RSH LIMITED

ANNUAL REPORT 2009

 CONTENTS
001 Company Overview • 002 Letter to Our Shareholders • 006 Board of Directors • 010 Principal Officers
014 Corporate Governance • 024 Corporate Information • 025 Operations Review • 026 Financial Highlights
028 Group Structure • 030 Brand Portfolio • 035 Full Year Financial Statements • 099 Principal Network
 COMPANY OVERVIEW

RSH Limited is an international retailer and distributor of leading brand-names in lifestyle products. The Group’s

extensive portfolio covers four key product categories: sports, golf and active lifestyle; fashion; watches; and beauty

and cosmetics.

Incorporated in Singapore in 1977, RSH Limited is one of Asia’s foremost sporting goods pioneers with a 32-year track

record. The Group expanded its product base to include fashion in 2000, watches in 2005, as well as beauty and

cosmetics in 2008.

Today, RSH Limited has expanded into five key territories, namely Southeast Asia, North Asia, South Asia, the Middle

East and South Pacific. The Group has established in each of these countries a direct presence with full operations,

offices and distribution centres.

Listed on the main board of the Singapore Exchange, RSH Limited is one of the largest Singapore-based retailers by

revenue. It is ranked among the Singapore International Top 100 Companies and is among the Top 5 Singapore companies

in the Middle East by overseas revenue.

As a marketer and distributor, RSH Limited has distribution and retail rights to over 90 world-renowned brand-names.

For sports, golf and active lifestyle products, this spectrum includes Reebok, Puma, Nike, Adidas, New Balance, Umbro,

Lacoste, Wilson, Speedo, Nautica, Mizuno, Greg Norman and many more.

RSH Limited has car ved a retail network of over 440 free-standing stores and 500 shops-in-shop in 11 countries,

encompassing 45 different retail concepts. For sports, golf and active lifestyle, RSH Limited operates multi-brand retail

chains such as Royal Sporting House, Golf House and Pro Shops; multi-brand specialty stores like Stadium by Royal

Sporting House and Studio R; as well as single-brand concept stores such as Reebok, Puma, Nike, Adidas, Lacoste and

Rockport. For fashion, RSH Limited has acquired the exclusive retail rights to operate stores for top fashion brand-names

including Zara, Massimo Dutti, Pull and Bear, Bershka, Mango, bebe and Ted Baker. In addition, RSH has extended its

product base to include Tag Heuer stores and a joint venture with Sephora, the global beauty and cosmetics chain. The

Group has also launched its very own ladies footwear chain-stores, novo.

Over the years, RSH Limited has been conferred over 33 local and international awards, including the “Singapore Business

Enterprise Award 1993” and the “International Sports Retailer of the Year Award 1994”, among others.

