A$000Judgements of reasonably possible movements:Consolidated+1% (100 basis points)
    
    
    354
    
    
    
    395-1% (100 basis points)
    
    
    (354
    )
    
    
    (395
    )
 110




---



##### 



Consolidated
 Floating
    
    Fixed
    
    Fixed
    
    Non-interest
    
    
    
    
    
    
    
    
    
    WeightedInterest Rate
    
    1 year or less
    
    Over 1 to 5 years
    
    bearing
    
    Total
    
    average rate of2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007
    
    interestNote
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    2008
    
    2007Financial assetsCash
    
    
    5
    
    
    
    25,049
    
    
    
    28,528
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,881
    
    
    
    1,531
    
    
    
    27,930
    
    
    
    30,059
    
    
    
    2.02
    %
    
    
    3.84
    %Deposits
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    7,456
    
    
    
    9,452
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,456
    
    
    
    9,452
    
    
    
    7.75
    %
    
    
    6.35
    %Trade and other receivables
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,969
    
    
    
    4,276
    
    
    
    4,969
    
    
    
    4,276
    
    
    
    8.50
    %
    
    
    N/ALoans and receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,456
    
    
    
    9,452
    
    
    
    
    
    
    
    
    
    
    
    2,969
    
    
    
    4,276
    
    
    
    12,425
    
    
    
    13,728Financial assets
    
    
    
    
    
    
    25,049
    
    
    
    28,528
    
    
    
    9,456
    
    
    
    9,452
    
    
    
    
    
    
    
    
    
    
    
    5,850
    
    
    
    5,807
    
    
    
    40,355
    
    
    
    43,787Financial liabilitiesTrade and other payables
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,671
    
    
    
    5,920
    
    
    
    6,671
    
    
    
    5,920
    
    
    
    N/A
    
    
    
    N/AFinancial liabilities
at amortised cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,671
    
    
    
    5,920
    
    
    
    6,671
    
    
    
    5,920Net financial assets/
(liabilities)
    
    
    
    
    
    
    25,049
    
    
    
    28,528
    
    
    
    9,456
    
    
    
    9,452
    
    
    
    
    
    
    
    
    
    
    
    (821
    )
    
    
    (113
    )
    
    
    33,684
    
    
    
    37,867
 Foreign currency risk
   111




---



##### 



Consolidated2008
    
    2007A$000
    
    A$000USD denominatedFinancial assetsCash and cash equivalents
    
    
    3,524
    
    
    
    5,175Trade and other receivables
    
    
    268
    
    
    
    1793,792
    
    
    
    5,354Financial liablitiesTrade and other payables
    
    
    110
    
    
    
    141Net exposure
    
    
    3,682
    
    
    
    5,213GBP denominatedFinancial assetsCash and cash equivalents
    
    
    18
    
    
    
    (3
    )Trade and other receivables
    
    
    474
    
    
    
    638492
    
    
    
    635Financial liablitiesTrade and other payables
    
    
    319
    
    
    
    201Net exposure
    
    
    173
    
    
    
    434CAD denominatedFinancial assetsCash and cash equivalents
    
    
    138
    
    
    
    95Trade and other receivables
    
    
    200
    
    
    
    169338
    
    
    
    264Financial liablitiesTrade and other payables
    
    
    79
    
    
    
    60Net exposure
    
    
    259
    
    
    
    204EURO denominatedFinancial assetsCash and cash equivalents
    
    
    49
    
    
    
    60Trade and other receivables
    
    
    660
    
    
    
    569709
    
    
    
    629Financial liablitiesTrade and other payables
    
    
    779
    
    
    
    200Net exposure
    
    
    (70
    )
    
    
    429AUD denominatedFinancial assetsCash and cash equivalents
    
    
    441
    
    
    
    483Trade and other receivables
    
    
    
    
    
    
    441
    
    
    
    483Financial liablitiesTrade and other payables
    
    
    1,695
    
    
    
    1,099Net exposure
    
    
    (1,254
    )
    
    
    (616
    )
 112




---



##### 



Post tax profitHigher/(Lower)2008
    
    2007A$000
    
    A$000Judgements of reasonably possible movements:USD denominatedConsolidatedAUD/USD +10%
    
    
    (335
    )
    
    
    (474
    )AUD/USD -5%
    
    
    194
    
    
    
    274GBP denominatedConsolidatedAUD/GBP +10%
    
    
    (16
    )
    
    
    (39
    )AUD/GBP -5%
    
    
    9
    
    
    
    23CAD denominatedConsolidatedAUD/CAD +5%
    
    
    (12
    )
    
    
    (10
    )AUD/CAD -5%
    
    
    14
    
    
    
