UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of                August  , 2003

Novogen Limited

140 Wicks Road, North Ryde, NSW, 2113, Australia
(Address of principal executive office)

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F o

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No o

[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 (b): 82-           .1

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				Novogen Limited           (Registrant)
Date 29 August, 2003		By
*Print the name and title under the signature of the signing officer				Ronald Lea Erratt Company secretary

GENERAL INSTRUCTIONS

A. Rule as to Use of Form 6-K.

     This form shall be used by foreign private issuers which are required to furnish reports pursuant to Rule l3a-16 or 15d-16 under the Securities Exchange Act of 1934.

B. Information and Document Required to be Furnished.

     Subject to General Instruction D herein, an issuer furnishing a report on this form shall furnish whatever information, not required to be furnished on Form 40-F or previously furnished. such issuer (i) makes or is required to make public pursuant to the law of the jurisdiction of its domicile or in which it is incorporated or organized, or (ii) files or is required to file with a stock exchange on which its securities are traded and which was made public by that exchange, or (iii) distributes or is required to distribute to its security holders.

SEC 1815 (7-91)

     The information required to be furnished pursuant to (i) (ii) or (iii) above is that which is material with respect to the issuer and its subsidiaries concerning: changes in business; changes in management or control; acquisitions or dispositions of assets; bankruptcy or receivership; changes in registrant’s certifying accountants; the financial condition and results of operations; material legal proceedings; changes in securities or in the security for registered securities; defaults upon senior securities; material increases or decreases in the amount outstanding of securities or indebtedness; the results of the submission of matters to a vote of security holders; transactions with directors, officers or principal security holders; the granting of options or payment of other compensation to directors or officers; and any other information which the registrant deems of material importance to security holders.

     This report is required to be furnished promptly after the material contained in the report is made public as described above. The information and documents furnished in this report shall not be deemed to be “filed” for the purposes of Section 18 of the Act or otherwise subject to the liabilities of that section.

     If a report furnished on this form incorporates by reference any information not previously filed with the Commission, such information must be attached as an exhibit and furnished with the form.

C. Preparation and Filing of Report.

     This report shall consist of a cover page, the document or report furnished by the issuer, and a signature page. Eight complete copies of each report on this form shall be deposited with the Commission. At least one complete copy shall be filed with each United States stock exchange on which any security of the registrant is listed and registered under Section 12(b) of the Act. At least one of the copies deposited with the Commission and one filed with each such exchange shall be manually signed. Unsigned copies shall be conformed.

D. Translations of Papers and Documents into English.

     Reference is made to Rule 12b-l2(d) [17 CFR 240.l2b-12(d)]. Information required to be furnished pursuant to General Instruction B in the form of press releases and all communications or materials distributed directly to security holders of each class of securities to which any reporting obligation under Section 13(a) or 15(d) of the Act relates shall be in the English language. English versions or adequate summaries in the English language of such materials may be furnished in lieu of original English translations.

     Notwithstanding General Instruction B, no other documents or reports, including prospectuses or offering circulars relating to entirely foreign offerings, need be furnished unless the issuer otherwise has prepared or caused to be prepared English translations, English versions or summaries in English thereof. If no such English translations. versions or summary have been prepared, it will be sufficient to provide a brief description in English of any such documents or reports. In no event are copies of original language documents or reports required to be furnished.

NOVOGEN RETAINS CASH, IMPROVED PERFORMANCE AND SALES STEADY

Pharmaceutical company Novogen Limited (ASX:NRT, NASDAQ:NVGN), has improved its operating performance for the fourth consecutive half year while expanding pharmaceutical clinical R & D programs, maintaining OTC sales in a difficult climate and continuing to conserve cash.

The Novogen Group earned A$33.1 million in gross revenues for the financial year ended 30 June 2003, an 11 per cent increase over the A$29.7 million recorded in the previous corresponding period.

