##### 



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, 2007
 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
  o þ o
  o þ
  o þ




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##### 



TABLE OF CONTENTS
 Forward Looking Statements
    
    
    1PART IITEM 1. Identity of Directors, Senior Management and Advisors
    
    
    3ITEM 2. Offer Statistics and Expected Timetable
    
    
    3ITEM 3. Key Information
    
    
    3ITEM 4. Information on the Company
    
    
    16ITEM 4A Unresolved Staff Comments
    
    
    32ITEM 5. Operating and Financial Review and Prospects
    
    
    32ITEM 6. Directors, Senior Management and Employees
    
    
    44ITEM 7. Major Shareholders and Related Party Transactions
    
    
    61ITEM 8. Financial Information
    
    
    63ITEM 9. Offer and Listing Details
    
    
    64ITEM 10. Additional Information
    
    
    66ITEM 11. Quantitative and Qualitative Disclosures about Market Risk
    
    
    71ITEM 12. Description of Securities other than Equity Securities
    
    
    71PART IIITEM 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    72ITEM 14. Material Modifications to the Rights of Security Holders
and the Use of Proceeds
    
    
    72ITEM 15T. Controls and Procedures
    
    
    72ITEM 16. Reserved
    
    
    73ITEM 16A. Audit Committee Financial Expert
    
    
    73ITEM 16B Code of Ethics
    
    
    73ITEM 16C Principal Accountant Fees and Services
    
    
    73ITEM 16D Exemptions from the Listing Standards for Audit Committees
    
    
    75ITEM 16E Purchases of Equity Securities by the Issuer and Affiliated Purchases
    
    
    75




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##### 



PART IIIITEM 17. Financial Statements  Not Applicable
    
    
    76ITEM 18. Financial Statements
    
    
    76ITEM 19. Exhibits
    
    
    76




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##### 



FORWARD-LOOKING STATEMENTS
  
    
    our inability to obtain any additional required financing or financing available to
us on acceptable terms;
    
    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 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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##### 



2




---



##### 



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
    3




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##### 



Summary of Consolidated Income Statements
(AIFRS)
 2005
    
    2006
    
    2007
    
    2007Continuing operations
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (US$000)Revenue from sale of goods
    
    
    13,404
    
    
    
    13,500
    
    
    
    10,709
    
    
    
    9,093Other revenue
    
    
    3,985
    
    
    
    3,945
    
    
    
    6,586
    
    
    
    5,592Total revenue
    
    
    17,389
    
    
    
    17,445
    
    
    
    17,295
    
    
    
    14,685Net loss before income tax
    
    
    (12,682
    )
    
    
    (17,912
    )
    
    
    (24,295
    )
    
    
    (20,629
    )Net loss attributable to members of Novogen Limited
    
    
    (11,532
    )
    
    
    (16,220
    )
    
    
    (19,981
    )
    
    
    (16,966
    )Basic and diluted earnings/(loss) per share (cents
per share)
    
    
    (11.9
    )
    
    
    (16.7
    )
    
    
    (20.5
    )
    
    
    (17.4
    )Weighted average number of Ordinary Shares used to
calculate earnings per share
    
    
    96,839,570
    
    
    
    97,207,053
    
    
    
    97,567,399
    
    
    
    97,567,399Number of outstanding Ordinary Shares at year end
    
    
    97,045,662
    
    
    
    97,294,054
    
    
    
    97,594,261
    
    
    
    97,594,261
 Adjusted to accord with
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2007US GAAP
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (US$000)Revenue from sale of goods
    
    
    18,977
    
    
    
    11,774
    
    
    
    12,928
    
    
    
    12,654
    
    
    
    10,224
    
    
    
    8,681Other revenue
    
    
    2,658
    
    
    
    1,323
    
    
    
    2,666
    
    
    
    2,485
    
    
    
    4,674
    
    
    
    3,969Total revenue
    
    
    21,635
    
    
    
    13,097
    
    
    
    15,594
    
    
    
    15,139
    
    
    
    14,898
    
    
    
    12,650
    
    
    

   Net loss
    
    
    (10,670
    )
    
    
    (11,760
    )
    
    
    (11,640
    )
    
    
    (16,228
    )
    
    
    (19,981
    )
    
    
    (16,966
    )Net (loss) from
operations per share
(cents per share)
    
    
    (11.2
    )
    
    
    (12.2
    )
    
    
    (12.0
    )
    
    
    (16.7
    )
    
    
    (20.5
    )
    
    
    (17.4
    )
  4




---



##### 



Summary of Consolidated Balance Sheets
(AIFRS)
 2005
    
    2006
    
    2007
    
    2007(A$000)
    
    (A$000)
    
    (A$000)
    
    (US$000)Cash and Cash
Equivalents
    
    
    47,260
    
    
    
    33,513
    
    
    
    39,511
    
    
    
    33,549Total Assets
    
    
    67,485
    
    
    
    51,098
    
    
    
    51,357
    
    
    
    43,609Net Assets
    
    
    60,492
    
    
    
    44,578
    
    
    
    44,626
    
    
    
    37,893Capital Stock
    
    
    176,235
    
    
    
    176,989
    
    
    
    191,876
    
    
    
    162,922
 Adjusted to accord with
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2007US GAAP
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (US$000)Total Assets
    
    
    50,812
    
    
    
    77,413
    
    
    
    67,485
    
    
    
    51,098
    
    
    
    51,357
    
    
    
    43,609Shareholders Equity
    
    
    41,069
    
    
    
    65,759
    
    
    
    57,725
    
    
    
    43,415
    
    
    
    43,216
    
    
    
    36,694
    5




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##### 



Exchange
Rates for the six months to November 2007 
A$ versus US$
 Month
    
    High
    
    LowJune
    
    $
    0.8491
    
    
    $
    0.8313July
    
    $
    0.8841
    
    
    $
    0.8509August
    
    $
    0.8618
    
    
    $
    0.7860September
    
    $
    0.8855
    
    
    $
    0.8238October
    
    $
    0.9271
    
    
    $
    0.8785November
    
    $
    0.9369
    
    
    $
    0.8698
 Exchange Rates for the Last Five Years A$ versus US$
 Fiscal Year
    
    AverageEnded June 30
    
    Rate2003
    
    $
    0.58362004
    
    $
    0.71092005
    
    $
    0.75292006
    
    $
    0.74722007
    
    $
    0.7862
 6




---



##### 



Risk Factors
  The Company will need additional funds in order to finance its future operations and the
clinical development program. The actual amount of funds that we will need will be determined by a
number of factors, some of which are beyond our control.
     7




---



##### 



The Company has incurred operating losses since its inception, and is likely to incur operating
losses for the foreseeable future.
  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
phenolic drug program.
  8




---



##### 



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.
     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 will be relying on third
parties to manufacture commercial quantities of pharmaceutical drug candidates.
  9




---



##### 



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




---



##### 



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.
    11




---



##### 



Revenue is affected by fluctuations in currency exchange rates.
   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.
  The Company may not be able to establish or maintain the strategic partnerships necessary to
market and distribute its dietary supplement products.
  12




---



##### 



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.
  13




---



##### 



The trading price of the shares of the Companys common stock 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.
  The trading price of the shares of the Companys common stock 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




---



##### 



15




---



##### 



Item 4. Information on the Company
 History and development of the Company
 www.novogen.com th
 Capital expenditures
  Business overview
 Nature of the Business
  Dietary supplements
   16




---



##### 



Category of Activity
 2005
    
    
    2006
    
    
    2007(A$000)
    
    
    (A$000)
    
    
    (A$000)Revenue from sale of goods
    
    
    13,404
    
    
    
    13,500
    
    
    
    10,709Other revenue
    
    
    3,985
    
    
    
    3,945
    
    
    
    6,586Total Revenue
    
    
    17,389
    
    
    
    17,445
    
    
    
    17,295
 Geographical Markets
 2005
    
    
    2006
    
    
    2007(A$000)
    
    
    (A$000)
    
    
    (A$000)Revenue
from sale of goodsAustralasia
    
    
    4,646
    
    
    
    5,166
    
    
    
    4,453UK & Europe
    
    
    2,518
    
    
    
    2,614
    
    
    
    3,104US & Canada
    
    
    6,240
    
    
    
    5,720
    
    
    
    3,15213,404
    
    
    
    13,500
    
    
    
    10,709Other
revenueAustralasia
    
    
    3,588
    
    
    
    3,366
    
    
    
    5,751UK & Europe
    
    
    80
    
    
    
    4
    
    
    
    7US & Canada
    
    
    317
    
    
    
    575
    
    
    
    8283,985
    
    
    
    3,945
    
    
    
    6,586Total Revenue
    
    
    17,389
    
    
    
    17,445
    
    
    
    17,295
 17




---



##### 



Revenue
  Consumer product sales
   Product Research and Development.
 Anti-inflammatory drug development
  18




---



##### 



Cancer drug development
  Phenoxodiol
    
    
    In September 2006, Marshall Edwards announced the results of a preclinical study
conducted at Purdue University which suggests that phenoxodiol may be effective in the
treatment of prostate cancer through its ability to target the 75 alpha protein, an
isoform of tumor-associated NADH oxidase (or tNOX), which appears to be the particular
tNOX isoform found in prostate cancer patients. This study provides further support that a
surface oxidase is a target for phenoxodiol.
    
    In November 2006, Marshall Edwards announced that the first patient in Australia
commenced treatment in the Phase III Ovarian Tumor Response (OVATURE) clinical trial. The
OVATURE trial is being conducted under a SPA agreement pursuant to which the FDA in the
U.S. reviewed and agreed with the study design of the pivotal Phase III study of
phenoxodiol in combination with carboplatin for women with platinum-resistant ovarian
cancer.
    
    In May 2007, Marshall Edwards announced the enrolment of the first patient in the U.S.
to the OVATURE trial.
    
    In August 2007 Marshall Edwards announced the enrolment of the first patient in Europe
to the OVATURE trial.
 19




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##### 




    
    In October 2007, Marshall Edwards announced that the Yale Cancer Center had commenced
recruiting 60 men for a clinical trial investigating phenoxodiol as a potential first line
therapy for prostate cancer. The trial is to be funded by Yale Cancer Center. The trial is
designed to measure reduction in Prostate Specific Antigen levels and to generate safety
data.
 Wound healing
   Source and Availability of Raw Materials
 Isoflavones
   Phenolic Compounds
   20




---



##### 



Marketing Channels
   Patent Protection
     21




---



##### 



USA
 Patent # 7202273
    
    Therapeutic methods and compositions involving isoflavonesPatent # 7045155
    
    Dietary supplements comprising soy hypocotyls containing at least one isoflavone
 Singapore
 Patent # 107777
    
    Therapeutic methods and compositions involving isoflav-3-ene and isoflavan structuresPatent # 98929
    
    Dimeric isoflavonesChinaPatent # ZL97198690.8
    
    Therapeutic methods and compositions involving isoflavones
 New Zealand
 Patent # 531462
    
    Food product and processPatent # 527735
    
    Treatment or prevention of menopausal symptoms and osteoporosis
 Mexico
 Patent # 243633
    
    Compositions and methods for protecting skin from UV induced immunosuppression and skin damage
 Turkey
 Patent # TR200102367B
    
    Therapeutic methods and compositions involving isoflavones
 Hong Kong
 Patent # HK1053119
    
    Food product and process
   22




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##### 



Trademark Protection
  Licensing Arrangements
  Australian Government
      23




---



##### 



Australian Regulatory Requirements
 Therapeutic Goods Act 1989,
      24




---



##### 



U.S. Regulatory Requirements
   
    
    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 (IND), including
results of pre-clinical tests, manufacturing information and protocols for clinical tests,
which must become effective before clinical trials may begin in the U.S.;
    
    obtaining approval of Institutional Review Boards 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, manufacturing
and controls information on the product to the FDA in a NDA; and
    
    FDA review and approval of an NDA, prior to any commercial sale or shipment of a
product.
 25




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##### 



 Phase I:
  Phase II:
  Phase III:
   26




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##### 



27




---



##### 



28




---



##### 



European Union Regulatory Requirements
  29




---



##### 



30




---



##### 



Dietary Supplements
  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.
    
    
    81.3Novogen Limited (U.K.)
    
    U.K.
    
    
    100Promensil Limited
    
    U.K.
    
    
    100Novogen BV
    
    Netherlands
    
    
    100
 31




---



##### 



Name of Entity
    
    Country of Incorporation
    
    Ownership %Novogen Canada Limited
    
    Canada
    
    
    100Marshall Edwards, Inc.
    
    U.S.
    