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 LETTER TO OUR SHAREHOLDERS
THE YEAR IN PERSPECTIVE
The global financial tempest, which began in July 2007 with
the bursting of the US housing bubble, is now ending its
second year. As it ran its turbulent course in 2008, it threw
up what was indisputably the worst financial crisis
experienced by the West in the last 70 years. During the
year, we witnessed the spiralling of the US sub-prime
mortgage crisis into a liquidity crisis that compelled
governments around the globe to simultaneously inject
capital, slash interest rates and formulate massive bail-out
plans in aid of the world economy.
By December 2008, the crisis had infected economies,
businesses and households in this inter-connected world. Most
advanced economies were in recession concurrently - the first
time since World War II - and emerging markets suffered
reduced growth prospects as a result of the sharp fall in the
demand for exports.
RSH NAVIGATES TURBULENCE
In a year marked by unprecedented turbulence, RSH increased
its net earnings attributable to shareholders by 17.7 per cent
to S$16.2 million in FY 2009 from S$13.7 million a year ago.
This is on the back of a 5.3 per cent increase in revenue from
S$734.3 million in FY 2008 to S$773.1 million in FY 2009.
Earnings per ordinary share rose from 3.89 cents to 4.58
cents. Net asset value backing per ordinary share grew 9.3
per cent from 35.88 cents to 39.21 cents. The Group continued
to generate a healthy cash flow from its operations, reporting
a net operating cash flow of S$30.6 million for the year. With
cash reserves of S$41.5 million, RSH remained positioned on
solid ground. In addition, we were pleased to declare an interim
dividend of 1.00 cent per ordinary share, which was paid on
12 December 2008.
RSH was off to a strong start in FY 2009 as the global
financial crisis remained largely confined to the West during
the first half of 2008. Our Group enjoyed two robust quarters,
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chalking up a 117.2 per cent increase in operating profit
before tax to S$18.6 million in 1H FY 2009. However, in
September 2008, the economic pandemic descended upon
our shores and our markets succumbed, without exception,
to the deepening crisis. Notwithstanding the global economic
slowdown, our Group posted an operating profit before tax
of S$10.3 million and S$4.5 million in the third and fourth
quarter of the year, respectively.
AN ADVERSE QUARTER
In the fourth quarter of FY 2009, RSH had to navigate an
extremely difficult business environment. This quarter, which
coincided with the first three calendar months of 2009,
witnessed the worst start to a year in the history of the
Standard & Poor 500. In March, the Dow Jones Industrial
Average sunk more than 50 per cent from its summer 2008
peak, which bordered close to the 53 per cent decline of the
Great Depression.
Against this backdrop, our operations in Southeast Asia and
the Middle East continued to be profitable during 4Q FY 2009.
Revenue for the Group declined marginally by 1.8 per cent
while the Middle East operations bucked the trend by increasing
revenue by 28.6 per cent. During this adverse quarter, RSH
sustained a loss of S$5.5 million in its bottom line, which
included the S$10.0 million impairment of goodwill arising
from the acquisition of our Australian business unit. Excluding
the write-off, RSH would have remained firmly in the black
with an operating profit before tax of S$4.5 million.
PERFORMANCE BY BUSINESS ACTIVITY
We have firmly established retailing as our Group’s core
business activity, which accounted for 86.4 per cent of RSH’s
revenue in FY 2009. Profit before tax for this segment climbed
to S$48.9 million, an increase of 9.9 per cent on the back of
a 4.4 per cent rise in revenue to S$667.8 million during this
financial year.
Distribution, albeit modest in scale in comparison to retail,
improved margins from 23.4 per cent in FY 2008 to 24.5 per
cent in FY 2009. Our distribution activities for sporting goods
in the Middle East as well as fashion in South Pacific contributed
to the growth in this business segment.
RSH continued to pursue its strategy of retail expansion in
FY 2009, adding new stores to its network with popular
brands which possess international appeal. This relentless
enhancement of retail mix is instrumental to our Group’s
achievement of strong sales and margins for the first nine
months of the year, despite mounting challenges.
In FY 2009, RSH increased its network of free-standing stores
from 425 to 443, while the number of shops-in-shop stayed
fairly constant at 504.
The debut of Sephora beauty and cosmetics chain-stores was
a significant development for Singapore on the retail front.
Malaysia saw the addition of sports mono-brand stores like
Reebok and Adidas as well as fashion stores like bebe. In
Thailand, our Group further grew its fashion network with
additional locations for Zara, Ted Baker and Jaeger. Australia
grew its Mango and Novo stores, bringing its retail network
to a total of 124 stores. Our operations in the Middle East