This was coupled with a 27 per cent reduction of the net loss for the 12 months to A$10.7 million, down from A$14.7 million for the year ended 30 June 2002.

Novogen’s Managing Director, Mr Christopher Naughton, said with net assets of A$42.4 million and cash reserves of A$31 million at 30 June 2003, the Novogen Group was continuing to strengthen its balance sheet to maximise commercial opportunities from its drug development pipeline.

“Commercialisation of our drug pipeline is where Novogen’s growth potential lies,” Mr Naughton said.

“The longer we can continue to fund our own drug development, the better placed we are when it comes time to negotiate licensing agreements for international production and sales.”

Novogen’s lead anti-cancer compound phenoxodiol is being developed by Novogen subsidiary, Marshall Edwards Inc. (MEI), which also has the option to develop and commercialise other anti-cancer drugs from Novogen when those drugs enter human trials. Novogen owns 95.1 per cent of Marshall Edwards, Inc.

Phenoxodiol is currently advancing through phase II clinical trials for prostate and ovarian cancers and squamous cell carcinoma at several international cancer research centres of excellence, including Yale Medical School and a number of Australian teaching hospitals.

Mr Naughton said group sales of the OTC dietary isoflavone products Promensil™, for menopausal women, and Trinovin™, for prostate health, were steady despite reduced spending on marketing and advertising.

“Novogen’s record of underpinning its OTC products with clinical science continues to make a difference as consumers seek the natural alternatives, which are supported by evidence based data,” Mr Naughton said.

Other highlights of the financial year were:

2

Novogen is involved in drug discovery and product development for disorders that are commonly associated with aging and coordinates an international clinical research and development program with external collaborators, hospitals and universities.

Under U.S. law, a new drug cannot be marketed until it has been investigated in clinical trials. After the results of these trials are submitted in a new drug application to the FDA, the FDA must approve the drug as safe and effective before marketing can take place.

Statements herein that are not descriptions of historical facts are forward-looking and subject to risk and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors, including those set forth in the Company’s Securities and Exchange Commission filings under “Risk Factors”, including risks relating to the early stage of products under development; uncertainties relating to clinical trials; dependence on third parties; future capital needs; and risks relating to the commercialisation, if any, of the Company’s proposed products (such as marketing, safety, regulatory, patent, product liability, supply, competition and other risks).

NOVOGEN LIMITED
ABN 37 063 259 754

ANNUAL REPORT
For the year ended
30 JUNE 2003

CONTENTS

Your Directors submit their report for the year ended 30 June, 2003.

This annual report has been based on accounts which have been audited.

The names of the Company’s Directors during the financial year and up to the date of this report are as follows:

Mr P A Johnston (Chairman)
Mr C Naughton (Managing Director)
Dr G E Kelly
Professor P.J. Nestel AO
Mr P B Simpson

All Directors were in office from the beginning of the financial year until the date of this report.

Information on Directors

Philip A Johnston Non- Executive Chairman
Dip Eng (Production)

Non-Executive Director since 1997, Mr Johnston was elected chairman of the Novogen Group with effect from 1 January 2001. Mr Johnston has extensive experience in the pharmaceutical industry including 9 years as an Executive Director of Wellcome Australia Limited. He was previously a Director of two subsidiary Companies of GlaxoWellcome. He has had responsibility for production, distribution, quality assurance and consumer product development and has been directly involved in the establishment of strategic alliances and joint ventures. He has completed a number of executive development programs including the University of NSW and the London Business School.

Christopher Naughton Managing Director
BEc, LLB

Managing Director since March 1997, Mr Naughton joined Novogen in 1996 as Commercial Director. Mr Naughton has degrees in Economics from the ANU and in Law from the UNSW. He has completed the Program for Management Development at the Harvard Business School, and is an Attorney in New South Wales. After working in merchant banking, he has spent the last 18 years in the pharmaceutical industry, including appointments as a Director of Wellcome Australia Limited and in worldwide business development with The Wellcome Foundation Limited in the UK.