    
    71.9Marshall Edwards Pty Limited*
    
    Australia
    
    
    71.9
 
 *
    
    Indirect ownership through Marshall Edwards. Property, Plants and Equipment
   Item 4A. Unresolved Staff Comments
  Item 5. Operating and Financial Review and Prospects
  32




---



##### 



Application of Critical Accounting Policies
  Revenue Recognition
  Sale of goods
  Interest
  Government grants
  Royalties
  Litigation Settlement
  Inventory Adjustments
  33




---



##### 



Research and development expenses
   Share-based payment transactions
     34




---



##### 



Impairment of assets
    Derecognition and disposal
   35




---



##### 



Results of Operations
  INCOME STATEMENTS for the year
ended 30 June, 2007
 Consolidated2007
    
    2006
    
    2005
    
    2007A$000
    
    A$000
    
    A$000
    
    US$000Continuing OperationsRevenue
    
    
    17,295
    
    
    
    17,445
    
    
    
    17,389
    
    
    
    14,685Cost of sales
    
    
    (6,945
    )
    
    
    (5,445
    )
    
    
    (4,666
    )
    
    
    (5,897
    )Gross profit
    
    
    10,350
    
    
    
    12,000
    
    
    
    12,723
    
    
    
    8,788Other income
    
    
    2,710
    
    
    
    793
    
    
    
    289
    
    
    
    2,301Research & development expenses
    
    
    (16,134
    )
    
    
    (12,014
    )
    
    
    (10,217
    )
    
    
    (13,699
    )Selling & promotional expenses
    
    
    (7,908
    )
    
    
    (9,013
    )
    
    
    (8,411
    )
    
    
    (6,715
    )Shipping and handling expenses
    
    
    (392
    )
    
    
    (556
    )
    
    
    (444
    )
    
    
    (333
    )General and administrative expenses
    
    
    (12,902
    )
    
    
    (8,769
    )
    
    
    (6,566
    )
    
    
    (10,955
    )Other expenses
    
    
    (17
    )
    
    
    (301
    )
    
    
    
    
    
    
    (14
    )Finance costs
    
    
    (2
    )
    
    
    (52
    )
    
    
    (56
    )
    
    
    (2
    )Loss before income tax
    
    
    (24,295
    )
    
    
    (17,912
    )
    
    
    (12,682
    )
    
    
    (20,629
    )Income tax expense
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (1
    )Loss for the period
    
    
    (24,296
    )
    
    
    (17,913
    )
    
    
    (12,684
    )
    
    
    (20,630
    )Loss attributable to minority interest
    
    
    4,315
    
    
    
    1,693
    
    
    
    1,152
    
    
    
    3,664Loss attributable to members of Novogen
Limited
    
    
    (19,981
    )
    
    
    (16,220
    )
    
    
    (11,532
    )
    
    
    (16,966
    )
 36




---



##### 



Operating Results  Fiscal 2007 v Fiscal 2006
 Revenue
   Consumer product sales
   37




---



##### 



Costs and Expenses
  Net loss
   Operating Results  Fiscal 2006 v Fiscal 2005
 Revenue
  38




---



##### 



Consumer product sales
    Costs and Expenses
  39




---



##### 



Net loss
   Liquidity and capital resources
    40




---



##### 



Marshall Edwards post balance date capital raising
       41




---



##### 



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 by the Novogen
Board. Expenses are monitored monthly, actual versus budget by expense line and in total.
 42




---



##### 



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
    
    
    1,483
    
    
    
    471
    
    
    
    1,001
    
    
    
    11
    
    
    
    Finance Leases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Expenditure
Commitments *
    
    
    13,000
    
    
    
    8,220
    
    
    
    4,780
    
    
    
    
    
    
    
    Total Contractual
Cash Obligations
    
    
    14,483
    
    
    
    8,691
    
    
    
    5,781
    
    
    
    11
    
    
    
    
 *
    
    represents research and development contracts for services to be rendered. 43




---



##### 



Item 6. Directors, Senior Management and Employees.
 DIRECTORS
  
 Names, qualifications, experience and special responsibilities
 Philip A. Johnston Non-Executive Chairman
   Christopher Naughton Managing Director
  44




---



##### 



Professor Paul J. Nestel Non-Executive Director
   Peter B. Simpson Non-Executive Director
  Geoffrey M Leppinus Non-Executive Director
  45




---



##### 



Professor Alan J. Husband Executive Director
  Executive Officers profiles
 David R. Seaton  Chief Financial Officer
   Warren Lancaster  Vice President Commercial and Corporate Development
  46




---



##### 



Bryan Palmer  Operations General Manager
  Craig Kearney  General Manager Consumer Business
   Ronald L Erratt
   Compensation
 Remuneration philosophy
  Employee share option plan
  47




---



##### 



Remuneration Committee
   Remuneration structure
  Non-Executive Director remuneration
  48




---



##### 



Executive and senior manager remuneration
    Employment contracts
  49




---



##### 



Director remuneration from Novogen Limited for the year ended June 30, 2007
 TerminationShort term
    
    
    & similar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Postemoluments
    
    
payments
    
    
    Share based payments
    
    
    Employment
    
    
TotalOtherSalary
    
    
    Non-
    
    
    
    
    
    Options granted
    
    
    Super-and Fees
    
    
    monetary
    
    
    
    
    
    
    
    
    
    Amortised cost
    
    
    Remuneration
    
    
    annuationA$
    
    
    A$
    
    
    A$
    
    
    Number
    
    
    A$
    
    
    %
    
    
    A$
    
    
    A$PA Johnston
    
    
    38,532
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,968
    
    
    
    91,500C Naughton
    
    
    582,040
    
    
    
    59,047
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105,113
    
    
    
    746,200AJ Husband
    
    
    309,861
    
    
    
    57,590
    
    
    
    
    
    
    
    
    
    
    
    51,876
    
    
    
    10.8
    %
    
    
    60,725
    
    
    
    480,052PJ Nestel AO
    
    
    57,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,000PB Simpson
    
    
    54,128
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,872
    
    
    
    59,000LC Read *
    
    
    24,313
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,187
    
    
    
    26,500GM Leppinus
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,000
    
    
    
    51,0001,067,874
    
    
    
    116,637
    
    
    
    
    
    
    
    
    
    
    
    51,876
    
    
    
    3.4
    %
    
    
    274,865
    
    
    
    1,511,252
 *
    
    resigned January 30, 2007 Director remuneration from Marshall Edwards for the year ended June 30, 2007
 TerminationShort term
    
    
    & similar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Postemoluments
    
    
payments
    
    
    Share based payments
    
    
    Employment
    
    
TotalOtherSalary
    
    
    Non-
    
    
    
    
    
    Options granted
    
    
    Super-and Fees
    
    
    monetary
    
    
    
    
    
    
    
    
    
    Amortised cost
    
    
    Remuneration
    
    
    annuationA$
    
    
    A$
    
    
    A$
    
    
    Number
    
    
    A$
    
    
    %
    
    
    A$
    
    
    A$PA Johnston
    
    
    37,844
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,406
    
    
    
    41,250PJ Nestel AO
    
    
    41,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,25079,094
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,406
    
    
    
    82,500
 50




---



##### 



Director remuneration from Glycotex, Inc. for the year ended June 30, 2007
 TerminationShort term
    
    
    & similar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Postemoluments
    
    
payments
    
    
    Share based payments
    
    
    Employment
    
    
TotalOtherSalary
    
    
    Non-
    
    
    
    
    
    Options granted
    
    
    Super-and Fees
    
    
    monetary
    
    
    
    
    
    
    
    
    
    Amortised cost
    
    
    Remuneration
    
    
    annuationA$
    
    
    A$
    
    
    A$
    
    
    Number
    
    
    A$
    
    
    %
    
    
    A$
    
    
    A$PA Johnston
    
    
    63,597
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,597C Naughton
    
    
    47,698
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,698111,295
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,295
 Total Directors remuneration for the year ended June 30, 2007
 TerminationShort term
    
    
    & similar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Postemoluments
    
    
payments
    
    
    Share based payments
    
    
    Employment
    
    
TotalOtherSalary
    
    
    Non-
    
    
    
    
    
    Options granted
    
    
    Super-and Fees
    
    
    monetary
    
    
    
    
    
    
    
    
    
    Amortised cost
    
    
    Remuneration
    
    
    annuationA$
    
    
    A$
    
    
    A$
    
    
    Number
    
    
    A$
    
    
    %
    
    
    A$
    
    
    A$PA Johnston
    
    
    139,973
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,374
    
    
    
    196,347C Naughton
    
    
    629,738
    
    
    
    59,047
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105,113
    
    
    
    793,898AJ Husband
    
    
    309,861
    
    
    
    57,590
    
    
    
    
    
    
    
    
    
    
    
    51,876
    
    
    
    10.8
    %
    
    
    60,725
    
    
    
    480,052PJ Nestel AO
    
    
    98,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98,250PB Simpson
    
    
    54,128
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,872
    
    
    
    59,000LC Read *
    
    
    24,313
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,187
    
    
    
    26,500GM Leppinus
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,000
    
    
    
    51,0001,258,263
    
    
    
    116,637
    
    
    
    
    
    
    
    
    
    
    
    51,876
    
    
    
    3.0
    %
    
    
    278,271
    
    
    
    1,705,047
 *
    
    resigned January 30, 2007 Compensation of the Executive Officers of the Company and the consolidated entities for the year
ended June 30, 2007
 TerminationShort term
    
    
    & similar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Postemoluments
    
    
payments
    
    
    Share based payments
    
    
    Employment
    
    
TotalOtherSalary
    
    
    Non-
    
    
    
    
    
    Options granted
    
    
    Super-and Fees
    
    
    monetary
    
    
    
    
    
    
    
    
    
    Amortised cost
    
    
    Remuneration
    
    
    annuationA$
    
    
    A$
    
    
    A$
    
    
    Number
    
    
    A$
    
    
    %
    
    
    A$
    
    
    A$DR Seaton *
    
    
    320,632
    
    
    
    47,522
    
    
    
    
    
    
    
    50,472
    
    
    
    61,142
    
    
    
    11.5
    %
    
    
    100,587
    
    
    
    529,883WJ Lancaster
    
    
    198,660
    
    
    
    26,326
    
    
    
    
    
    
    
    24,412
    
    
    
    26,941
    
    
    
    10.7
    %
    
    
    
    
    
    
    251,927BM Palmer
    
    
    168,267
    
    
    
    32,133
    
    
    
    
    
    
    
    27,676
    
    
    
    33,657
    
    
    
    13.5
    %
    
    
    15,144
    
    
    
    249,201CD Kearney
    
    
    197,340
    
    
    
    16,995
    
    
    
    
    
    
    
    28,768
    
    
    
    34,665
    
    
    
    13.0
    %
    
    
    17,761
    
    
    
    266,761RL Erratt
    
    
    143,605
    
    
    
    25,369
    
    
    
    
    
    
    
    26,400
    
    
    
    33,149
    
    
    
    13.7
    %
    
    
    39,629
    
    
    
    241,7521,028,504
    
    
    
    148,345
    
    
    
    
    
    
    
    157,728
    
    
    
    189,554
    
    
    
    12.3
    %
    
    
    173,121
    
    
    
    1,539,524
 *
    
    includes Directors fees paid by Glycotex, Inc.  51




---



##### 



Fair values of options:
  52




---



##### 



March 30,
    
    April 21,
    
    March 16,
    
    February 27,
    
    November 29,2007
    
    2006
    
    2005
    
    2004
    
    2002Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    59
    %
    
    
    66
    %
    
    
    69
    %
    
    
    69
    %
    
    
    68
    %Historical volatility
    
    
    59
    %
    
    
    66
    %
    
    
    69
    %
    
    
    69
    %
    
    
    68
    %Risk-free interest rate
    
    
    6.09
    %
    
    
    5.62
    %
    
    
    5.67
    %
    
    
    5.52
    %
    
    
    5.27
    %Expected life of option
    
    5
    years
    
    5
    years
    
    5
    years
    
    5
    years
    
    5
    yearsOption fair value
    
    A$
    1.40
    
    
    A$
    2.10
    
    
    A$
    2.96
    
    
    A$
    2.82
    
    
    A$
    1.26
   Arrangements and Relationships
  Pension Benefits
  53




---



##### 



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-2009P. J. Nestel
    
    Director
    
    
    2001
    
    
    October-2009L .C. Read *
    
    Director
    
    
    2003
    
    
    October-2008G. M. Leppinus
    
    Director
    
    
    2005
    
    
    October-2010A. J. Husband
    
    Executive Director
    
    
    2006
    
    
    October-2009
 
 *
    
    Dr. L. C. Read resigned from the board of Novogen Limited on January 30, 2007. Term of Directors
   Board of Directors
   54




---



##### 



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.
  Name
    
    PositionP. A. Johnston
    
    Non-Executive ChairmanProfessor P. J. Nestel AO
    
    Non-Executive DirectorP. B. Simpson
    
    Non-Executive DirectorG. M. Leppinus
    
    Non-Executive Director
   55




---



##### 



Audit Committee
   Performance
  Remuneration and Nomination Committee
    56




---



##### 



Employees
  Number of PeopleCategory of Activity
    
    2007
    
    
    2006
    
    
    2005Research and development
    
    
    27
    
    
    
    29
    
    
    
    23Production
    
    
    14
    
    
    
    13
    
    
    
    21Sales and marketing
    
    
    13
    
    
    
    13
    
    
    
    18Finance and administration
    
    
    12
    
    
    
    12
    
    
    
    12Total
    
    
    66
    
    
    
    67
    
    
    
    74
 Number of PeopleGeographic Location
    
    2007
    
    
    2006
    
    
    2005Australasia
    
    
    63
    
    
    
    63
    
    
    
    65North America
    
    
    2
    
    
    
    3
    
    
    
    8Europe
    
    
    1
    
    
    
    1
    
    
    
    1Total
    
    
    66
    
    
    
    67
    
    
    
    74
 57




---



##### 



Share Ownership
 Directors holdings of shares and options in the Company
  Ordinary
    
    %
    
    OptionsShares Fully
    
    Total Shares
    
    Number
    
    Exercise
    
    ExpiryPaid
    
    on Issue
    
    Outstanding
    
    Price (A$)
    
    DateP. A. Johnston
    
    
    78,594
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    C. Naughton
    
    
    633,511
    
    
    
    0.6
    
    
    
    91,196
    
    
    
    2.41
    
    
    
    30/3/2012A. J. Husband
    
    
    102,920
    
    
    
    0.1
    
    
    
    38,256
    
    
    
    2.10
    
    
    
    30/11/200714,892
    
    
    
    6.76
    
    
    