    11EURO denominatedConsolidatedAUD/EURO +5%
    
    
    3
    
    
    
    (20
    )AUD/EURO -5%
    
    
    (4
    )
    
    
    23AUD denominatedConsolidatedAUD/USD +10%
    
    
    114
    
    
    
    56AUD/USD -5%
    
    
    (66
    )
    
    
    (32
    )
 113




---



##### 



Credit risk
      Concentration of credit risk
   (i)
    
    customer payment terms are 30 days except for some customers who have 60 day terms;(ii)
    
    credit limits are applied to customers to limit the credit risk exposure; and(iii)
    
    by limiting the amount of credit exposure to any single counter-party for cash deposits.
 Liquidity risk
  Maturity analysis of financial liabilities based on managements expectation
  114




---



##### 



Consolidated
    

£ 6 months
    
    
    6-12 months
    
    
    1-5 Years
    
    
    > 5 years
    
    
    TotalYear ended 30 June
2008
    
    A$000
    
    
    A$000
    
    
    A$000
    
    
    A$000
    
    
    A$000Financial LiabilitiesTrade and other payables
    
    
    6,671
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,671Total
    
    
    6,671
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,671
 Consolidated
    
    £ 6 months
    
    
    6-12 months
    
    
    1-5 Years
    
    
    > 5 years
    
    
    TotalYear
ended 30 June 2007
    
    A$000
    
    
    A$000
    
    
    A$000
    
    
    A$000
    
    
    A$000Financial LiabilitiesTrade and other payables
    
    
    5,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,920Total
    
    
    5,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,920
 Financing facilities available
  Consolidated2008
    
    2007A$000
    
    A$000Multi option facility
    
    
    1,000
    
    
    
    1,0001,000
    
    
    
    1,000Used at balance date
    
    
    526
    
    
    
    526Unused at balance date
    
    
    474
    
    
    
    4741,000
    
    
    
    1,000
  115




---



##### 



Note 17 COMMITMENTS
 Consolidated2008
    
    2007A$000
    
    A$000(a) Lease commitments *Commitments in relation to operating leases
contracted for at the reporting date but not
recognised as liabilities payable:Not later than 1 year
    
    
    466
    
    
    
    471Later than 1 year but not later than 2 years
    
    
    431
    
    
    
    476Later than 2 years but not later than 3 years
    
    
    58
    
    
    
    444Later than 3 years but not later than 4 years
    
    
    
    
    
    
    81Later than 4 years but not later than 5 years
    
    
    
    
    
    
    11955
    
    
    
    1,483(b) Other expenditure commitmentsResearch and development contracts for
service to be rendered:Not later than 1 year
    
    
    10,493
    
    
    
    8,220Later than 1 year but not later than 2 years
    
    
    6,328
    
    
    
    4,520Later than 2 years but not later than 3 years
    
    
    2,225
    
    
    
    26019,046
    
    
    
    13,000
 
 *
    
    Operating leases represent payments for property and equipment rental. Leases for property
include an annual review for Consumer Price Index increases.  116




---



##### 



Note 18 RELATED PARTY DISCLOSURES
 Interests in controlled entities
  Country of
    
    % Equity interest *
    
    Investment (A$000)Name of Entity
    
    Incorporation
    
    2008
    
    2007
    
    2008
    
    2007Novogen Laboratories Pty Ltd ^
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    1,551
    
    
    
    949Novogen Research Pty Ltd ^
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    7,000
    
    
    
    7,000Phytosearch Pty Ltd #
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Phytogen Pty Ltd #
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    20
    
    
    
    20Glycotex Pty Ltd #
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Norvogen Pty Ltd #
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Central Coast Properties Pty Ltd ^
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Novogen Inc
    
    US
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Glycotex, Inc.
    
    US
    
    
    81.0
    
    
    
    81.3
    
    
    
    857
    
    
    
    54Novogen Limited (UK)
    
    UK
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Promensil Limited
    
    UK
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Novogen BV
    
    Netherlands
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Novogen Canada Limited
    
    Canada
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Marshall Edwards, Inc.
    