Dr Graham E Kelly Executive Director
BSc(Vet), BVSc, PhD

Executive Director since 1994, Dr Kelly is founder and was the first Managing Director of Novogen Limited. Dr Kelly was Chairman of the Novogen Group until 31 December 2000, a position he had held since March 1997; he is also Chairman of the AIM listed subsidiary company Marshall Edwards Inc. He has spent nearly 30 years in medical research involving drug development, immunology, surgery and cancer. Dr Kelly was Senior Research Fellow in Experimental Surgery in the Faculty of Medicine at the University of Sydney. He developed the ß-1, 3-Glucan and Isoflavone intellectual property now owned by the Novogen Group.

Professor Paul J Nestel Non-Executive Director
AO MD, FTSE, FRACP, FAHA

Professor Nestel is currently a Senior Principal Research Fellow and Head of the Cardiovascular Nutrition Laboratory at the Baker Medical Research Institute, Victoria. Professor Nestel is also a Consultant Physician at the Alfred Hospital, Melbourne. He is president of the International Life Sciences Institute (Australasia) and is a member of the board of directors of ILSI South East Asia. He was

formally Clinical Professor in Medicine, The Flinders University of South Australia. Professor Nestel has been and remains a member of many national and international committees research and policy on cardiovascular disease. He has published over 370 scientific and medical papers and is a Fellow of the Australian Academy of Technological Sciences and Engineering and Fellow of the American Heart Association. Professor Nestel is an Officer of the Order of Australia.

Peter B Simpson Non-Executive Director
MPharm, PhC

Non-Executive Director since 1994, Mr Simpson has extensive experience in the development of pharmaceutical products for international markets. He was Research and Development Manager with David Bull Laboratories for 8 years prior to being appointed Chief Executive Officer of Biota Holdings Limited in 1987. At Biota he oversaw the research and development of an effective cure for influenza and the licensing of that discovery to Glaxo Limited.

Directors’ interests in the shares and options of the Company

At the date of this report the interests of the Directors, and their related parties, in the shares and options of Novogen Limited were:

Key Financial Data

Earnings Per Share

Corporate Information

Corporate structure

Novogen Limited is a company limited by shares and is incorporated and domiciled in Australia. Novogen Limited and its controlled entities “Novogen” or “Group” has prepared a consolidated financial report incorporating the entities that it controlled during the financial year, which included the following controlled entities:

Principal activities

The principal activities of the entities within the Group during the year were:

•		pharmaceutical research and development;
•		manufacturing and marketing of health supplements.

There have been no significant changes in the nature of those activities during the year.

Consolidated results

The operating loss for the financial year, after providing for minority interests and income tax was $10.5 million (2002 loss was $14.7 million). This represents an improvement of 29% over the prior year. The reduction in operating loss has been achieved by reducing expenses in advertising and marketing and by achieving higher margins through reduced production costs. This follows the relocation and commissioning at Wyong of manufacturing equipment previously used in the New Zealand plant.

Despite the reduced expenditure on advertising and marketing and the competitive market conditions in the US, and adverse exchange rate impacts of the stronger Australian dollar, sales were maintained at the same level as last year. This result is consistent with our strategy to conserve cash resources, bring the OTC business towards profitability while continuing to invest in Research and Development activities in the pharmaceutical drug development program. Cash balances at year-end were $31.0 million.

Dividends paid or recommended

The Directors of Novogen Limited do not recommend the payment of a dividend. No dividends were declared or paid during the year.