    27/2/200922,592
    
    
    
    4.90
    
    
    
    16/3/201030,436
    
    
    
    3.64
    
    
    
    21/4/201150,472
    
    
    
    2.41
    
    
    
    30/3/2012P. J. Nestel
    
    
    32,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    P. B. Simpson
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 58




---



##### 



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
    
    
    231,368
    
    
    
    0.2
 Options granted to and held by named Executives
 Eligible
    
    ExerciseTotal
    
    executives
    
    priceoptions
    
    participating
    
    (A$)
    
    Grant date
    
    Expiry date116,286
    
    
    5
    
    
    
    2.10
    
    
    
    30/11/2002
    
    
    
    30/11/200747,332
    
    
    5
    
    
    
    6.76
    
    
    
    27/2/2004
    
    
    
    27/2/200969,560
    
    
    5
    
    
    
    4.90
    
    
    
    16/3/2005
    
    
    
    16/3/201093,632
    
    
    5
    
    
    
    3.64
    
    
    
    21/4/2006
    
    
    
    21/4/2011157,728
    
    
    5
    
    
    
    2.41
    
    
    
    30/3/2007
    
    
    
    30/3/2012
  Exemptions from Certain Corporate Governance Rules of the NASDAQ Stock Market, LLC
  59




---



##### 




    
    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 (formerly known as the Memorandum of Association and
Articles of Association) 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.
  60




---



##### 



Item 7. Major Shareholders and Related Party Transactions
 Major Shareholders
       61




---



##### 



62




---



##### 



Item 8. Financial Information
  Export Sales
  Legal Proceedings
  Dividends
  Significant Changes
   63




---



##### 



Item 9. Offer and Listing Details
 Trading Markets
  American Depositary Receipts
   64




---



##### 



NOVOGEN LIMITED SHARE PRICE HISTORY
 Per Ordinary Share (A$)
    
    Per ADR (US$)Period
    
    High
    
    Low
    
    High
    
    LowYear EndedJune 2003
    
    
    5.59
    
    
    
    1.18
    
    
    
    19.59
    
    
    
    3.15June 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
    
    
    
    8.14Quarter EndedSeptember 2005
    
    
    5.22
    
    
    
    4.46
    
    
    
    20.18
    
    
    
    17.68December 2005
    
    
    6.00
    
    
    
    4.66
    
    
    
    22.08
    
    
    
    17.20March 2006
    
    
    5.05
    
    
    
    3.30
    
    
    
    18.41
    
    
    
    11.62June 2006
    
    
    4.04
    
    
    
    2.14
    
    
    
    14.49
    
    
    
    8.03September 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
    
    
    
    6.82Month EndedJune 2007
    
    
    2.28
    
    
    
    1.81
    
    
    
    9.67
    
    
    
    8.14July 2007
    
    
    2.10
    
    
    
    1.85
    
    
    
    8.97
    
    
    
    8.10August 2007
    
    
    2.00
    
    
    
    1.70
    
    
    
    8.50
    
    
    
    6.82September 2007
    
    
    2.14
    
    
    
    1.70
    
    
    
    8.90
    
    
    
    7.53October 2007
    
    
    1.88
    
    
    
    1.61
    
    
    
    8.53
    
    
    
    7.18November 2007
    
    
    1.74
    
    
    
    1.35
    
    
    
    8.25
    
    
    
    5.65
 65




---



##### 



Item 10. Additional Information
 Memorandum and Articles of Association
  Material Contracts
    Exchange Controls
    66




---



##### 



Taxation
    67




---



##### 



Distributions
     Dispositions
   68




---



##### 



69




---



##### 



Estate and Gift Tax
  Documents on Display
  70




---



##### 



Item 11. Quantitative and Qualitative Disclosures about Market Risk.
 Interest Rate Risk
      Foreign Currency Risk
   Item 12. Description of Securities Other than Equity Securities
  71




---



##### 



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 15T. Controls and Procedures
 (a) Disclosure Controls and Procedures
  (b) Managments Annual Report on Internal Controls Over Financial Reporting
   72




---



##### 



(c) Changes in Internal Controls
  Item 16. Reserved
 Item 16A. Audit Committee Financial Expert
  Item 16B. Code of Ethics
 http://www.novogen.com
 Item 16C. Principal Accounting Fees and Services
  73




---



##### 



2007
    
    
    2006BDO Kendalls
    
    
    A$000
    
    
    A$000Audit fees
    
    
    
    264
    
    
    
    257Audit related fees
    
    
    
    14
    
    
    
    114Tax fees
    
    
    
    40
    
    
    
    39Other Fees
    
    
    
    4
    
    
    
    21Total fees
    
    
    
    322
    
    
    
    431
 2007
    
    
    2006Ernst & Young
    
    
    A$000
    
    
    A$000Audit fees
    
    
    
    26
    
    
    
    83Audit related fees
    
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    
    Other Fees
    
    
    
    
    
    
    
    Total fees
    
    
    
    26
    
    
    
    83
 Audit fees
  Audit Related Services
  Tax Fees
  74




---



##### 



All Other Fees
  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.
  75




---



##### 



PART III
 Item 17. Financial Statements
  Item 18. Financial Statements
  Item 19. Exhibits
 (a)
    
    Exhibits
 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. (*)
 76




---



##### 



Exhibit No.
    
    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) 77




---



##### 



Report of Independent Registered Public Accounting Firm
 
      /s/ BDOBDO Kendalls (NSW)Sydney, NSW, AustraliaDecember 14, 2007
  78




---



##### 



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, 2007 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, 2007.3.
    
    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 19, 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.
   /s/ Christopher NaughtonChristopher NaughtonManaging DirectorSydney, December 14, 2007
 79




---



##### 



Novogen Limited, Consolidated Financial Statements
  INCOME STATEMENTS for the year ended 30 June, 2007
 Notes
    
    Consolidated2007
    
    2006
    
    2005
    
    2007A$000
    
    A$000
    
    A$000
    
    US$000Continuing OperationsRevenue
    
    
    2
    
    
    
    17,295
    
    
    
    17,445
    
    
    
    17,389
    
    
    
    14,685Cost of sales
    
    
    
    
    
    
    (6,945
    )
    
    
    (5,445
    )
    
    
    (4,666
    )
    
    
    (5,897
    )Gross profit
    
    
    
    
    
    
    10,350
    
    
    
    12,000
    
    
    
    12,723
    
    
    
    8,788Other income
    
    
    2
    
    
    
    2,710
    
    
    
    793
    
    
    
    289
    
    
    
    2,301Research & development expenses
    
    
    
    
    
    
    (16,134
    )
    
    
    (12,014
    )
    
    
    (10,217
    )
    
    
    (13,699
    )Selling & promotional expenses
    
    
    
    
    
    
    (7,908
    )
    
    
    (9,013
    )
    
    
    (8,411
    )
    
    
    (6,715
    )Shipping and handling expenses
    
    
    
    
    
    
    (392
    )
    
    
    (556
    )
    
    
    (444
    )
    
    
    (333
    )General and administrative expenses
    
    
    
    
    
    
    (12,902
    )
    
    
    (8,769
    )
    
    
    (6,566
    )
    
    
    (10,955
    )Other expenses
    
    
    
    
    
    
    (17
    )
    
    
    (301
    )
    
    
    
    
    
    
    (14
    )Finance costs
    
    
    
    
    
    
    (2
    )
    
    
    (52
    )
    
    
    (56
    )
    
    
    (2
    )Loss before income tax
    
    
    
    
    
    
    (24,295
    )
    
    
    (17,912
    )
    
    
    (12,682
    )
    
    
    (20,629
    )Income tax expense
    
    
    3
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (1
    )Loss for the period
    
    
    
    
    
    
    (24,296
    )
    
    
    (17,913
    )
    
    
    (12,684
    )
    
    
    (20,630
    )Loss attributable to minority interest
    
    
    
    
    
    
    4,315
    
    
    
    1,693
    
    
    
    1,152
    
    
    
    3,664Loss attributable to members of
Novogen Limited
    
    
    15
    (c)
    
    
    (19,981
    )
    
    
    (16,220
    )
    
    
    (11,532
    )
    
    
    (16,966
    )Basic and diluted earnings/(loss) per
share (cents)
    
    
    4
    
    
    
    (20.5
    )
    
    
    (16.7
    )
    
    
    (11.9
    )
    
    
    (17.4
    )
  80




---



##### 



BALANCE SHEETS
as at 30 June, 2007
 Notes
    
    
    Consolidated2007
    
    
    2006
    
    
    2007A$000
    
    
    A$000
    
    
    US$000CURRENT ASSETSCash and cash equivalents
    
    
    5
    
    
    
    39,511
    
    
    
    33,513
    
    
    
    33,549Trade and other receivables
    
    
    6
    
    
    
    4,276
    
    
    
    4,030
    
    
    
    3,631Inventories
    
    
    7
    
    
    
    3,899
    
    
    
    5,522
    
    
    
    3,311Other current assets
    
    
    8
    
    
    
    630
    
    
    
    685
    
    
    
    535Assets held for sale
    
    
    9
    
    
    
    2,203
    
    
    
    
    
    
    
    1,871Total current assets
    
    
    
    
    
    
    50,519
    
    
    
    43,750
    
    
    
    42,897NON-CURRENT ASSETSInventories
    
    
    7
    
    
    
    
    
    
    
    2,864
    
    
    
    Property, plant and equipment
    
    
    10
    
    
    
    838
    
    
    
    4,484
    
    
    
    712Total non-current assets
    
    
    
    
    
    
    838
    
    
    
    7,348
    
    
    
    712TOTAL ASSETS
    
    
    
    
    
    
    51,357
    
    
    
    51,098
    
    
    
    43,609CURRENT LIABILITIESTrade and other payables
    
    
    12
    
    
    
    5,920
    
    
    
    5,646
    
    
    
    5,027Interest-bearing loans and borrowings
    
    
    13
    
    
    
    
    
    
    
    15
    
    
    
    Provisions
    
    
    14
    
    
    
    539
    
    
    
    520
    
    
    
    458Total current liabilities
    
    
    
    
    
    
    6,459
    
    
    
    6,181
    
    
    
    5,485NON-CURRENT LIABILITIESProvisions
    
    
    14
    
    
    
    272
    
    
    
    339
    
    
    
    231Total non-current liabilities
    
    
    
    
    
    
    272
    
    
    
    339
    
    
    
    231TOTAL LIABILITIES
    
    
    
    
    
    
    6,731
    
    
    
    6,520
    
    
    
    5,716NET ASSETS
    
    
    
    
    
    
    44,626
    
    
    
    44,578
    
    
    
    37,893EQUITYContributed equity
    
    
    15
    (a)
    
    
    191,876
    
    
    
    176,989
    
    
    
    162,922Reserves
    
    
    15
    (b)
    
    
    (5,155
    )
    
    
    (2,847
    )
    
    
    (4,377
    )Accumulated losses
    
    
    15
    (c)
    
    
    (146,147
    )
    
    
    (131,700
    )
    
    
    (124,093
    )Parent interest
    
    
    
    
    
    
    40,574
    
    
    
    42,442
    
    
    
    34,452Minority Interest
    
    
    15
    (d)
    
    
    4,052
    
    
    
    2,136
    
    
    
    3,441TOTAL EQUITY
    
    
    
    
    
    
    44,626
    
    
    
    44,578
    
    
    
    37,893
  81




---



##### 



STATEMENTS OF CHANGES IN EQUITY
for the year ended 30 June, 2007
 ConsolidatedContributed
    
    Accumulated
    
    
    
    
    
    
    
    
    
    Minority
    
    Total
    
    TotalEquity
    
    losses
    
    Reserves
    
    Total
    
    interest
    
    Equity
    
    equityA$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    US$000At 1 July 2005
    
    
    176,235
    
    
    
    (116,069
    )
    
    
    (3,413
    )
    
    
    56,753
    
    
    
    3,739
    
    
    
    60,492
    
    
    
    51,364Options exercised (1)
    
    
    754
    
    
    
    
    
    
    
    
    
    
    
    754
    
    
    
    
    
    
    
    754
    
    
    
    640Loss for the period
    
    
    
    
    
    
    (16,220
    )
    
    
    
    
    
    
    (16,220
    )
    
    
    (1,693
    )
    
    
    (17,913
    )
    
    
    (15,210
    )Exchange differences on
translation of foreign
operations
    
    
    
    
    
    
    
    
    
    
    566
    
    
    
    566
    
    
    
    90
    
    
    
    656
    
    
    
    557Share-based payments
    
    
    
    
    
    
    589
    
    
    
    
    
    
    
    589
    
    
    
    
    
    
    
    589
    
    
    
    500At 30 June 2006
    
    
    176,989
    
    
    
    (131,700
    )
    
    
    (2,847
    )
    
    
    42,442
    
    
    
    2,136
    
    
    
    44,578
    
    
    
    37,851At 1 July 2006
    
    
    176,989
    
    
    
    (131,700
    )
    
    
    (2,847
    )
    
    
    42,442
    
    
    
    2,136
    
    
    
    44,578
    
    
    
    37,851Issue of share capital by
subsidiary
    
    
    24,371
    
    
    
    
    
    
    
    
    
    
    
    24,371
    
    
    
    
    
    
    
    24,371
    
    
    
    20,693less outside equity interest
    
    
    (5,277
    )
    
    
    
    
    
    
    
    
    
    
    (5,277
    )
    
    
    5,277
    
    
    
    
    
    
    
    Options exercised (2)
    
    
    513
    
    
    
    
    
    
    
    
    
    
    
    513
    
    
    
    
    
    
    
    513
    
    
    
    436Loss for the period
    
    
    