experienced the most dramatic retail expansion in FY 2009.
There are currently 60 freestanding stores and 103 shops-in-
shop in the UAE.
In FY 2009, RSH welcomed Sephora, Roxy, Naf Naf and Jaeger
to its brand portfolio.
JOINT VENTURE WITH SEPHORA
In December 2008, RSH wrote a new chapter with Sephora
Asia Pte Ltd, a fully owned subsidiary of French luxury brand
conglomerate, the LVMH Group. Sephora holds pole position
among retail beauty chains in the US and is Number 2 in
Europe. A visionary beauty-retail concept founded in France
in 1969 and acquired by the LVMH Group in 1997, Sephora’s
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unique, open-sell beauty hall environment features over 200
classic and emerging brands across a broad range of categories
including skincare, colour, fragrance, bath & body and haircare,
in addition to Sephora’s own private label.
This landmark partnership with Sephora Asia heralds RSH’s
move into the beauty and cosmetics sphere, adding to its
portfolio of international popular fashion and sports brands.
Beauty and cosmetics is an industry with a promising outlook.
Expanding into this segment is a natural extension of our
fashion business and we hope to develop Sephora into yet
another growth driver for our Group. It is integral to our
vision of transforming RSH into a formidable purveyor of
lifestyle products.
In partnership with Sephora Asia, RSH launched Sephora in
Singapore in December 2008 with a 3,000 square feet store
at Takashimaya Shopping Centre. A mega store of 15,000
square feet is in the pipeline for FY 2010.
TWO PILLARS OF GROWTH
Back in 2001, we identified our strategy of creating two
strongholds for the Group with Singapore and Dubai as the
epicentres of growth in Asia and the Middle East, respectively.
Today, Southeast Asia is the largest contributor to our revenue
and the Middle East is the fastest-growing region for the
Group. Southeast Asia accounts for 58.4 per cent of our
revenue for FY 2009. The Middle East increased its contribution
to group revenue from 16.1 per cent in FY 2008 to 20.3 per
cent in FY 2009. Our operations in the Middle East account
for approximately 99.4 per cent of our revenue growth in the
current financial year.
While RSH has successfully nurtured its businesses in Southeast
Asia - where Singapore, Malaysia and Thailand account for
the lion’s share - profitability has been impacted, leading to
a decline of 9.4 per cent year-on-year or S$3.1 million in profit
before tax. Higher operating expenses have been a key
challenge in the current financial year for all three markets.
In Singapore, particularly, escalating premises costs failed to
reflect the reality of deteriorating business conditions, driving
operating expenses higher. Malaysia, a price-sensitive market,
saw consumer spending plummet in the face of inflationary
pressures and political uncertainty. In Thailand, political turmoil
exacerbated the effects of the global slowdown.
The Middle East was undoubtedly our star performer for FY
2009. Our operations in the Middle East posted an impressive
growth of 32.7 per cent to achieve S$156.8 million in revenue
for the year. In line with its strong performance, the region
reported a 39.4 per cent or S$5.3 million increase in profit
before tax.
The full-year operation of eight stores in Dubai, which were
opened in FY 2008, contributed 29.1 per cent to top line
growth. In the second half of FY 2009, our Middle East
operations opened 23 stores or 89,000 square feet of prime
retail space in The Dubai Mall - one of the world’s largest
shopping malls - and the Dubai Marina Mall. Located in the
heart of the prestigious Downtown Burj Dubai mixed-use
development, The Dubai Mall is the premier lifestyle
destination for shopping and entertainment experience with
a total internal floor area of 5.9 million square feet while the
Dubai Marina Mall is set within the spectacular waterfront
of the landmark Dubai Marina. RSH has opened over 75,000
square feet of retail space, comprising 17 sports and fashion
concepts, in The Dubai Mall. Many are flagship stores and
some are debuting as first-ever stores in the Gulf. Stadium
alone, the Group’s proprietary sports and lifestyle concept
store, occupied 28,000 square feet in The Dubai Mall. These
new stores in such world-class retail destinations as The
Dubai Mall have proven within a short period of time as
astute investments for the Group. Together, these 23 new
stores accounted for 37.9 per cent of our Group’s revenue
growth in this region during FY 2009.
CHALLENGES IN THE SOUTH PACIFIC
Our Australian operations continue to face challenges. In the
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current financial year, RSH Australia succeeded in growing
its revenue by 4.8 per cent to S$81.4 million. The full-year
contribution from its distribution business as well as renewed
efforts to sharpen brand image, improve gross margins and
merchandise mix led to the growth in revenue. RSH Australia
suffered a loss of S$20.1 million in FY 2009. Excluding the
impairment of goodwill arising from the acquisition of our