Employees

The Group employed 61 people as at 30 June 2003 (2002: 57 people)

Review and Results of Operations

Revenue & international market development

The Group earned gross revenues of $33.1 million versus $29.7 million in the previous corresponding period, an increase of 11%. Revenues increased due to unrealised currency gains reflecting the stronger Australian dollar and increased royalty receipts. Included in gross revenues were sales of the consumer health products totalling $19.6 million. Sales were maintained at the same level as last year despite the reduction in advertising and marketing spend, the disorientation left in the market for menopause products (especially in the United States) following the negative publicity surrounding the long term use of HRT and the impact of exchange rates. Sales have shown strong growth in all markets except the US and the Netherlands, which were 17% and 16% respectively below the corresponding period last year. Sales grew strongly in Australia, the UK and Canada which were 19%, 45% and 27% respectively above the same corresponding period last year. The strengthening of the Australian dollar versus major trading partners negatively impacted sales levels by 6% compared to last year.

During the financial year 2003/04 we expect the market for menopause products to be impacted by ongoing conflicting publicity and conflicting professional opinions about the safety and efficacy of HRT and natural alternatives. Also it will take some time for the Australian market to settle following the mass recall of many products produced by a company under investigation for unsatisfactory quality standards. We will continue to position our products as the most clinically trialled natural alternatives in the menopause market. During fiscal 2003/04 we expect to continue our strategy of conserving cash while achieving profitability in the OTC business.

Clinical development

Major advances were made during the year on the Group’s clinical development program.

Phenoxodiol

The Group’s lead anti-cancer drug, phenoxodiol, continued its clinical development program through its 95.1% owned subsidiary company Marshall Edwards, Inc. Phenoxodiol is currently being evaluated in phase II clinical trials for the treatment of prostate cancer, ovarian cancer and squamous cell carcinomas (SCC).

Phenoxodiol and Ovarian Cancer

A phase II clinical study is being conducted by Yale University School of Medicine. The study is fully enrolled, using 40 patients with advanced, metastatic ovarian cancer that has become unresponsive to at least 2 standard chemotherapies (the average number of different drug regimes used previously in these patients is 5 per patient). Phenoxodiol is being administered as a monotherapy by bolus intravenous injection on two consecutive days per week in rising dosages (1, 3, 10 and 20 mg/kg/24-hr) to four groups, each of ten women, over treatment cycles of 12 weeks. No drug-associated toxicity has been encountered to date, and tumour response is being assessed on the basis of tumour mass, levels of the tumour marker (CA125) in the blood, survival over 12 months, and quality of life.

This clinical trial is based on laboratory studies at Yale University School of Medicine that showed phenoxodiol to be the most effective drug at killing ovarian cancer cells, including those that are resistant to all standard anti-cancer drugs.

Following analysis of the data from the current Phase II study, a decision will be made concerning the next stage.

Cisplatin is a standard drug used in the treatment of ovarian cancer, but patients’ tumours commonly become resistant to this drug after some months. A combination of phenoxodiol and cisplatin proved highly effective in stopping human ovarian cancer growth in animals with doses of phenoxodiol and

cisplatin that alone were ineffective. This raises the prospect of obtaining an enhanced clinical response of phenoxodiol by combining it with standard chemotherapies, and the opportunity to conduct a combinational drug trial in ovarian cancer patients is under review currently.

A recent pre-clinical study also extended these findings by showing that phenoxodiol proved effective at restoring ovarian cancer cells’ sensitivity to standard anti-cancer drugs such as cisplatin.

Phenoxodiol and Prostate Cancer

A study is current at two Australian hospitals testing the effect of oral phenoxodiol therapy in patients with late-stage prostate cancer that has become unresponsive to hormonal therapy. The phenoxodiol is being administered three times per day on a daily basis over treatment cycles of 12 weeks. There will be 24 patients in this trial, with patients being allocated to 7 different dose levels (from 0.72 to 9.0 mg per 24-hr). The study currently has 14 patients enrolled.

Phenoxodiol and Cutaneous Squamous Cell Carcinomas

The potential for phenoxodiol in the treatment of cutaneous squamous cell carcinomas (SCC) arose from the observation that in patients being treated for other forms of cancer who coincidentally had aggressive, malignant SCC of the skin, the SCC tumours showed objective responses within several weeks. A phase II trial is current at an Australian hospital in patients with malignant SCC of the skin. Phenoxodiol is being administered orally, three times daily for a period of 3 months. There will be 30 patients enrolled and they will be each allocated to a treatment regime of one 50 mg dose taken 3 times per day.