    
    
    
    (19,981
    )
    
    
    
    
    
    
    (19,981
    )
    
    
    (4,315
    )
    
    
    (24,296
    )
    
    
    (20,630
    )Share of opening equity
transferred to minority
interest due to issuance of
further shares by
subsidiary
    
    
    (4,720
    )
    
    
    3,231
    
    
    
    (299
    )
    
    
    (1,788
    )
    
    
    1,788
    
    
    
    
    
    
    
    Exchange differences on
translation of foreign
operations
    
    
    
    
    
    
    
    
    
    
    (2,009
    )
    
    
    (2,009
    )
    
    
    (1,312
    )
    
    
    (3,321
    )
    
    
    (2,819
    )Share-based payments
    
    
    
    
    
    
    2,303
    
    
    
    
    
    
    
    2,303
    
    
    
    478
    
    
    
    2,781
    
    
    
    2,362At 30 June 2007
    
    
    191,876
    
    
    
    (146,147
    )
    
    
    (5,155
    )
    
    
    40,574
    
    
    
    4,052
    
    
    
    44,626
    
    
    
    37,893
 
 (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  82




---



##### 



STATEMENTS OF CASH FLOWS
for the year ended 30 June, 2007
 Notes
    
    Consolidated2007
    
    2006
    
    2005
    
    2007A$000
    
    A$000
    
    A$000
    
    US$000Cash flows from operating activitiesReceipts from customers
    
    
    
    
    
    
    11,895
    
    
    
    13,063
    
    
    
    13,094
    
    
    
    10,100Payments to suppliers and employees
    
    
    
    
    
    
    (34,559
    )
    
    
    (32,628
    )
    
    
    (29,085
    )
    
    
    (29,344
    )Interest received
    
    
    
    
    
    
    1,912
    
    
    
    1,543
    
    
    
    1,263
    
    
    
    1,623Interest paid
    
    
    
    
    
    
    (2
    )
    
    
    (53
    )
    
    
    (55
    )
    
    
    (2
    )Grants received
    
    
    
    
    
    
    1,470
    
    
    
    1,341
    
    
    
    289
    
    
    
    1,248Income tax paid
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (1
    )Litigation settlements
    
    
    
    
    
    
    1,026
    
    
    
    613
    
    
    
    160
    
    
    
    871Royalty received
    
    
    
    
    
    
    1,875
    
    
    
    1,609
    
    
    
    1,434
    
    
    
    1,592Licence fees received
    
    
    
    
    
    
    1,122
    
    
    
    
    
    
    
    
    
    
    
    953Goods and services tax refunded by tax authorities
    
    
    
    
    
    
    654
    
    
    
    76
    
    
    
    94
    
    
    
    555Net cash flows used in operating activities
    
    
    5
    
    
    
    (14,608
    )
    
    
    (14,437
    )
    
    
    (12,808
    )
    
    
    (12,405
    )Cash flows from investing activitiesAcquisition of property, plant and equipment
    
    
    
    
    
    
    (299
    )
    
    
    (319
    )
    
    
    (757
    )
    
    
    (254
    )Proceeds from sale of plant and equipment
    
    
    
    
    
    
    262
    
    
    
    10
    
    
    
    
    
    
    
    222Net cash flows from/(used in) investing activities
    
    
    
    
    
    
    (37
    )
    
    
    (309
    )
    
    
    (757
    )
    
    
    (32
    )Cash flows from financing activitiesProceeds from the issue of ordinary shares
    
    
    
    
    
    
    513
    
    
    
    754
    
    
    
    888
    
    
    
    436Proceeds from the issue of shares by subsidiary
    
    
    
    
    
    
    24,371
    
    
    
    
    
    
    
    6,083
    
    
    
    20,693Repayment of borrowings
    
    
    
    
    
    
    (15
    )
    
    
    (750
    )
    
    
    (843
    )
    
    
    (13
    )Net cash flows from financing activities
    
    
    
    
    
    
    24,869
    
    
    
    4
    
    
    
    6,128
    
    
    
    21,116Net increase/(decrease) in cash and cash equivalents
    
    
    
    
    
    
    10,224
    
    
    
    (14,742
    )
    
    
    (7,437
    )
    
    
    8,679Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    30,513
    
    
    
    44,110
    
    
    
    55,431
    
    
    
    25,909Effect of exchange rates on cash holdings in
foreign currencies
    
    
    
    
    
    
    (4,226
    )
    
    
    995
    
    
    
    (3,734
    )
    
    
    (3,588
    )Movements in secured facility
    
    
    
    
    
    
    2,000
    
    
    
    150
    
    
    
    (150
    )
    
    
    1,698Cash and cash equivalents at end of period
    
    
    5
    
    
    
    38,511
    
    
    
    30,513
    
    
    
    44,110
    
    
    
    32,698
  83




---



##### 



NOTES TO THE FINANCIAL STATEMENTS
  Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Basis of preparation
   Statement of compliance
  Basis of consolidation
      84




---



##### 



Significant accounting judgements, estimates and assumptions
 (i)
    
    Significant accounting judgementsIn the process of applying the Groups accounting policies, management has made the following
judgement, apart from those involving estimations.Research and development expensesThe Directors do not consider the development programs to be sufficiently advanced to reliably
determine the economic benefits and technical feasibility to justify capitalization of
development costs. These costs have been recognised as an expense when incurred.(ii)
    
    Significant accounting estimates and assumptionsThe carrying amounts of certain assets and liabilities are often determined based on estimates
and assumptions of future events. The key estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying amounts of certain assets and liabilities
within the next annual reporting period are:Share-based payment transactionsThe Group measures the cost of equity-settled transactions with employees by reference to the
fair value of equity instruments at the date at which they are granted. The fair value is
determined using a binomial model, using the assumptions detailed in Note 16.ImpairmentsThe Group assesses impairment at each reporting date by evaluating conditions specific to the
Group that may lead to impairment of assets. Where an impairment trigger exists, the
recoverable amount of the asset is determined. Value-in-use calculations performed in assessing
recoverable amounts incorporate a number of key estimates.
 Revenue recognition
  Sale of goods
  Interest
  85




---



##### 



Government grants
  Royalties
  Litigation Settlement
  Borrowing costs
  Leases
      Cash and cash equivalents
  86




---



##### 



Trade and other receivables
   Inventories
   
    
    Raw materials  purchase cost on a first-in, first-out basis; and
    
    Finished goods and work-in-progress  cost of direct material, direct labour and a
proportion of manufacturing overheads based on normal operating capacity but excluding
borrowing costs.
  Assets held for sale
     87




---



##### 



Foreign currency translation
 Functional Currency
  Translation of foreign currency transactions
   Translation of financial reports of overseas operations
   Taxes
 Income tax
     88




---



##### 



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.
    Property, plant & equipment
 Cost and valuation
  Depreciation
  Major depreciation periods are:Buildings
    
    8 - 20 yearsPlant and equipment
    
    2.5-10 yearsLeasehold improvements
    
    the lease term
 Impairment of assets
  89




---



##### 



De-recognition and disposal
   Investments
  Research and development
   Trade and other payables
  Interest bearing loans and borrowings
   Provisions
  90




---



##### 



Employee benefits
 salaries
  Long service leave
  Defined contribution plan
  Share-based payment transactions
     Termination benefits
  91




---



##### 



Contributed equity
  Subsidiary equity issues
  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
  92




---



##### 



Financial liabilities
  New Australian accounting standards and interpretations
  Interim Financial Reporting and Impairment
  Group and Treasury Share Transactions
 Share-Based Payments
 Amendments to Australian Accounting Standards arising from ED 151 and Other
Amendments
  Borrowing Costs
  93




---



##### 



Financial Instruments: Disclosures
 Disclosure and Presentation.
 Presentation of Financial Statements
  
  Comparatives
  94




---



##### 



Note 2 (LOSS) BEFORE INCOME TAX
 Consolidated2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Revenue and expenses from continuing operations(a) RevenueSale of goods
    
    
    10,709
    
    
    
    13,500
    
    
    
    13,40410,709
    
    
    
    13,500
    
    
    
    13,404Bank interest
    
    
    1,912
    
    
    
    1,460
    
    
    
    1,319Royalties
    
    
    1,746
    
    
    
    1,753
    
    
    
    1,711Licence fees
    
    
    1,122
    
    
    
    
    
    
    
    Litigation settlements
    
    
    1,026
    
    
    
    613
    
    
    
    160Other
    
    
    780
    
    
    
    119
    
    
    
    5886,586
    
    
    
    3,945
    
    
    
    3,985Total revenue
    
    
    17,295
    
    
    
    17,445
    
    
    
    17,389(b) Other incomeGovernment grants  research and development
    
    
    2,710
    
    
    
    783
    
    
    
    289Net gains on disposal of property, plant and
 equipment
    
    
    
    
    
    
    10
    
    
    
    2,710
    
    
    
    793
    
    
    
    289(c) Other expensesWrite-down of plant and equipment
    
    
    
    
    
    
    301
    
    
    
    Loss on disposal of plant and equipment
    
    
    17
    
    
    
    
    
    
    
    17
    
    
    
    301(d) Finance costsFinance charges payable under finance leases
    
    
    2
    
    
    
    52
    
    
    
    562
    
    
    
    52(e) Depreciation, amortisation and cost of
inventories included in the income statementIncluded in cost of sales: Depreciation
    
    
    367
    
    
    
    499
    
    
    
    454 Amortisation of leased assets
    
    
    
    
    
    
    197
    
    
    
    236Costs of inventories recognised as an expense
    
    
    933
    
    
    
    1,022
    
    
    
    276
 95




---



##### 



Consolidated2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000(f) Lease payments and other expenses
included in the income statementIncluded in administrative expenses: Depreciation
    
    
    609
    
    
    
    669
    
    
    
    842 Amortisation
    
    
    
    
    
    
    24
    
    
    
    94 Minimum lease payments 
operating leases
    
    
    668
    
    
    
    669
    
    
    
    668 Net foreign exchange differences
    
    
    (893
    )
    
    
    (112
    )
    
    
    325(g) Employee benefit expenseWages and salaries
    
    
    8,163
    
    
    
    7,121
    
    
    
    6,599Workers compensation costs
    
    
    67
    
    
    
    66
    
    
    
    68Defined contribution plan expense
    
    
    1,022
    
    
    
    735
    
    
    
    597Share-based payments expense
    
    
    549
    
    
    
    562
    
    
    
    3899,801
    
    
    
    8,484
    
    
    
    7,653
 96




---



##### 



Note 3 INCOME TAX
 Consolidated2007
    
    
    2006
    
    
    2005A$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
    
    
    (24,295
    )
    
    
    (17,912
    )
    
    
    (12,682
    )At the Groups statutory income tax rate of 30% (2006: 30%)
    
    
    (7,289
    )
    
    
    (5,374
    )
    
    
    (3,805
    )Foreign tax rate differentials
    
    
    (250
    )
    
    
    (132
    )
    
    
    126Non deductible expenses
    
    
    975
    
    
    
    598
    
    
    
    165Research and development allowance
    
    
    (143
    )
    
    
    (466
    )
    
    
    (411
    )Sub-total
    
    
    (6,707
    )
    
    
    (5,374
    )
    
    
    (3,925
    )(Under)/over provision in prior period
    
    
    (865
    )
    
    
    370
    
    
    
    751Tax losses and timing differences not recognised
    
    
    7,573
    
    
    
    5,005
    
    
    
    3,176Tax expense
    
    
    1
    
    
    
    1
    
    
    
    2Components of Income Tax Expense/(Benefit)Current tax
    
    
    (6,707
    )
    
    
    (5,374
    )
    
    
    (3,925
    )Defferred tax
    
    
    7,573
    
    
    
    5,005
    
    
    
    3,176(Under)/over provision
    
    
    (865
    )
    
    
    370
    
    
    
    751Income Tax Expense
    
    
    1
    
    
    
    1
    
    
    
    2
 97




---



##### 



Deferred Income Tax
 Consolidated2007
    
    2006A$000
    
    A$000Deferred income tax at 30 June relates to the
following:Deferred tax assetsDepreciation
    
    
    733
    
    
    
    806Provisions accruals
    
    
    1,042
    
    
    
    1,536Exchange gains
    
    
    549
    
    
    
    Other
    
    
    113
    
    
    
    102Losses carried forward Australia
    
    
    24,157
    
    
    
    19,319 USA
    
    
    14,729
    
    
    
    12,904 Other countries
    
    
    5,139
    
    
    
    4,200Total deferred tax assets not recognised
    
    
    46,462
    
    
    
    38,867Deferred tax liabilityExchange losses
    
    
    
    
    
    
    (165
    )Other
    
    
    (304
    )
    
    
    (117
    )Total deferred tax liability not recognised
    
    
    (304
    )
    
    
    (282
    )Net deferred tax asset not recognised
    
    
    46,158
    
    
    
    38,585
 Tax consolidation
   98




---



##### 



Note 4 EARNINGS PER SHARE
      Consolidated2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Net loss attributable to ordinary equity holders of the parent
    
    
    (19,981
    )
    
    
    (16,220
    )
    
    
    (11,532
    )
 2007
    
    2006
    
    2005Thousands
    
    Thousands
    
    ThousandsWeighted average number of ordinary shares used in
calculating basic and diluted earnings per share
    
    
    97,567
    
    
    
    97,207
    
    
    
    96,840
 99




---



##### 



Note 5 CASH AND CASH EQUIVALENTS
 Consolidated2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Cash at bank and in hand
    
    
    30,059
    
    
    
    21,384
    
    
    
    19,421Short-term deposits
    
    
    8,452
    
    
    