    US
    
    
    71.9
    
    
    
    78.1
    
    
    
    
    
    
    
    Marshall Edwards Pty Limited #
    
    Australia
    
    
    71.9
    
    
    
    78.1
    
    
    
    
    
    
    
    9,428
    
    
    
    8,023
  
 ^ Entities subject to class order relief
     117




---



##### 



Consolidated Income Statement
 CLOSED GROUP2008
    
    2007A$000
    
    A$000Loss from continuing operations before income tax
    
    
    (12,452
    )
    
    
    (5,921
    )Income tax expense
    
    
    
    
    
    
    Loss after tax from continuing operations
    
    
    (12,452
    )
    
    
    (5,921
    )Accumulated losses at the beginning of the period
    
    
    (61,327
    )
    
    
    (56,004
    )Net income recognised directly in equity
    
    
    602
    
    
    
    598Accumulated losses at the end of the financial year
    
    
    (73,177
    )
    
    
    (61,327
    )
 Consolidated Balance Sheet
 CLOSED GROUP2008
    
    2007A$000
    
    A$000CURRENT ASSETSCash and cash equivalents
    
    
    13,718
    
    
    
    17,339Trade and other receivables
    
    
    4,506
    
    
    
    3,635Inventories
    
    
    1,162
    
    
    
    2,952Other current assets
    
    
    433
    
    
    
    539Assets held for sale
    
    
    
    
    
    
    2,203Total current assets
    
    
    19,819
    
    
    
    26,668NON-CURRENT ASSETSReceivables
    
    
    38,047
    
    
    
    42,356Property, plant and equipment
    
    
    549
    
    
    
    806Other financial assets
    
    
    
    
    
    
    54Total non-current assets
    
    
    38,596
    
    
    
    43,216TOTAL ASSETS
    
    
    58,415
    
    
    
    69,884CURRENT LIABILITIESTrade and other payables
    
    
    2,958
    
    
    
    2,922Provisions
    
    
    676
    
    
    
    490Total current liabilities
    
    
    3,634
    
    
    
    3,412NON-CURRENT LIABILITIESProvisions
    
    
    385
    
    
    
    226Total non-current liabilities
    
    
    385
    
    
    
    226TOTAL LIABILITIES
    
    
    4,019
    
    
    
    3,638NET ASSETS
    
    
    54,396
    
    
    
    66,246EQUITYContributed equity
    
    
    127,573
    
    
    
    127,573Accumulated losses
    
    
    (73,177
    )
    
    
    (61,327
    )TOTAL EQUITY
    
    
    54,396
    
    
    
    66,246
 118




---



##### 



Note 19 REMUNERATION OF AUDITORS
 Consolidated2008
    
    2007A$
    
    A$Amounts received or due and receivable by BDO for:(a) an audit or review of the financial report of the
entity and any other entity in the consolidated
group;
    
    
    252,523
    
    
    
    263,899(b) other services in relation to the entity and any
other entity in the consolidated entity- Tax compliance services
    
    
    26,109
    
    
    
    40,073- MEI Form S-3 audit and review services
    
    
    25,726
    
    
    
    12,705- Sarbanes-Oxley Section 404 services
    
    
    81,195
    
    
    
    - Review of government grants
    
    
    2,980
    
    
    
    1,600- Other
    
    
    8,007
    
    
    
    3,573396,540
    
    
    
    321,850Amounts received or due and receivable by non BDO
audit firms for:- an audit or review of the financial report of the
entity and any other entity in the consolidated
group, for local statutory purposes
    
    
    21,600
    
    
    
    46,885- other non-audit services  local statutory auditors
    
    
    33,662
    
    
    
    44,089451,802
    
    
    
    412,824
 119




---



##### 



Note 20 DIRECTOR AND EXECUTIVE DISCLOSURES
 a) Details of key management personnel and Group executives
 (i) DirectorsPhilip A. Johnston
    
    Chairman (Non-executive)Christopher Naughton
    
    Chief Executive OfficerAlan J. Husband
    
    Executive DirectorPaul J. Nestel AO
    
    Director (Non-executive)Peter B. Simpson
    
    Director (Non-executive)Geffery M. Leppinus
    
    Director (Non-executive)(ii) Other key management personnelDavid R. Seaton
    
    Chief Financial OfficerWarren J. Lancaster
    
    VP Commercial and Corporate DevelopmentBryan M. Palmer
    
    General Manager OperationsCraig D. Kearney
    
    General Manager Consumer BusinessRonald L. Erratt
    
    Company Secretary(iii) Group executivesReinhard Koenig
    
    Chief Executive Officer  Glycotex, Inc.
 b) Compensation of key management personnel and Group executives
 Consolidated2008
    
    2007A$000
    
    A$000Short term employee benefits
    
    
    3,076,909
    
    
    
    2,889,344Post employment benefits
    
    
    591,507
    
    
    
    468,563Long term employee benefits
    
    
    103,008
    
    
    
    64,656Share-based payment
    
    
    290,682
    
    
    
    241,430Total Compensation
    
    
    4,062,106
    
    
    
    3,663,993
  120




---



##### 



c) Option holding of key management personnel
 Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested and
    