NV-04

During the year the Company announced the successful completion of the first human study for its cardiovascular drug program. The trial demonstrated outstanding potency of the drug and reproducibility in arterial dilation by enhancing the biochemical activities within the blood vessel wall. All patients who participated in the trial responded favourably in that intra-arterial administration of the drug led to significant increase in blood flow.

NV-07α

The Company announced that it had discovered a new mode of action for the skin repair compound NV-07α which is expected to have significant implications for the protection of human skin from sunlight induced damage.

The newly identified mode of action protects skin cells from damage to their DNA, a process which otherwise continues to occur over a period of days even after sun exposure has ceased. Human chemicals known to protect skin cells from the protracted DNA damage occurring after UV exposure were present in significantly higher levels in the skin of people treated with NV-07α after UV exposure than in their untreated skin.

Corporate developments

Glycotex Inc., is a US subsidiary of Novogen Inc., established to provide a commercial vehicle for Novogen’s glucan technology. Novogen has licenced its glucan technology to Glycotex Inc. which will be responsible for the continued development of glucan and its ultimate commercialisation under the terms of the licence. Novogen will provide to Glycotex Inc. administrative services, clinical trial management and clinical trial drug supplies. Glycotex Inc. commenced Glucan clinical trials at three Australian hospitals in August 2003.

During April 2003, Glycotex, Inc., raised $500,000 in an initial private placement from Australian and international investors and institutions. Novogen now owns 97.6% of Glycotex Inc.

The shares were issued at $10.00 each with attaching options to purchase a further two shares at an exercise price of $10.00 per share. The attaching options are exercisable prior to 5 November, 2004. Novogen also issued to these investors a convertible security enabling investors to convert their investment in Glycotex Inc. to Novogen shares at an equivalent Novogen share price of $5.00 per share.

Intellectual Property Development

During the year a number of key patents were granted over the Company’s intellectual property.

NV-07α

In September 2002, the United States Patent Office granted a patent to Novogen for NV-07a covering protection of the skin from sun induced immunosuppression and UV-induced damage. The patent protection confirms the company’s exclusive position in this after-sun skin care technology.

In January 2003 the Australian Patent Office also granted the same patent for NV-07α.

Isoflavones to Treat Menopause and PMS

In May 2003 the US Patent Office granted Novogen a patent over the use of its isoflavone technology in the treatment of the symptoms of menopause and pre-menstrual syndrome (PMS). The patent applies to the isoflavones, genistein, daidzein, formononetin and boichanin, all of which are used commonly in health supplements such as tablets, capsules, drinks and foodstuffs for the alleviation of the adverse symptoms of menopause and PMS.

The granting of this patent will add value to the product marketing and strengthens potential for possible further licensing transactions.

Soy Hypocotyl

In January 2003 the US Patent Office granted Novogen a patent for human dietary supplements comprising soy material made from ground soy hypocotyl containing at least one isoflavone. This patent extends the cover for soy to include soy hypocotyls which are approved for food and do not need to have the isoflavones chemically extracted. Soy hypocotyls thus are a source of isoflavones for food products which might have health claims attached. The use of these alternative isoflavone sources derived from soy has been licensed from Novogen to the US company DuPont Protein Technologies and its subsequent joint venture with Bunge now called Solae LLC.

Significant Events After Balance Date

There have been no significant events occurring after balance date which have had a material impact on the business.

Likely Developments and Expected Results of Operations

The Group intends to continue to advance the research and development into isoflavone applications and more advanced pharmaceuticals in the area of human phenolic compound technology. The marketing and sales of Promensil, Trinovin and Rimostil are expected to continue to grow, through both additional penetration in existing markets and geographical expansion.