    9,129
    
    
    
    24,68938,511
    
    
    
    30,513
    
    
    
    44,110Secured cash (Refer Note 13)
    
    
    1,000
    
    
    
    3,000
    
    
    
    3,15039,511
    
    
    
    33,513
    
    
    
    47,260
  Short-term deposits are made for varying periods of between one day and three months, depending on
the immediate cash requirements of the Group, and earn interest at the respective short-term
deposit rates.
 Reconciliation of net loss after tax to net cash from operations
 Consolidated2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Net (loss)/profit
    
    
    (24,296
    )
    
    
    (17,913
    )
    
    
    (12,684
    )Adjustments for:Depreciation and amortisation
    
    
    976
    
    
    
    1,389
    
    
    
    1,626Net loss on disposal of property, plant and equipment
    
    
    17
    
    
    
    291
    
    
    
    Share-based payments
    
    
    2,686
    
    
    
    589
    
    
    
    403Changes in assets and liabilities:(increase)/decrease in trade receivables
    
    
    388
    
    
    
    574
    
    
    
    (17
    )(increase)/decrease in other receivables
    
    
    (128
    )
    
    
    (829
    )
    
    
    (391
    )(increase)/decrease in inventories
    
    
    4,487
    
    
    
    1,682
    
    
    
    (1,615
    )(increase)/decrease in prepayments
    
    
    55
    
    
    
    136
    
    
    
    44increase/(decrease) in trade and other payables
    
    
    274
    
    
    
    145
    
    
    
    (462
    )increase/(decrease) in provisions
    
    
    (48
    )
    
    
    (166
    )
    
    
    (37
    )exchange rate change on opening cash
    
    
    981
    
    
    
    (335
    )
    
    
    325Net cash outflow from operating activities
    
    
    (14,608
    )
    
    
    (14,437
    )
    
    
    (12,808
    )
 100




---



##### 



Note 6 TRADE AND OTHER RECEIVABLES
 Consolidated2007
    
    2006A$000
    
    A$000CurrentTrade receivables (i)
    
    
    2,368
    
    
    
    2,717Allowance for doubtful debts
    
    
    (46
    )
    
    
    (7
    )2,322
    
    
    
    2,710Deposits held
    
    
    415
    
    
    
    462Deferred offering costs
    
    
    30
    
    
    
    128Other debtors (ii)
    
    
    1,509
    
    
    
    7304,276
    
    
    
    4,030
 (i)
    
    Trade receivables are non-interest bearing and are generally on 30-60 day terms.(ii)
    
    Other debtors generally arising from transactions outside usual operating activities of the
Group and are non-interest bearing and have repayment terms between 7 and 30 days. Note 7 INVENTORIES
 Consolidated2007
    
    2006A$000
    
    A$000CurrentWork in progress (at cost)
    
    
    2,183
    
    
    
    3,965Finished goods (at cost)
    
    
    1,716
    
    
    
    1,5573,899
    
    
    
    5,522Non-currentRaw materials (at cost)
    
    
    
    
    
    
    912Work in progress (at cost)
    
    
    
    
    
    
    1,952
    
    
    
    2,864
 Note 8 OTHER CURRENT ASSETS
 Consolidated2007
    
    2006A$000
    
    A$000Prepayments
    
    
    630
    
    
    
    685
 101




---



##### 



Note 9 ASSETS HELD FOR SALE
 Consolidated2007
    
    2006A$000
    
    A$000Land and buildings
    
    
    2,203
    
    
    
    
   Note 10 PROPERTY, PLANT AND EQUIPMENT
 Consolidated2007
    
    
    2006A$000
    
    
    A$000Land at cost
    
    
    
    
    
    
    1,572Buildings at cost
    
    
    
    
    
    
    3,459Accumulated depreciation
    
    
    
    
    
    
    (2,587
    )
    
    
    
    872Total land and buildings (property)
    
    
    
    
    
    
    2,444Plant and equipment under lease  at cost
    
    
    
    
    
    
    52Accumulated amortisation
    
    
    
    
    
    
    (52
    )
    
    
    
    Plant and equipment  at cost
    
    
    2,806
    
    
    
    9,575Accumulated depreciation
    
    
    (2,048
    )
    
    
    (7,625
    )758
    
    
    
    1,950Leasehold improvements  at cost
    
    
    112
    
    
    
    100Accumulated depreciation
    
    
    (32
    )
    
    
    (10
    )80
    
    
    
    90Total property, plant and equipment  at cost
    
    
    2,918
    
    
    
    14,758Accumulated amortisation and depreciation
    
    
    (2,080
    )
    
    
    (10,274
    )Total property, plant and equipment
    
    
    838
    
    
    
    4,484
 102




---



##### 



Reconciliations
  Consolidated2007
    
    2006A$000
    
    A$000Freehold landCarrying amount at beginning of financial year
    
    
    1,572
    
    
    
    1,572Transferred to assets held for sale (Note 9)
    
    
    (1,572
    )
    
    
    Carrying amount at end of financial year
    
    
    
    
    
    
    1,572Buildings on freehold landCarrying amount at beginning of financial year
    
    
    872
    
    
    
    1,163Depreciation expense
    
    
    (241
    )
    
    
    (291
    )Transferred to assets held for sale (Note 9)
    
    
    (631
    )
    
    
    Carrying amount at end of financial year
    
    
    
    
    
    
    872Plant and equipment under leaseCarrying amount at beginning of financial year
    
    
    
    
    
    
    967Transfers to plant and equipment
    
    
    
    
    
    
    (746
    )Amortisation expense
    
    
    
    
    
    
    (221
    )Carrying amount at end of financial year
    
    
    
    
    
    
    Plant and equipmentCarrying amount at beginning of financial year
    
    
    1,950
    
    
    
    2,157Additions
    
    
    287
    
    
    
    219Transfers from plant and equipment under lease
    
    
    
    
    
    
    746Impairment loss *
    
    
    
    
    
    
    (301
    )Disposals
    
    
    (766
    )
    
    
    (4
    )Depreciation expense
    
    
    (713
    )
    
    
    (867
    )Carrying amount at end of financial year
    
    
    758
    
    
    
    1,950Leasehold improvementsCarrying amount at beginning of financial year
    
    
    90
    
    
    
    Additions
    
    
    12
    
    
    
    100Depreciation expense
    
    
    (22
    )
    
    
    (10
    )Carrying amount at end of financial year
    
    
    80
    
    
    
    90
 
 *
    
    The A$301,000 impairment loss represents the write-down of certain plant and equipment to nil
value as its future use and expected cash inflows are not certain. 103




---



##### 



Note 11 SHARE BASED PAYMENT PLANS
 Employee Share Option Plan
  Consultant options
     2007
    
    2006No.
    
    WAEP
    
    No.
    
    WAEPOutstanding at the beginning of the year (i)
    
    
    1,294,638
    
    
    
    A$3.55
    
    
    
    1,139,892
    
    
    
    A$3.49Granted
    
    
    539,912
    
    
    
    A$2.41
    
    
    
    438,948
    
    
    
    A$3.64Forfeited
    
    
    (190,239
    )
    
    
    A$3.83
    
    
    
    (81,546
    )
    
    
    A$4.72Exercised (ii)
    
    
    (198,257
    )
    
    
    A$1.54
    
    
    
    (196,400
    )
    
    
    A$2.89Expired
    
    
    
    
    
    
    
    
    
    
    (6,256
    )
    
    
    A$4.01Outstanding at the end of the year (i)
    
    
    1,446,054
    
    
    
    A$3.37
    
    
    
    1,294,638
    
    
    
    A$3.55Exercisable at the end of the year
    
    
    547,442
    
    
    
    A$3.68
    
    
    
    527,691
    
    
    
    A$2.85
 104




---



##### 



Exercise
    
    Expiry
    
    No. outstanding
    
    No. outstandingPrice
    
    Date
    
    30 June, 2007
    
    30 June, 2006A$1.53
    
    
    10/08/06
    
    
    
    
    
    
    
    196,304A$2.10
    
    
    30/11/07
    
    
    
    268,430
    
    
    
    292,298A$6.76
    
    
    27/02/09
    
    
    
    132,344
    
    
    
    147,648A$4.90
    
    
    16/03/10
    
    
    
    201,596
    
    
    
    231,304A$3.64
    
    
    16/04/11
    
    
    
    315,824
    
    
    
    427,084A$2.41
    
    
    30/04/07
    
    
    
    527,860
    
    
    
    1,446,054
    
    
    
    1,294,638
  2007
    
    2006No.
    
    WAEP
    
    No.
    
    WAEPOutstanding at the beginning of the year
    
    
    187,510
    
    
    
    A$2.68
    
    
    
    212,046
    
    
    
    A$2.78Granted
    
    
    44,452
    
    
    
    A$2.41
    
    
    
    27,456
    
    
    
    A$3.64Exercised
    
    
    (101,950
    )
    
    
    A$2.05
    
    
    
    (51,992
    )
    
    
    A$3.60Outstanding at the end of the year
    
    
    130,012
    
    
    
    A$3.08
    
    
    
    187,510
    
    
    
    A$2.68Exercisable at the end of the year
    
    
    56,181
    
    
    
    A$3.06
    
    
    
    136,741
    
    
    
    A$2.25
  105




---



##### 



Exercise
    
    Expiry
    
    No. outstanding
    
    No. outstandingPrice
    
    Date
    
    30 June, 2007
    
    30 June, 2006$2.05
    
    
    13/07/06
    
    
    
    
    
    
    
    101,950$2.10
    
    
    30/11/07
    
    
    
    37,200
    
    
    
    37,200$6.76
    
    
    27/02/09
    
    
    
    6,660
    
    
    
    6,660$4.90
    
    
    16/03/10
    
    
    
    14,244
    
    
    
    14,244$3.64
    
    
    16/04/11
    
    
    
    27,456
    
    
    
    27,456$2.41
    
    
    30/04/07
    
    
    
    44,452
    
    
    
    130,012
    
    
    
    187,510
      March 30,
    
    April 21,
    
    March 16,
    
    February 27,2007
    
    2006
    
    2005
    
    2004Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    59
    %
    
    
    66
    %
    
    
    69
    %
    
    
    69
    %Historical volatility
    
    
    59
    %
    
    
    66
    %
    
    
    69
    %
    
    
    69
    %Risk-free interest rate
    
    
    6.09
    %
    
    
    5.62
    %
    
    
    5.67
    %
    
    
    5.52
    %Expected life of option
    
    5 years
    
    5 years
    
    5 years
    
    5 yearsOption fair value
    
    
    A$1.40
    
    
    
    A$2.10
    
    
    
    A$2.96
    
    
    
    A$2.82
  Share based payments
 106




---



##### 



Dividend yield
    
    
    0
    %Expected volatility
    
    
    76
    %Historical volatility
    
    
    76
    %Risk-free interest rate
    
    
    5.45
    %Expected life of option
    
    4 yearsOption fair value
    
    A$
    2.66
 107




---



##### 



Note 12 TRADE AND OTHER PAYABLES
 Consolidated2007
    
    2006A$000
    
    A$000CurrentTrade payables (i)
    
    
    3,636
    
    
    
    2,312Accrued trade payables (i)
    
    
    1,346
    
    
    
    2,654Accrued clinical trial payments (ii)
    
    
    938
    
    
    
    6805,920
    
    
    
    5,646
  
 (i)
    
    trade payables are non-interest bearing and normally settled on 30 day terms; and(ii)
    
    clinical trial payables are non-interest bearing and normally settled on 30 day terms. Note 13 INTEREST BEARING LOANS AND LIABILITIES
 Consolidated2007
    
    2006A$000
    
    A$000CurrentObligations under finance leases (secured) (Note 18(b))
    
    
    
    
    
    
    15
    
    
    
    15
 Financing facilities available
  Consolidated2007
    
    2006A$000
    
    A$000Lease facility
    
    
    
    
    
    
    4,000Multi option facility
    
    
    1,000
    
    
    
    1,000
    
    
    
    4,000Used at balance date
    
    
    526
    
    
    
    572Unused at balance date
    
    
    474
    
    
    
    3,4281,000
    
    
    
    4,000
   108




---



##### 



Note 14 PROVISIONS
 Consolidated2007
    
    2006A$000
    
    A$000Employee Benefit ProvisionOpening balance at beginning of the year
    
    
    813
    
    
    
    727Additional provision made/(written back) in the period
    
    
    (48
    )
    
    
    86Closing balance at the end of the year
    
    
    765
    
    
    
    813Current
    
    
    539
    
    
    
    520Non-current
    
    
    226
    
    
    
    293765
    
    
    
    813
 Consolidated2007
    
    2006A$000
    
    A$000Make Good ProvisionOpening balance at beginning of the year
    
    
    46
    
    
    
    Additional provision made in the period
    
    
    
    
    
    
    46Closing balance at the end of the year
    
    
    46
    
    
    
    46Current
    
    
    
    
    
    
    Non-current
    
    
    46
    
    
    
    4646
    
    
    
    46
  109




---



##### 



Note 15 CONTRIBUTED EQUITY AND RESERVES
 (a) Contributed equity
 Consolidated2007
    
    2006A$000
    
    A$000Fully Paid Ordinary SharesNovogen Limited97,594,261 (2006: 97,294,054) ordinary shares
    
    
    127,573
    
    
    
    127,060OtherGain arising on issue of shares by
subsidiaries to outside shareholders:Marshall Edwards, Inc.
    
    
    57,388
    
    
    
    44,424Glycotex, Inc.
    