    Notbeginning of
    
    
    
    
    
    
    
    
    
    Net
    
    Balance at
    
    exercisable
    
    exercisableperiod
    
    Granted as
    
    Options
    
    change
    
    end of period
    
    30 June,
    
    30 June,1 July, 2007
    
    remuneration
    
    exercised
    
    other
    
    30 June, 2008
    
    2008
    
    2008Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    NumberExecutive DirectorsC Naughton
    
    
    
    
    
    
    91,196
    
    
    
    
    
    
    
    
    
    
    
    91,196
    
    
    
    
    
    
    
    91,196AJ Husband
    
    
    106,176
    
    
    
    50,472
    
    
    
    
    
    
    
    (38,256
    )
    
    
    118,392
    
    
    
    59,672
    
    
    
    58,720ExecutivesDR Seaton
    
    
    156,860
    
    
    
    125,492
    
    
    
    
    
    
    
    (38,468
    )
    
    
    243,884
    
    
    
    59,672
    
    
    
    184,212WJ Lancaster (US)
    
    
    60,090
    
    
    
    53,020
    
    
    
    
    
    
    
    (5,374
    )
    
    
    107,736
    
    
    
    27,735
    
    
    
    80,001BM Palmer
    
    
    89,112
    
    
    
    67,864
    
    
    
    
    
    
    
    (24,108
    )
    
    
    132,868
    
    
    
    32,803
    
    
    
    100,065CD Kearney
    
    
    90,612
    
    
    
    69,560
    
    
    
    
    
    
    
    (23,812
    )
    
    
    136,360
    
    
    
    33,326
    
    
    
    103,034RL Erratt
    
    
    87,864
    
    
    
    63,836
    
    
    
    
    
    
    
    (24,524
    )
    
    
    127,176
    
    
    
    32,214
    
    
    
    94,962Total
    
    
    590,714
    
    
    
    521,440
    
    
    
    
    
    
    
    (154,542
    )
    
    
    957,612
    
    
    
    245,422
    
    
    
    712,190Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested and
    
    Notbeginning of
    
    
    
    
    
    
    
    
    
    Net
    
    Balance at
    
    exercisable
    
    exercisableperiod
    
    Granted as
    
    Options
    
    change
    
    end of period
    
    30 June,
    
    30 June,1 July, 2006
    
    remuneration
    
    exercised
    
    other
    
    30 June, 2007
    
    2007
    
    2007Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    NumberExecutive DirectorsAJ Husband
    
    
    147,948
    
    
    
    
    
    
    
    (41,772
    )
    
    
    
    
    
    
    106,176
    
    
    
    68,330
    
    
    
    37,846ExecutivesDR Seaton
    
    
    127,530
    
    
    
    50,472
    
    
    
    (21,142
    )
    
    
    
    
    
    
    156,860
    
    
    
    68,542
    
    
    
    88,318WJ Lancaster (US)
    
    
    35,678
    
    
    
    24,412
    
    
    
    
    
    
    
    
    
    
    
    60,090
    
    
    
    19,430
    
    
    
    40,660BM Palmer
    
    
    84,872
    
    
    
    27,676
    
    
    
    (23,436
    )
    
    
    
    
    
    
    89,112
    
    
    
    40,660
    
    
    
    48,452CD Kearney
    
    
    61,844
    
    
    
    28,768
    
    
    
    
    
    
    
    
    
    
    
    90,612
    
    
    
    40,438
    
    
    
    50,174RL Erratt
    
    
    91,476
    
    
    
    26,400
    
    
    
    (30,012
    )
    
    
    
    
    
    
    87,864
    
    
    
    40,903
    
    
    
    46,961Total
    
    
    549,348
    
    
    
    157,728
    
    
    
    (116,362
    )
    
    
    
    
    
    
    590,714
    
    
    
    278,303
    
    
    
    312,411
 121




---



##### 



d) Shareholdings of key management personnel and their related parties
 Balance
    
    Granted as
    
    On exercise
    
    Net change
    
    Balance1 July, 2007
    
    remuneration
    
    of options
    
    other
    
    30 June, 2008Number Ord
    
    Number Ord
    
    Number Ord
    
    Number Ord
    
    Number OrdExecutive DirectorsPA Johnston
    
    
    58,594
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    73,594C Naughton
    
    
    633,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    633,511AJ Husband
    
    
    102,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,920GM Leppinus
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000PJ Nestel AO
    
    
    32,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,000PB Simpson
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    5,500ExecutivesDR Seaton
    
    
    37,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,378BM Palmer
    
    
    134,023
    
    
    
    
    
    
    
    
    
    
    