The Company’s subsidiary, Marshall Edwards Inc., is currently considering funding options in order to raise the funds necessary to progress the clinical development of phenoxodiol.

The Directors consider that, having regard to the early stage in the development of the Company and its products, it would be inappropriate to comment on expected results for the coming year.

Environmental Regulation and Performance

The Group holds licences issued by the Environmental Protection Authority which specify the manner of waste disposal for the Entity’s pilot manufacturing operations in North Ryde. The Entity also holds Dangerous Goods licenses for its manufacturing operations in Australia.

There have been no significant known breaches of the Group’s licence conditions.

Directors’ Meetings

During the financial year ended 30 June, 2003, the number of meetings held and attended by each Director were:

Directors’ and Other Officers’ Emoluments

The Remuneration & Corporate Governance Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors, the Managing Director and any Executive Directors. The Remuneration Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality executive team. Such officers are given the opportunity to receive their base emolument in a variety of forms including cash and fringe benefits such as the use of motor vehicles. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Group.

Details of the nature and amount of each element of the emolument of each Director of Novogen Limited and each of the five Executive Officers of the Group receiving the highest emoluments for the financial year are as follows:

Emoluments of Directors of Novogen Limited

No Director has received or become entitled to receive, during or since the financial year, a benefit because of a contract made by the chief entity, controlled entity, or a related body corporate with a Director, a firm of which a Director is a member or an entity in which a Director has a substantial financial interest.

Emoluments of the five most highly paid Executive Officers of the Company and the consolidated entity

The terms ‘Director’ and ‘Officer’ have been treated as mutually exclusive for the purposes of this disclosure.

The elements of emoluments have been determined on the basis of the cost to the Company and the consolidated entity.

The Company has adopted the fair value measurement provisions of ED 108 “Share-based Payment” prospectively for all options granted to Directors and relevant Executives, which have not vested as at 1 July, 2002. The fair value of such grants being amortised and disclosed as part of Director and Executive emoluments on a straight-line basis over the vesting period. No adjustments have been made or will be made to reverse amounts in relation to options that never vest (i.e. forfeitures).

Options granted as part of Director and Executive emoluments have been valued using the Black- Scholes option pricing model, which takes account of factors including the option exercise price, the volatility of the underlying share price, the risk free interest rate, expected dividends and the underlying share price, the current market price of the underlying share and the expected life of the option.

Executive Officers are those directly accountable and responsible for the operational management and strategic direction of the Group.

Share Options

As at the date of this report there were 2,437,608 unissued ordinary shares under options (2,441,951 at balance date). Refer to note 16(c) of the Financial Statements for further details of the options outstanding.

Shares Issued as a Result of the Exercise of Options

During the year, employees and consultants have exercised their options to acquire 199,071 fully paid ordinary shares in Novogen Limited at a weighted average price of $2.11.

During the year the following options have been issued under the Novogen Limited Employee Share Option Plan to a total of 41 eligible employees:

During the year 37,200 options were issued to one Novogen consultant as follows:

Indemnification and Insurance of Directors and Officers

The Group has not, during or since the financial year, in respect of any person who is or has been a Director or Officer of the Company or related body corporate:

a)		indemnified or made any relevant agreement for indemnifying against a liability incurred as a Director or Officer, including costs and expenses in successfully defending legal proceedings; or
b)		paid or agreed to pay a premium in respect of a contract insuring against liability incurred as a Director or Officer for the costs or expenses to defend legal proceedings, with the exception of the following matter:
		the Group has paid premiums to insure each Director equally against the liabilities for costs and expenses incurred by them in defending legal proceedings arising out of their conduct involving a wilful breach of duty in relation to the Company. The total annual premium of the insurance paid by the Company is $141,016.