    
    6,915
    
    
    
    5,50564,303
    
    
    
    49,929Contributed Equity
    
    
    191,876
    
    
    
    176,989
    IssueNumber of
    
    priceshares
    
    A$
    
    $000On issue July 1, 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 June 30, 2007
    
    
    97,594,261
    
    
    
    
    
    
    
    127,573
 Share options
  110




---



##### 



(b) Reserves
   Consolidated2007
    
    2006A$000
    
    A$000Balance at the beginning of the year
    
    
    (2,847
    )
    
    
    (3,413
    )Gain/(loss) on translation of overseas controlled entities
    
    
    (2,308
    )
    
    
    566Balance at the end of the year
    
    
    (5,155
    )
    
    
    (2,847
    )
 (c) Accumulated losses
  Consolidated2007
    
    2006A$000
    
    A$000Balance at the beginning of the year
    
    
    (131,700
    )
    
    
    (116,069
    )Adjustment to opening retained earnings attributed to
minority interest holders
    
    
    3,231
    
    
    
    Equity attributable to share based payments
    
    
    2,303
    
    
    
    589Current year loss
    
    
    (19,981
    )
    
    
    (16,220
    )Balance at the end of the year
    
    
    (146,147
    )
    
    
    (131,700
    )
 (d) Minority interests
  Consolidated2007
    
    2006A$000
    
    A$000Ordinary shares
    
    
    17,694
    
    
    
    7,699Foreign currency translation reserve
    
    
    (1,436
    )
    
    
    (423
    )Accumulated losses
    
    
    (12,206
    )
    
    
    (5,140
    )4,052
    
    
    
    2,136
 111




---



##### 



Note 16 SEGMENT INFORMATION
    Geographic Segments
  Australia/NZ
    
    North America
    
    Europe
    
    Elimination
    
    Consolidated2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005A$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
    
    
    4,453
    
    
    
    5,166
    
    
    
    4,646
    
    
    
    3,152
    
    
    
    5,720
    
    
    
    6,240
    
    
    
    3,104
    
    
    
    2,614
    
    
    
    2,518
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,709
    
    
    
    13,500
    
    
    
    13,404Other revenues from external
customers
    
    
    4,691
    
    
    
    2,703
    
    
    
    2,879
    
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76
    
    
    
    (71
    )
    
    
    (218
    )
    
    
    
    
    
    
    4,674
    
    
    
    2,485
    
    
    
    2,955Inter-segment revenues
    
    
    3,543
    
    
    
    2,021
    
    
    
    3,144
    
    
    
    
    
    
    
    
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,543
    )
    
    
    (2,021
    )
    
    
    (3,173
    )
    
    
    
    
    
    
    
    
    
    
    Total segment revenue
    
    
    12,687
    
    
    
    9,890
    
    
    
    10,669
    
    
    
    3,206
    
    
    
    5,720
    
    
    
    6,269
    
    
    
    3,104
    
    
    
    2,614
    
    
    
    2,594
    
    
    
    (3,614
    )
    
    
    (2,239
    )
    
    
    (3,173
    )
    
    
    15,383
    
    
    
    15,985
    
    
    
    16,359Unallocated revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,912
    
    
    
    1,460
    
    
    
    1,319Total consolidated revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,295
    
    
    
    17,445
    
    
    
    17,678Result (from continuing operations)Segment result (loss)
    
    
    (18,684
    )
    
    
    (11,883
    )
    
    
    (26,176
    )
    
    
    (1,493
    )
    
    
    (6,798
    )
    
    
    942
    
    
    
    105
    
    
    
    (985
    )
    
    
    644
    
    
    
    (4,221
    )
    
    
    1,807
    
    
    
    11,964
    
    
    
    (24,293
    )
    
    
    (17,859
    )
    
    
    (12,626
    )Unallocated expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (53
    )
    
    
    (56
    )Consolidated entity (loss) before income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,295
    )
    
    
    (17,912
    )
    
    
    (12,682
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )Net (loss) from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,296
    )
    
    
    (17,913
    )
    
    
    (12,684
    )Assets and liabilitiesSegment assets
    
    
    71,533
    
    
    
    79,051
    
    
    
    81,249
    
    
    
    70,414
    
    
    
    53,237
    
    
    
    56,983
    
    
    
    1,722
    
    
    
    1,379
    
    
    
    1,615
    
    
    
    (92,312
    )
    
    
    (82,569
    )
    
    
    (72,362
    )
    
    
    51,357
    
    
    
    51,098
    
    
    
    67,485Segment liabilities
    
    
    6,471
    
    
    
    5,555
    
    
    
    8,484
    
    
    
    44,107
    
    
    
    49,051
    
    
    
    46,599
    
    
    
    11,331
    
    
    
    11,092
    
    
    
    10,343
    
    
    
    (55,178
    )
    
    
    (59,178
    )
    
    
    (58,433
    )
    
    
    6,731
    
    
    
    6,520
    
    
    
    6,993Other segment informationCapital expenditure
    
    
    269
    
    
    
    260
    
    
    
    686
    
    
    
    27
    
    
    
    53
    
    
    
    47
    
    
    
    3
    
    
    
    6
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    299
    
    
    
    319
    
    
    
    757Depreciation
    
    
    954
    
    
    
    1,106
    
    
    
    1,255
    
    
    
    15
    
    
    
    53
    
    
    
    34
    
    
    
    7
    
    
    
    9
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    976
    
    
    
    1,168
    
    
    
    1,296Amortisation
    
    
    
    
    
    
    221
    
    
    
    330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221
    
    
    
    330Impairment loss recognised in
loss
    
    
    
    
    
    
    301
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    301
    
    
    
    Other non-cash expenses
    
    
    1,395
    
    
    
    1,207
    
    
    
    4,317
    
    
    
    2,208
    
    
    
    (63
    )
    
    
    151
    
    
    
    35
    
    
    
    (8
    )
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    (4,202
    )
    
    
    3,638
    
    
    
    1,136
    
    
    
    296Segment net gain/(loss) on
foreign currency
    
    
    (7,031
    )
    
    
    2,748
    
    
    
    (5,380
    )
    
    
    5,573
    
    
    
    (2,013
    )
    
    
    4,079
    
    
    
    581
    
    
    
    (522
    )
    
    
    975
    
    
    
    (16
    )
    
    
    (101
    )
    
    
    
    
    
    
    (893
    )
    
    
    112
    
    
    
    (326
    )
 112




---



##### 



Business Segments
  Pharmaceutical researchDietary supplements
    
    and development
    
    Elimination
    
    Consolidated2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Segment revenue
    
    
    12,450
    
    
    
    14,362
    
    
    
    14,703
    
    
    
    4,845
    
    
    
    3,083
    
    
    
    2,975
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,295
    
    
    
    17,445
    
    
    
    17,678Segment assets
    
    
    28,461
    
    
    
    32,611
    
    
    
    35,183
    
    
    
    23,790
    
    
    
    19,042
    
    
    
    35,117
    
    
    
    (894
    )
    
    
    (555
    )
    
    
    (2,815
    )
    
    
    51,357
    
    
    
    51,098
    
    
    
    67,485
 Note 17 FINANCIAL INSTRUMENTS
  (a) Interest rate risk
     113




---



##### 



WeightedFloating
    
    Fixed
    
    Fixed
    
    Non-interest
    
    
    
    
    
    
    
    
    
    Average RateInterest Rate
    
    1 year or less
    
    Over 1 to 5 years
    
    bearing
    
    Total
    
    of Interest2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006Note
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Financial assetsCash
    
    
    5
    
    
    
    28,528
    
    
    
    20,671
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,531
    
    
    
    713
    
    
    
    30,059
    
    
    
    21,384
    
    
    
    3.84
    %
    
    
    3.65
    %Deposits
    
    
    5
    
    
    
    
    
    
    
    2,138
    
    
    
    9,452
    
    
    
    9,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,452
    
    
    
    12,129
    
    
    
    6.35
    %
    
    
    5.78
    %Trade and other receivables
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,276
    
    
    
    4,030
    
    
    
    4,276
    
    
    
    4,030
    
    
    
    N/A
    
    
    
    N/A28,528
    
    
    
    22,809
    
    
    
    9,452
    
    
    
    9,991
    
    
    
    
    
    
    
    
    
    
    
    5,807
    
    
    
    4,743
    
    
    
    43,787
    
    
    
    37,543Financial liabilitiesTrade and other payables
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,920
    
    
    
    5,646
    
    
    
    5,920
    
    
    
    5,646
    
    
    
    N/A
    
    
    
    N/AInterest bearing loans and
borrowings
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    N/A
    
    
    
    7.75
    %
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    5,920
    
    
    
    5,646
    
    
    
    5,920
    
    
    
    5,661Net financial assets/(liabilities)
    
    
    
    
    
    
    28,528
    
    
    
    22,809
    
    
    
    9,452
    
    
    
    9,976
    
    
    
    
    
    
    
    
    
    
    
    (113
    )
    
    
    (903
    )
    
    
    37,867
    
    
    
    31,882
 (b) Foreign currency risk
  (c) Credit risk
    Concentration of credit risk
     114




---



##### 



(d)
    
    Net fair value of financial assets and liabilitiesThe net fair value of financial assets and liabilities approximates their carrying value in the
Balance Sheet, because they are short term and at market rates of interest.
 Note 18 COMMITMENTS AND CONTINGENCIES
 Consolidated2007
    
    2006A$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
    
    
    471
    
    
    
    427Later than 1 year but not later than 2 years
    
    
    476
    
    
    
    463Later than 2 years but not later than 3 years
    
    
    444
    
    
    
    471Later than 3 years but not later than 4 years
    
    
    81
    
    
    
    433Later than 4 years but not later than 5 years
    
    
    11
    
    
    
    641,483
    
    
    
    1,858(b) Finance leasesCommitments in relation to finance leases
are payable as follows:Not later than 1 year
    
    
    
    
    
    
    15Minimum lease payments
    
    
    
    
    
    
    15Less: Future finance charges
    
    
    
    
    
    
    
    
    
    
    15Representing lease liabilities:Current  (Note 13)
    
    
    
    
    
    
    15
    
    
    
    15(c) Other expenditure commitmentsResearch and development contracts for
service to be rendered:Not later than 1 year
    
    
    8,220
    
    
    
    3,506Later than 1 year but not later than 2 years
    
    
    4,520
    
    
    
    69Later than 2 years but not later than 3 years
    
    
    260
    
    
    
    13,000
    
    
    
    3,575
 *
    
    Operating leases represent payments for property and equipment rental. Leases for property
include an annual review for Consumer Price Index increases.  115




---



##### 



(d) Parent entity guarantees
 (a)
    
    Novogen Limited has unconditionally guaranteed financial support for Novogen Limited (UK)
should it be unable to meet its financial obligations.(b)
    
    Novogen Limited has guaranteed in a deed dated May 16, 2002 the performance of the Novogen
subsidiaries arising in connection with the License Agreement and the Manufacturing and Supply
Agreement with Marshall Edwards Pty Limited.(c)
    
    As a condition of the Class Order, Novogen Limited and the controlled entities subject to the
Class Order, entered into a Deed of Cross Guarantee on May 28, 1999. The effect of the deed is
that Novogen Limited has guaranteed to pay any deficiency in the event of winding up of the
controlled entities. The controlled entities have also given a similar guarantee in the event
that Novogen Limited is wound up.(d)
    
    The Company is continuing to prosecute its intellectual property rights and in June 2007
Novogen Limited announced that the Vienna Commercial Court had upheld a provisional injunction
against an Austrian company, APOtrend. Novogen Limited has provided a guarantee to the value
of 250,000 Euros with the Vienna Commercial Court to confirm its commitment to the ongoing
enforcement process.(e)
    
    As a condition of establishing bank facilities Novogen Limited and its controlled entities
Novogen Laboratories Pty Limited, Novogen Research Pty Limited and Central Coast Properties
Pty Limited entered into a Guarantee and Indemnity with St George Bank in January 1997. The
effect of the guarantee is to guarantee amounts owed to the bank by any of the above Novogen
companies.
 116




---



##### 



Note 19 RELATED PARTY DISCLOSURES
 Interests in controlled entities
  Country of
    
    % Equity interest *
    
    Investment (A$000)Name of Entity
    
    Incorporation
    
    2007
    
    2006
    
    2007
    
    2006Novogen Laboratories Pty Ltd ^
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    400
    
    
    
    400Novogen 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
    
    USA
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Glycotex, Inc.
    
    USA
    
    
    81.3
    
    
    
    84.3
    
    
    
    54
    
    
    
    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.
    