    71,613
    
    
    
    205,636CD Kearney
    
    
    8,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,850RL Erratt
    
    
    232,368
    
    
    
    
    
    
    
    
    
    
    
    (1,000
    )
    
    
    231,368Total
    
    
    1,243,144
    
    
    
    
    
    
    
    
    
    
    
    90,613
    
    
    
    1,333,757Balance
    
    Granted as
    
    On exercise
    
    Net change
    
    Balance1 July, 2006
    
    remuneration
    
    of options
    
    other
    
    30 June, 2007Number Ord
    
    Number Ord
    
    Number Ord
    
    Number Ord
    
    Number OrdExecutive DirectorsPA Johnston
    
    
    48,594
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    58,594C Naughton
    
    
    633,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    633,511AJ Husband
    
    
    61,148
    
    
    
    
    
    
    
    41,772
    
    
    
    
    
    
    
    102,920GM Leppinus
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    3,000PJ Nestel AO
    
    
    32,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,000LC Read *
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    (2,000
    )
    
    
    PB Simpson
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500ExecutivesDR Seaton
    
    
    16,236
    
    
    
    
    
    
    
    21,142
    
    
    
    
    
    
    
    37,378BM Palmer
    
    
    128,702
    
    
    
    
    
    
    
    23,436
    
    
    
    (18,115
    )
    
    
    134,023CD Kearney
    
    
    8,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,850RL Erratt
    
    
    202,356
    
    
    
    
    
    
    
    30,012
    
    
    
    
    
    
    
    232,368Total
    
    
    1,133,897
    
    
    
    
    
    
    
    116,362
    
    
    
    (7,115
    )
    
    
    1,243,144
 
   122




---



##### 



Note 21 EVENTS AFTER THE BALANCE SHEET DATE
    Note 22 DIVIDENDS
  Note 23 CONTINGENT ASSETS AND CONTINGENT LIABILITIES
  123




---



##### 



SIGNATURES
  NOVOGEN LIMITED
 /s/
Christopher
Naughton
 
  124




---



##### 



Exhibit Index
  Exhibit No.
    
    Exhibit Description1.1
    
    Constitution of Novogen Limited (formerly known as the
Memorandum of Association and Articles of 
Association). (1)2.1
    
    Deposit Agreement as further amended and restated, dated as of
September 29, 2005, among Novogen Limited, the Bank of New
York, as Depositary, and owners and holders from time to time
of ADRs issued thereunder. (2)4.1
    
    Employment Contract between the Company and Mr. C. Naughton
dated June 21, 2006. (4)4.2
    
    Employment Contract between the Company and Professor Alan
Husband dated June 21, 2006. (4)4.4
    
    Lease between Kendall Glen Pty Limited (Lessor) and Novogen
Laboratories Pty Ltd for the Companys corporate headquarters
at 140 Wicks Road, North Ryde, New South Wales. (3)4.5
    
    Employment Contract between the Company and Bryan Palmer dated
June 21, 2006. (4)4.6
    
    Employment Contract between the Company and Craig Kearney
dated June 21, 2006. (4)4.7
    
    Employment Contract between the Company and David Seaton dated
June 21, 2006. (4)4.8
    
    Employment Contract between the Company and Ronald Erratt
dated June 21 30, 2006. (4)4.9
    
    Employment Contract between the Company and Warren Lancaster
dated June 21, 2006. (5)8.1
    
    Company Subsidiaries. (*)
 125




---



##### 



Exhibit No.
    
    Exhibit Description12.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a
 14(a) of the Securities Exchange Act of 1934, as amended.
(*)12.2
    
    Certification of Chief Financial Officer a pursuant to Rule
13a  14(a) of the Securities Exchange Act of 1934, as
amended. (*)13.1
    
    Certification by the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350 as added
by Section 906 of the Sarbanes  Oxley Act of 2002. (*)
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference to the Registration Statement on Form 20-F filed with the
Securities and Exchange Commission on December 24, 1998 (File No. 0-29962)(2)
    
    Incorporated by reference to the Registration Statement on Form F-6 filed with the Securities
and Exchange Commission on September 29, 2005 (File No. 333-128681)(3)
    
    Incorporated by reference to the Annual Report on Form 20-F filed with the Securities and
Exchange Commission on November 27, 2000 (File No. 0-29962)(4)
    
    Incorporated by reference to the Annual Report on Form 20-F filed with the Securities and
Exchange Commission on November 29, 2006 (File No. 0-29962)(5)
    
    Incorporated by reference to the Annual Report on Form 20-F filed with the Securities and
Exchange Commission on December 14, 2007 (File No. 0-29962) 126