Tax Consolidation

Effective 1 July 2002, for the purposes of income taxation, Novogen Ltd and its 100% owned subsidiaries have formed a tax consolidated group. The head entity of the tax consolidated group is Novogen Limited. Novogen Ltd has not formally notified the Australian Tax Office of its adoption of the tax consolidation regime.

Rounding of Amounts

The amounts contained in this Report and in the Financial Statements have been rounded off under the option available to the Company under ASIC Class Order 98/100. The Company is an entity to which the Class Order applies. Amounts have been rounded off to the nearest thousand dollars unless otherwise stated.

CORPORATE GOVERNANCE STATEMENT

Board of Directors

The Novogen Limited Board of Directors is elected by and accountable to shareholders. It monitors and directs the business and is responsible for the corporate governance of the Company. Responsibility for managing the development of the Company consistent with the objective of enhancing long term shareholder value, is with the Managing Director, who is accountable to the Board.

The Board comprises five Directors of whom three are Non-Executive Directors. The two Executive Directors are the Managing Director, Mr Christopher Naughton, and Dr Graham Kelly. The number of Board meetings and the attendance are set out elsewhere in this Report. In addition the Board has established the following Committees — Audit, Corporate Governance and Remuneration, and Capital Projects.

Audit Committee

It is the Board’s responsibility to ensure that an effective internal control framework exists within the Entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This includes the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the consolidated entity to the Audit Committee.

The Audit Committee discusses and reviews any issues arising from external audits and reviews. It is charged with assessing the adequacy of the Company’s financial and operating controls. It also reviews compliance with legal requirements affecting the Company and matters affecting corporate governance practices. The committee comprises, Peter Simpson (Chairman), Paul Nestel AO and Philip Johnston.

Corporate Governance and Remuneration Committee

The Corporate Governance and Remuneration Committee has been formed in order to review the controls at the business group level that safeguard the shareholders and Company’s interests and ensures its integrity. It also reviews the remuneration of the Executive Directors by reference to independent data, external professional advice and the requirements to retain high caliber management. The committee comprises the Non-Executive Directors Peter Simpson (Chairman), Paul Nestel and Philip Johnston.

Capital Projects Committee

The Capital Projects Committee reviews capital investment proposals, assesses the project tenders and reviews progress against timetables and cost estimates. The Committee comprises Philip Johnston (Chairman), Peter Simpson, Paul Nestel and Christopher Naughton.

Management of Risk

The Group has established controls at Board level designed to safeguard the interests of the Group and ensure integrity in the reporting to shareholders. Group policies are in place to minimise risk that arise through the Group’s activities. These include policies that:

•		ensure that capital expenditure above a set level is approved by the Board;
•		ensure business risks are appropriately managed through an insurance and risk management program;
•		ensure that safety, health, environmental standards and management’s systems are monitored and reviewed to achieve high standards of compliance and performance; and
•		ensure implementation of Board approved operating plans and budgets and Board monitoring of progress against these budgets, including the establishment and monitoring of key performance indicators.

Ethical Standards

Novogen Limited has adopted a Statement of Professional Practice for the Directors and Officers of the Company which sets standards of behaviour including:

•		to comply with the law and acknowledge the fiduciary duty due to the Company;
•		not to engage in short term trading of the Company’s shares or options; and
•		not to trade in shares when they are aware of information which if disclosed publicly would be likely to materially affect the market price of the Company’s shares or options.

Signed in accordance with a Resolution of the Board of Directors.

Christopher Naughton
Managing Director

Sydney, 27 August, 2003

DIRECTORS’ DECLARATION

In accordance with a resolution of the Directors of Novogen Limited, I state that:

1.

In the opinion of the Directors:

2.

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 11, 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.

On behalf of the Board,

Christopher Naughton
Managing Director

Sydney, 27 August, 2003

STATEMENT OF FINANCIAL PERFORMANCE
for the year ended 30 June 2003

STATEMENT OF FINANCIAL POSITION
As at 30 June 2003

Statement of Cash Flows
for the year ended 30 June 2003