    USA
    
    
    78.1
    
    
    
    86.9
    
    
    
    
    
    
    
    Marshall Edwards Pty Limited #
    
    Australia
    
    
    78.1
    
    
    
    86.9
    
    
    
    
    
    
    
    7,474
    
    
    
    7,474
 
 Novogen Limited, a company incorporated in Australia, is the ultimate parent entity.^
    
    Entities subject to class order reliefPursuant to Class Order 98/1418 (as amended) issued by the Australian Securities and Investment
Commission, relief has been granted to these companies from the Corporations Act 2001
requirements for preparation, audit and lodgement of their financial reports.As a condition of the Class Order, Novogen Limited and the controlled entities subject to the
Class Order (the Closed Group), entered into a Deed of Cross Guarantee on May 28, 1999.
Pursuant to the Deed of Cross Guarantee, Novogen Limited has guaranteed to pay any deficiency in
the event of winding up of the controlled entities. The controlled entities have also given a
similar guarantee in the event that Novogen Limited is wound up.#
    
    Entities that meet the requirements of small proprietary limited corporations.*
    
    The proportion of ownership interest is equal to the proportion of voting power held. 117




---



##### 



CLOSED GROUP2007
    
    
    2006Consolidated Income Statement
    
    A$000
    
    
    A$000Loss from continuing operations before income tax
    
    
    (5,921
    )
    
    
    (1,069
    )Income tax expense
    
    
    
    
    
    
    Loss after tax from continuing operations
    
    
    (5,921
    )
    
    
    (1,069
    )Accumulated losses at the beginning of the period
    
    
    (55,984
    )
    
    
    (55,504
    )Net income recognised directly in equity
    
    
    598
    
    
    
    589Accumulated losses at the end of the financial year
    
    
    (61,307
    )
    
    
    (55,984
    )
 CLOSED GROUP2007
    
    
    2006Consolidated Balance Sheet
    
    $000
    
    
    $000CURRENT ASSETSCash and cash equivalents
    
    
    17,339
    
    
    
    15,541Trade and other receivables
    
    
    4,174
    
    
    
    2,971Inventories
    
    
    2,952
    
    
    
    4,520Assets held for sale
    
    
    2,203
    
    
    
    Total current assets
    
    
    26,668
    
    
    
    23,032NON-CURRENT ASSETSReceivables
    
    
    42,356
    
    
    
    44,811Inventories
    
    
    
    
    
    
    2,864Property, plant and equipment
    
    
    806
    
    
    
    4,395Other financial assets
    
    
    74
    
    
    
    74Total non-current assets
    
    
    43,236
    
    
    
    52,144TOTAL ASSETS
    
    
    69,904
    
    
    
    75,176CURRENT LIABILITIESTrade and other payables
    
    
    2,922
    
    
    
    3,295Interest bearing loans and borrowings
    
    
    
    
    
    
    15Provisions
    
    
    490
    
    
    
    497Total current liabilities
    
    
    3,412
    
    
    
    3,807NON-CURRENT LIABILITIESProvisions
    
    
    226
    
    
    
    293Total non-current liabilities
    
    
    226
    
    
    
    293TOTAL LIABILITIES
    
    
    3,638
    
    
    
    4,100NET ASSETS
    
    
    66,266
    
    
    
    71,076EQUITYContributed equity
    
    
    127,573
    
    
    
    127,060Accumulated losses
    
    
    (61,307
    )
    
    
    (55,984
    )TOTAL EQUITY
    
    
    66,266
    
    
    
    71,076
 118




---



##### 



Note 20 REMUNERATION OF AUDITORS
 Consolidated2007
    
    
    2006A$
    
    
    A$Amounts received or due and receivable by BDO Australia for:(a) an audit or review of the financial report of the entity and
any other entity in the consolidated entity;
    
    
    263,899
    
    
    
    257,460(b) other services in relation to the entity and any other
entity in the consolidated entity.- Tax compliance services
    
    
    40,073
    
    
    
    39,476- Glycotex, Inc. Registration Statement on Form S-1
audit and review services
    
    
    
    
    
    
    109,394- Marshall Edwards, Inc. Registration Statement
Form S-3 audit and review services
    
    
    12,705
    
    
    
    - Sarbanes-Oxley Section 404 services
    
    
    
    
    
    
    1,944- Review of accounting papers
    
    
    
    
    
    
    13,810- Review of government grants
    
    
    1,600
    
    
    
    4,900- Other
    
    
    3,573
    
    
    
    3,661321,850
    
    
    
    430,645Amounts received or due and receivable by Ernst & Young
Australia for an audit or review of the financial report of the
entity and any other entity in the consolidated entity:
    
    
    26,129
    
    
    
    82,764Amounts received or due and receivable by auditors of other
subsidiaries in the consolidated entity for an audit/review,
which are not already disclosed.
    
    
    20,756
    
    
    
    23,264368,735
    
    
    
    536,673
 119




---



##### 



Note 21 DIRECTOR AND EXECUTIVE DISCLOSURES
 a) Details of Key Management Personnel
 (i) DirectorsP.A. Johnston
    
    Chairman (Non-executive)C. Naughton
    
    CEOA.J. Husband
    
    Executive DirectorP.J. Nestel AO
    
    Director (Non-executive)P.B. Simpson
    
    Director (Non-executive)L.C. Read
    
    Director (Non-executive) resigned 30 January,2007G.M. Leppinus
    
    Director (Non-executive)(ii) ExecutivesD.R. Seaton
    
    Chief Financial OfficerW.J. Lancaster
    
    VP Commercial and Corporate DevelopmentB.M. Palmer
    
    General Manager OperationsC.D. Kearney
    
    General Manager Consumer BusinessR.L. Erratt
    
    Company Secretary
 b) Compensation of Key Management Personnel
      120




---



##### 



SharePost
    
    basedShort term benefits
    
    employment
    
    payments
    
    Other
    
    TotalNon-Salary &
    
    monetary
    
    Superan-fees
    
    benefits
    
    nuation
    
    Options
    
    BonusesSpecified DirectorsPA Johnston
    
    2007
    
    A$
    139,973
    
    
    
    
    
    
    A$
    56,374
    
    
    
    
    
    
    
    
    
    
    A$
    196,3472006
    
    A$
    143,612
    
    
    
    
    
    
    A$
    9,412
    
    
    
    
    
    
    
    
    
    
    A$
    153,024C Naughton
    
    2007
    
    A$
    629,738
    
    
    A$
    59,047
    
    
    A$
    105,113
    
    
    
    
    
    
    
    
    
    
    A$
    793,8982006
    
    A$
    518,835
    
    
    A$
    46,827
    
    
    A$
    100,587
    
    
    
    
    
    
    
    
    
    
    A$
    666,249AJ Husband *
    
    2007
    
    A$
    309,861
    
    
    A$
    57,590
    
    
    A$
    60,725
    
    
    A$
    51,876
    
    
    
    
    
    
    A$
    480,0522006
    
    A$
    290,766
    
    
    A$
    41,785
    
    
    A$
    47,618
    
    
    A$
    51,281
    
    
    
    
    
    
    A$
    431,450PJ Nestel AO
    
    2007
    
    A$
    98,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    A$
    98,2502006
    
    A$
    82,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    A$
    82,000PB Simpson
    
    2007
    
    A$
    54,128
    
    
    
    
    
    
    A$
    4,872
    
    
    
    
    
    
    
    
    
    
    A$
    59,0002006
    
    A$
    49,540
    
    
    
    
    
    
    A$
    4,460
    
    
    
    
    
    
    
    
    
    
    A$
    54,000LC Read #
    
    2007
    
    A$
    24,313
    
    
    
    
    
    
    A$
    2,187
    
    
    
    
    
    
    
    
    
    
    A$
    26,5002006
    
    A$
    40,368
    
    
    
    
    
    
    A$
    3,632
    
    
    
    
    
    
    
    
    
    
    A$
    44,000GM Leppinus
    
    2007
    
    A$
    2,000
    
    
    
    
    
    
    A$
    49,000
    
    
    
    
    
    
    
    
    
    
    A$
    51,0002006
    
    A$
    31,650
    
    
    
    
    
    
    A$
    14,350
    
    
    
    
    
    
    
    
    
    
    A$
    46,000Total Remuneration: Specified Directors2007
    
    A$
    1,258,263
    
    
    A$
    116,637
    
    
    A$
    278,271
    
    
    A$
    51,876
    
    
    
    
    
    
    A$
    1,705,0472006
    
    A$
    1,156,771
    
    
    A$
    88,612
    
    
    A$
    180,059
    
    
    A$
    51,281
    
    
    
    
    
    
    A$
    1,476,723
 *
    
    appointed May 23, 2006  remuneration while a Director of Novogen Limited, for year ended June 30,
2006, includes salary of A$24,131, other benefits of A$3,482 and superannuation benefits of
A$3,968. Options were granted while in capacity of Executive prior to joining the Board of
Directors.#
    
    resigned January 30, 2007. 121




---



##### 



SharePost
    
    basedShort term benefits
    
    employment
    
    payments
    
    Other
    
    TotalNon-Salary &
    
    monetary
    
    Superan-fees
    
    benefits
    
    nuation
    
    Options
    
    BonusesExecutivesDR Seaton
    
    2007
    
    A$
    320,632
    
    
    A$
    47,522
    
    
    A$
    100,587
    
    
    A$
    61,142
    
    
    
    
    
    
    A$
    529,8832006
    
    A$
    284,916
    
    
    A$
    28,976
    
    
    A$
    56,162
    
    
    A$
    51,310
    
    
    
    
    
    
    A$
    421,364WJ
Lancaster
(USA)
    
    2007
    
    A$
    198,660
    
    
    A$
    26,326
    
    
    
    
    
    
    A$
    26,941
    
    
    
    
    
    
    A$
    251,9272006
    
    A$
    195,843
    
    
    A$
    28,199
    
    
    
    
    
    
    A$
    24,137
    
    
    
    
    
    
    A$
    248,179BM Palmer
    
    2007
    
    A$
    168,267
    
    
    A$
    32,133
    
    
    A$
    15,144
    
    
    A$
    33,657
    
    
    
    
    
    
    A$
    249,2012006
    
    A$
    153,085
    
    
    A$
    33,239
    
    
    A$
    13,778
    
    
    A$
    28,562
    
    
    
    
    
    
    A$
    228,664CD Kearney
    
    2007
    
    A$
    197,340
    
    
    A$
    16,995
    
    
    A$
    17,761
    
    
    A$
    34,665
    
    
    
    
    
    
    A$
    266,7612006
    
    A$
    181,405
    
    
    A$
    22,952
    
    
    A$
    16,326
    
    
    A$
    28,209
    
    
    
    
    
    
    A$
    248,892RL Erratt
    
    2007
    
    A$
    143,605
    
    
    A$
    25,369
    
    
    A$
    39,629
    
    
    A$
    33,149
    
    
    
    
    
    
    A$
    241,7522006
    
    A$
    149,939
    
    
    A$
    26,203
    
    
    A$
    29,845
    
    
    A$
    28,381
    
    
    
    
    
    
    A$
    234,368Total remuneration: Executives2007
    
    A$
    1,028,504
    
    
    A$
    148,345
    
    
    A$
    173,121
    
    
    A$
    189,554
    
    
    
    
    
    
    A$
    1,539,5242006
    
    A$
    965,188
    
    
    A$
    139,569
    
    
    A$
    116,111
    
    
    A$
    160,599
    
    
    
    
    
    
    A$
    1,381,467
 c) Remuneration options: Granted and vested during the year
  122




---



##### 



Terms and conditions for each grantValue per
    
    ExerciseOptions
    
    
    
    
    
    
    
    
    
    option at
    
    price per
    
    First
    
    Lastvesting in
    
    Granted
    
    
    
    
    
    grant date
    
    share
    
    exercise
    
    exerciseyear number
    
    number
    
    Grant date
    
    (A$)
    
    (A$)
    
    date
    
    dateSpecified DirectorsAJ Husband
    
    
    26,544
    
    
    
    
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    n/aExecutivesDR Seaton
    
    
    26,597
    
    
    
    50,472
    
    
    
    30/3/2007
    
    
    
    1.40
    
    
    
    2.41
    
    
    
    30/3/2008
    
    
    
    30/3/2012WJ Lancaster (USA)
    
    
    12,950
    
    
    
    24,412
    
    
    
    30/3/2007
    
    
    
    1.40
    
    
    
    2.41
    
    
    
    30/3/2008
    
    
    
    30/3/2012BM Palmer
    
    
    15,359
    
    
    
    27,676
    
    
    
    30/3/2007
    
    
    
    1.40
    
    
    
    2.41
    
    
    
    30/3/2008
    
    
    
    30/3/2012CD Kearney
    
    
    15,461
    
    
    
    28,768
    
    
    
    30/3/2007
    
    
    
    1.40
    
    
    
    2.41
    
    
    
    30/3/2008
    
    
    
    30/3/2012RL Erratt
    
    
    15,366
    
    
    
    26,400
    
    
    
    30/3/2007
    
    
    
    1.40
    
    
    
    2.41
    
    
    
    30/3/2008
    
    
    
    30/3/2012Total
    
    
    112,277
    
    
    
    157,728
 d) Shares issued on exercise of remuneration options
 Sharesissued
    
    Paid
    
    Unpaidnumber
    
    A$ per share
    
    A$ per shareSpecified DirectorsAJ Husband
    
    
    41,772
    
    
    
    1.53
    
    
    
    ExecutivesDR Seaton
    
    
    21,142
    
    
    
    1.53
    
    
    
    BM Palmer
    
    
    23,436
    
    
    
    1.53
    
    
    
    RL Erratt
    
    
    30,012
    
    
    
    1.53
    
    
    
    Total
    
    
    116,362
 123




---



##### 



e) Option holding of specified Directors and Executives
 Balance atbeginning of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    Vested atperiod
    
    
    
    
    
    
    
    
    
    Net
    
    end of period
    
    30 June,1 July,
    
    Granted as
    
    Options
    
    change
    
    30 June,
    
    2007
    
    Not2006
    
    remuneration
    
    exercised
    
    other
    
    2007
    
    Total
    
    exercisable
    
    ExercisableNumber
    
    Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    NumberSpecified DirectorsAJ Husband
    
    
    147,948
    
    
    
    
    
    
    
    (41,772
    )
    
    
    
    
    
    
    106,176
    
    
    
    68,330
    
    
    
    
    
    
    
    68,330ExecutivesDR Seaton
    
    
    127,530
    
    
    
    50,472
    
    
    
    (21,142
    )
    
    
    
    
    
    
    156,860
    
    
    
    68,542
    
    
    
    
    
    
    
    68,542WJ Lancaster (USA)
    
    
    35,678
    
    
    
    24,412
    
    
    
    
    
    
    
    
    
    
    
    60,090
    
    
    