Australian business unit, which amounted to S$10.0 million,
and foreign exchange losses of S$1.2 million, operating losses
for RSH Australia are S$8.9 million. This represents a significant
reduction from a loss of S$15.1 million incurred by RSH
Australia in FY 2008.
OUTLOOK FOR FY 2010
During the exceptionally difficult quarter of 4Q FY 2009, RSH
emerged from the fire with a mixed bag of results, demonstrating
an equal measure of resilience and vulnerability. While this
turbulent quarter can be used as a corporate barometer of
things to come, it would be premature at this juncture to chart
our Group’s performance for the months ahead.
The dramatic market rally from March to May 2009, during
which equities rebounded by more than 150 per cent in two
months, has given us reason to cheer. The world is collectively
heaving a deep sigh of relief at the emergence of “green shoots”
of recovery and the halt in the global economy’s free fall.
However, it remains a conjecture as to whether we are heading
for a “V” shaped recovery or a drawn-out “L” shaped course.
The outlook of our management remains conservative. We
expect FY 2010 to be a challenging year. Nevertheless, we
believe that there are opportunities to be tapped.
A STRATEGY FOR THE RECESSION
Bracing itself for strong headwinds in FY 2009, our management
shifted into a multi-pronged strategy to increase revenue,
minimise cost and boost profitability. RSH intensified efforts
to preserve our top line by offering customers better value
with on-target promotions. The Group monitored its inventory
levels closely, ensuring an inventory turnaround of 120 to 150
days. RSH also sharpened its focus on cost control, cutting
travel expenses and freezing headcount as well as remuneration.
Excellent service has become critical for customer retention
at a time of cautious consumer spending. RSH intensified
staff training, utilising government subsidies.
Cash conservation is key in a prolonged recession. Rental
negotiations with landlords are a priority for RSH given that
premises cost form a major component of its operating
expenses. RSH will adopt a cautious approach towards
expansion. Our management will increase their vigilance,
continually monitoring the Group’s retail network to
consolidate loss-making stores while building market
presence with productive retail locations. In the current
financial year, RSH has reinforced its retail network with
new opportunities in Singapore, Malaysia, Thailand, UAE
and Australia. In FY 2010, we will focus on optimising the
performance of existing stores.
Singapore and Australia will be the exceptions. In Singapore,
RSH has committed to significant retail space in two major
malls. In Australia, RSH will continue to expand its novo chain
of ladies fashion footwear stores. The preservation of our
resources will be the mantra for RSH in FY 2010, even as the
Group remains open to growth opportunities in preparation for
the recovery ahead.
MANDATORY UNCONDITIONAL CASH OFFER FOR RSH SHARES
On 17th April 2009, RSH announced that it had received
notification of DB Trustees’ deemed interest in the Group,
following the default of Golden Ace Pte. Ltd. (“Golden Ace”)
for two facility agreements dated 27th February 2007 with
DB Trustees and Deutsche Bank. These facility agreements
were secured by 216,169,245 RSH ordinary shares held by
Golden Ace, representing approximately 61.3 per cent of the
total issued ordinary shares in the company’s capital. Golden
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Ace is a joint venture in which MGF holds a 70 per cent
interest and Emaar Properties has a 30 per cent interest.
On 18th June 2009, Emaar acquired all the outstanding loans
of Golden Ace under these facility agreements with DB
Trustees and Deutsche Bank through the assistance of
Standard Chartered Bank. Through the acquisition, Emaar
has a deemed interest of 61.3 per cent in the total issued
shares of RSH.
The acquisition has triggered a mandatory unconditional cash
offer by Standard Chartered Bank on behalf of Emaar for all
of RSH’s issued share capital at S$0.77 per ordinary share.
Emaar seeks to protect the value of their indirect investment
in RSH and to reiterate their confidence in the Group through
this acquisition.
Standard Chartered Bank has received irrevocable undertakings
from significant shareholders not to accept the cash offer.
The respective shareholdings of these investors approximate
35.36 per cent of RSH’s issued share capital.
In firm commitment to RSH as Chairman, promoter and
shareholder, I have given an irrevocable undertaking not
to accept the cash offer and to retain my equity ownership
in RSH.
On behalf of the Board of Directors, I thank our shareholders
and our customers for their continued support. To our
management and employees, I would like to convey my
commendations on their diligence and dedication in these
testing times. Conviction is the first step to victory and
commitment will spur us on to the finish line.
H. E. Mohamed Ali Rashed Alabbar
Chairman
RSH Limited
July 2009
BOARD OF DIRECTORS