    19,430
    
    
    
    
    
    
    
    19,430BM Palmer
    
    
    84,872
    
    
    
    27,676
    
    
    
    (23,436
    )
    
    
    
    
    
    
    89,112
    
    
    
    40,660
    
    
    
    
    
    
    
    40,660CD Kearney
    
    
    61,844
    
    
    
    28,768
    
    
    
    
    
    
    
    
    
    
    
    90,612
    
    
    
    40,438
    
    
    
    
    
    
    
    40,438RL Erratt
    
    
    91,476
    
    
    
    26,400
    
    
    
    (30,012
    )
    
    
    
    
    
    
    87,864
    
    
    
    40,903
    
    
    
    
    
    
    
    40,903Total
    
    
    549,348
    
    
    
    157,728
    
    
    
    (116,362
    )
    
    
    
    
    
    
    590,714
    
    
    
    278,303
    
    
    
    
    
    
    
    278,303
 124




---



##### 



f) Shareholdings of specified Directors and their related parties and Executives and
their related parties
 Balance
    
    Granted as
    
    On exercise
    
    Net change
    
    Balance1 July, 2006
    
    remuneration
    
    of options
    
    other
    
    30 June, 2007Number
    
    Number
    
    Number
    
    Number
    
    NumberSpecified DirectorsPA Johnston
    
    
    48,594
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    58,594C Naughton
    
    
    633,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    633,511AJ Husband
    
    
    61,148
    
    
    
    
    
    
    
    41,772
    
    
    
    
    
    
    
    102,920PJ Nestel AO
    
    
    32,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,000PB Simpson
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500LC Read
#
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    (2,000
    )
    
    
    GM Leppinus
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    3,000ExecutivesDR 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
 #     resigned January 30, 2007.
  Note 22 EVENTS AFTER THE BALANCE SHEET DATE
   125




---



##### 



Note 23 DIVIDENDS
  126




---



##### 



Note 24 DIFFERENCES BETWEEN AIFRS AND U.S. GAAP
   US GAAP2007
    
    2006
    
    2005
    
    2007A$000
    
    A$000
    
    A$000
    
    US$000Operating RevenueSales Revenue
    
    
    10,224
    
    
    
    12,654
    
    
    
    12,928
    
    
    
    8,681Other Operating Revenue
    
    
    4,674
    
    
    
    2,485
    
    
    
    2,666
    
    
    
    3,969Total Operating Revenue
    
    
    14,898
    
    
    
    15,139
    
    
    
    15,594
    
    
    
    12,650Costs and ExpensesCost of Goods Sold
    
    
    (6,945
    )
    
    
    (5,445
    )
    
    
    (4,666
    )
    
    
    (5,897
    )Research & Development
    
    
    (16,134
    )
    
    
    (12,014
    )
    
    
    (10,217
    )
    
    
    (13,699
    )Selling and Promotions
    
    
    (7,423
    )
    
    
    (8,167
    )
    
    
    (7,935
    )
    
    
    (6,303
    )Shipping and Handling
    
    
    (392
    )
    
    
    (556
    )
    
    
    (444
    )
    
    
    (333
    )General and Administrative
    
    
    (13,795
    )
    
    
    (8,889
    )
    
    
    (6,306
    )
    
    
    (11,713
    )Other Expense
    
    
    (17
    )
    
    
    (301
    )
    
    
    0
    
    
    
    (14
    )Total Costs and Expenses
    
    
    (44,706
    )
    
    
    (35,372
    )
    
    
    (29,568
    )
    
    
    (37,959
    )Loss from operations
    
    
    (29,808
    )
    
    
    (20,233
    )
    
    
    (13,974
    )
    
    
    (25,309
    )Other Income (Expense)Interest Expense
    
    
    (2
    )
    
    
    (52
    )
    
    
    (56
    )
    
    
    (2
    )Exchange Gains/(Losses)
    
    
    893
    
    
    
    112
    
    
    
    (325
    )
    
    
    758Other
    
    
    4622
    
    
    
    2253
    
    
    
    1608
    
    
    
    3,924Total Other Income (Expense)
    
    
    5,513
    
    
    
    2,313
    
    
    
    1,227
    
    
    
    4,680Loss Before Income Tax
    
    
    (24,295
    )
    
    
    (17,920
    )
    
    
    (12,747
    )
    
    
    (20,629
    )Income Tax Expense/(Benefit)
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (1
    )Minority Interest
    
    
    4,315
    
    
    
    1,693
    
    
    
    1,109
    
    
    
    3,664Net loss
    
    
    (19,981
    )
    
    
    (16,228
    )
    
    
    (11,640
    )
    
    
    (16,966
    )Loss per share  basic and diluted (cents)
    
    
    (20.5
    )
    
    
    (16.7
    )
    
    
    (12.0
    )
    
    
    (17.4
    )
 127




---



##### 



Year ended 30 June2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Consolidated Net LossNet loss reported under AIFRS
    
    
    
    
    
    
    (24,296
    )
    
    
    (17,913
    )
    
    
    (12,684
    )Adjustments required to accord with U.S. GAAP:Stock based compensation cost
    
    
    (i
    )
    
    
    
    
    
    
    (8
    )
    
    
    (65
    )Minority interest in net losses of subsidiaries
    
    
    (v
    )
    
    
    4,315
    
    
    
    1,693
    
    
    
    1,109Net loss under U.S. GAAP
    
    
    
    
    
    
    (19,981
    )
    
    
    (16,228
    )
    
    
    (11,640
    )Basic and diluted (loss) per
share according to U.S. GAAP (cents)
    
    
    
    
    
    
    (20.5
    )
    
    
    (16.7
    )
    
    
    (12.0
    )Weighted average number of ordinary
shares outstanding during
the year used in calculation of basic
and diluted (loss) per share
    
    
    
    
    
    
    97,567,399
    
    
    
    97,207,053
    
    
    
    96,839,570Comprehensive IncomeNet loss according to U.S. GAAP
    
    
    
    
    
    
    (19,981
    )
    
    
    (16,228
    )
    
    
    (11,640
    )Other comprehensive income resulting
from foreign currency translation
    
    
    
    
    
    
    (2,606
    )
    
    
    567
    
    
    
    (2,964
    )Total comprehensive income
    
    
    
    
    
    
    (22,587
    )
    
    
    (15,661
    )
    
    
    (14,604
    )
 Other Comprehensive Income Movement
 2007
    
    2006
    
    2005
    
    2004A$000
    
    A$000
    
    A$000
    
    A$000Balance at beginning of year
    
    
    (2,953
    )
    
    
    (3,520
    )
    
    
    (556
    )
    
    
    (1,956
    )Foreign currency translation adjustment
    
    
    (2,606
    )
    
    
    567
    
    
    
    (2,964
    )
    
    
    1,400Closing Other Comprehensive Income
    
    
    (5,559
    )
    
    
    (2,953
    )
    
    
    (3,520
    )
    
    
    (556
    )
 128




---



##### 



At June 30,2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Shareholders EquityShareholders equity reported using AIFRS
    
    
    
    
    
    
    44,626
    
    
    
    44,578
    
    
    
    60,492Cumulative adjustments required
to accord with U.S. GAAP:Minority interest equity
    
    
    (v
    )
    
    
    (1,410
    )
    
    
    (1,163
    )
    
    
    (2,767
    )Shareholders equity according to U.S. GAAP
    
    
    
    
    
    
    43,216
    
    
    
    43,415
    
    
    
    57,725
  2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Opening Shareholders equity according to U.S. GAAP
    
    
    43,415
    
    
    
    57,725
    
    
    
    65,759Less: Net loss according to U.S. GAAP
    
    
    (19,981
    )
    
    
    (16,228
    )
    
    
    (11,640
    )Add: New Equity
    
    
    27,665
    
    
    
    1,351
    
    
    
    7,439less: Minority interest in new equity
    
    
    (5,277
    )
    
    
    
    
    
    
    (869
    )Add: movement in other comprehensive income
    
    
    (2,606
    )
    
    
    567
    
    
    
    (2,964
    )Closing Shareholders equity according to
U.S. GAAP
    
    
    43,216
    
    
    
    43,415
    
    
    
    57,725
 129




---



##### 



(i) Stock Based Compensation
      130




---



##### 



(ii) Income Tax
   2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Domestic
    
    
    (22,906
    )
    
    
    (10,128
    )
    
    
    (14,268
    )Foreign
    
    
    (1,389
    )
    
    
    (7,784
    )
    
    
    1,586(24,295
    )
    
    
    (17,912
    )
    
    
    (12,682
    )
 131




---



##### 



2007
    
    2006A$000
    
    A$000Deferred tax assetsDepreciation
    
    
    733
    
    
    
    807Provisions accruals
    
    
    1,042
    
    
    
    1,535Exchange gains
    
    
    549
    
    
    
    Other
    
    
    
    
    
    
    13Losses carried forward  Australia
    
    
    24,157
    
    
    
    19,320- USA
    
    
    14,729
    
    
    
    12,904- Other
    
    
    5,139
    
    
    
    4,202Total deferred tax assets
    
    
    46,349
    
    
    
    38,781Deferred tax liabilityExchange losses
    
    
    
    
    
    
    (165
    )Other
    
    
    (304
    )
    
    
    (117
    )Total deferred tax liability
    
    
    (304
    )
    
    
    (282
    )Net deferred tax asset
    
    
    46,045
    
    
    
    38,499Valuation allowance for deferred tax assets
    
    
    (46,045
    )
    
    
    (38,499
    )Net recorded deferred taxes
    
    
    
    
    
    
    
 2007
    
    2006
    
    2005A$000
    
    %
    
    A$000
    
    %
    
    A$000
    
    %Tax at Australian statutory rates
    
    
    (7,289
    )
    
    
    30
    %
    
    
    (5,376
    )
    
    
    30
    %
    
    
    (3,824
    )
    
    
    30
    %Foreign Rate Differentials
    
    
    (250
    )
    
    
    
    
    
    
    (132
    )
    
    
    
    
    
    
    126Non deductible expenses
    
    
    975
    
    
    
    
    
    
    
    597
    
    
    
    
    
    
    
    44Research and development allowance
    
    
    (143
    )
    
    
    
    
    
    
    (466
    )
    
    
    
    
    
    
    (411
    )Other
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    138Reversal of intercompany profit in stock elimination
    
    
    25
    
    
    
    
    
    
    
    (39
    )
    
    
    
    
    
    
    (105
    )Tax expense/(benefit)
    
    
    (6,682
    )
    
    
    
    
    
    
    (5,414
    )
    
    
    
    
    
    
    (4,032
    )Filing Differences
    
    
    (865
    )
    
    
    
    
    
    
    367
    
    
    
    
    
    
    
    748Change in valuation allowance
    
    
    7,546
    
    
    
    
    
    
    
    5,046
    
    
    
    
    
    
    
    3,282Income Tax Expense
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (2
    )
  132




---



##### 



2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Current (Expense)/Benefit
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )Filing Differences
    
    
    (865
    )
    
    
    367
    
    
    
    748Deferred(Expense)/Benefit
    
    
    (6,681
    )
    
    
    (5,413
    )
    
    
    (4,030
    )Movement in Valuation Allowance
    
    
    7,546
    
    
    
    5,046
    
    
    
    3,282Income Tax Expense
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2)
  (iii) Revenue
 2007
    
    2006
    
    2005A$000
    
    A$000
    
    A$000Sales Revenue reported using AIFRS
    
    
    10,709
    
    
    
    13,500
    
    
    
    13,404Trade Promotions
    
    
    (485
    )
    
    
    (846
    )
    
    
    (476
    )Sales Revenue reported using US GAAP
    
    
    10,224
    
    
    
    12,654
    
    
    
    12,928
   (iv) Minority interests
  133




---



##### 



(v) Other Comprehensive Income
   2007
    
    2006
    
    2005A$'000
    
    A$'000
    
    A$'000Opening balance
    
    
    1,163
    
    
    
    2,767
    
    
    
    3,452Additions to outside equity interest by
way of share issue:Marshall Edwards, Inc.
    
    
    4,907
    
    
    
    
    
    
    
    Glycotex, Inc.
    
    
    369
    
    
    
    
    
    
    
    869Add shares of operating losses of
controlled entities
Marshall Edwards, Inc.
    
    
    (3,885
    )
    
    
    (1,287
    )
    
    
    (1,078
    )Glycotex, Inc.
    
    
    (430
    )
    
    
    (406
    )
    
    
    (31
    )Add shares of other comprehensive income
Marshall Edwards, Inc.
    
    
    (637
    )
    
    
    66
    
    
    
    (446
    )Glycotex, Inc.
    
    
    (77
    )
    
    
    23
    
    
    
    11,410
    
    
    
    1,163
    
    
    
    2,767
 (vi) Summary of Significant Accounting Policies
 Use of Estimates
  Advertising Expenses
  134




---



##### 



(vii) Payables
  2007
    
    2006A$'000
    
    A$'000Insurance Premiums
    
    
    299
    
    
    
    288Mayne Pharmaceuticals (Contract Drug Manufacturer)
    
    
    
    
    
    
    454Carbogen AMCIS(Contract Drug Manufacturer)
    
    
    374
    
    
    
    Provision for Grant Rebate
    
    
    
    
    
    
    558
 (viii) Segment Information
  (ix) Recent Accounting Pronouncements
  135




---



##### 



SIGNATURES
  NOVOGEN LIMITED/s/ Christopher NaughtonMr. Christopher NaughtonManaging DirectorDate: December 14, 2007
 136




---



##### 



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. (*)8.1
    
    Company Subsidiaries. (*)
 137




---



##### 



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) 138