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left to right, top to bottom
H.E. Mohamed Ali Rashed Alabbar, Mr. Vinod Kumar Gomber, Mr. Shravan Gupta, Mr. Ng Boon Yew,
Mr. Basil Chan, Mr. Lew Syn Pau, Ms. Low Ping, Mr. Sanjay Malhotra

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H.E. Mohamed Ali Rashed Alabbar
Chairman
Mr. Alabbar is a member of the Dubai Executive Council and
Chairman of The Advisory Council and the UAE Golf Association.
He is the founding member and Chairman of Emaar Properties
PJSC since the company’s inception on July 29, 1997.
He is currently spearheading Emaar’s high-profile global
expansion and chairs John Laing Homes in the USA and
Hamptons International in the UK as well as a joint venture
with Italy’s Giorgio Armani to set up a global luxury hotel and
resor t chain. Mr. Alabbar is also chairman of the Bahrain-
based Al Salam Bank, the region’s newest listed Islamic bank
with operations across the MENA region and Emaar Economic
City, which is an Emaar Joint Venture in Saudi Arabia.
Mr. Alabbar serves on the board of directors of the Investment
Corporation of Dubai (ICD), the investment arm of the
Government of Dubai and the body responsible for managing
the emirate’s assets in the financial, transportation, industrial,
energy, real estate and leisure sectors. He is also a Board
Member of Noor Investment Group, an affiliate of Dubai Group,
the leading diversified financial company of Dubai Holding,
focused on Shari’ah compliant financial services.
Fortune magazine in their issue of December 2007, has named
Mr. Alabbar among the top 30 in power positions globally. A
graduate in Finance and Business Administration from Seattle
University in the United States, Mr. Alabbar works closely
with regional NGOs, and is especially committed to the cause
of social housing and educational reform. He is Chairman of
the UAE Golf Association, and was recently named among
the top golfing personalities in the world by Golf World.
Mr. Alabbar was awarded an honorar y doctoral degree in
humanities from his alma mater, Seattle University, in
recognition of his notable achievements in business, economic
development and public service in Dubai and throughout the
Middle East region.
Mr. Vinod Kumar Gomber
Executive Director /Group Chief Executive Officer
Mr. Gomber is the Group Chief Executive Officer of Emaar
Properties PJSC and the Executive Director and Group Chief
Executive Officer of RSH Limited.
Mr. Gomber was appointed the Group Chief Executive Officer
of Emaar Properties PJSC in 2006. Reporting to H.E. Mohamed
Ali Alabbar, Chairman of the Board, and the Board of Directors,
Mr. Gomber is responsible for the overall management of the
Emaar Group of Companies and heads the Corporate Office
of Emaar in Dubai.
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Tapping into his wealth of experience in diverse fields of
business, Mr. Gomber plays a multi-functionary role at Emaar
that covers: strategic planning, monitoring and management
of execution, systems and processes, legal, human resources,
treasur y, finance and tax planning and corporate
communications. In addition, he oversees the day-to-day
operations of Emaar Group’s subsidiaries in Dubai and its
operational arms across the world, with the senior management
of all Emaar Group companies reporting to him.
Mr. Gomber led the RSH Group from 1994 to 2006, transforming
the company into a pan-Asian marketing, distribution and
retail powerhouse, and expanding the Group’s market reach
to cover 11 prominent markets in Asia, the Middle East and
beyond. He resumed his role as Group Chief Executive Officer
of RSH Limited in 2007.
A post-graduate in Chemistr y, Mr. Gomber also holds
postgraduate diplomas in Banking and Finance and Business
Management. A Harvard Business School alumnus, he did a
Program for Management Development from the prestigious
institute in 1992.
Mr. Shravan Gupta
Non-Executive Director
Mr. Gupta is the Executive Vice Chairman & Managing Director
of Emaar MGF. He has over a decade’s experience in real
estate and financial services. Mr. Gupta has been credited
as the man behind the largest joint venture that the Indian
real estate sector has witnessed. He has been pivotal in
charting the company’s progress in an endeavour to put Indian
real estate development at par with that of the world.
The Emaar MGF partnership resonates with this joint vision
towards Creating a New India. Setting a breathtaking pace,
Mr. Gupta has already converted Emaar MGF into owners of
one of the largest land banks in India with projects planned
in over 40 cities. The company is all set to redefine the real
estate landscape with ambitious project plans across
Residential, Commercial & IT SEZs, Retail and Hospitality, in
addition to Infrastructure, Healthcare and Education sectors.
Under his strong leadership, Emaar MGF is already setting
the benchmarks with acknowledged brand standing on quality
of products, professionalism and presentation of a new ethos
in Indian realty.
Emaar MGF is poised to play a critical role in transforming
the realty sector of the countr y with a focus on business
verticals which will positively impact the lives of millions of
people. Mr. Gupta holds a Bachelors degree in Commerce.
Currently responsible for taking Emaar MGF to new heights
thereby char ting the company’s growth to emerge as an
industry leader, Mr. Gupta also is a sought-after industry figure
in his capacity as Vice Chairman - Delhi State Council, CII-
Confederation of Indian Industry.
Mr. Ng Boon Yew
Non-Executive Director
Mr. Ng was a partner of an international accounting firm for
over 15 years during which time he was involved in the audit
of companies in various industries and the provision of corporate
finance ser vices in the areas of valuation, mergers and
acquisitions and corporate and business restructuring. Mr.
Ng sits on the board of directors of Fischer Tech Ltd, Datapulse
Technology Limited, Gems TV Holdings Limited and The National
Kidney Foundation and is a member of the Securities Industry
Council. He is a Member of the Institute of Certified Public
Accountants of Singapore and a Fellow Member of the
Association of Chartered Certified Accountants. He is also
an Associate Member of the Institute of Chartered Accountants
in England and Wales, Institute of Chartered Secretaries and
Administrators and Chartered Institute of Taxation.
Mr. Basil Chan
Independent Director
Mr. Chan is the Founder and Managing Director of MBE
Corporate Advisory Pte Ltd. He was appointed to the Board
of RSH Limited on 12 April 2006 and is also an independent
director of several other listed companies in Singapore. Mr.
Chan is a Council Member and Board Director of the Singapore
Institute of Directors where he chairs the Professional
Development Sub-committee involved in the training of directors.
He was a member of the Corporate Governance Committee in
2001 that developed the Singapore Code of Corporate
Governance and was previously a member of the Accounting
Standards Committee of the Institute of Cer tified Public
Accountants in Singapore (ICPAS). He has more than 25 years
of audit, financial and general management experience having
held senior financial positions in leading companies. He holds
a Bachelor of Science (Economics) Honours degree majoring
in Business Administration from the University of Wales Institute
of Science and Technology, United Kingdom and is a member
of the Institute of Chartered Accountants in England & Wales
as well as a member of the Institute of Cer tified Public
Accountants of Singapore. He was admitted as Fellow of the
Singapore Institute of Directors on 1 April 2008.
Mr. Lew Syn Pau
Independent Director
Mr. Lew is currently the Chairman of Stanbridge International
Pte Ltd. He started his career with the Singapore Civil Service
where he was seconded to the National Trades Union Congress
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("NTUC"). He was the Executive Secretar y of the Metal
Industries Workers' Union from 1981 to 1982 and 1984 to
1989. From 1987 to 1993, he was the General Manager and
subsequently Managing Director of NTUC Comfort Holdings
Ltd. Mr. Lew left the NTUC Group in 1994 to join Banque
Indoseuz (subsequently renamed Credit Agricole Indosuez) as
General Manager and Senior Countr y Officer from 1994 to
1997. Mr. Lew was a Singapore Government Scholar with a
Master of Engineering degree from Cambridge University and
a Masters in Business Administration degree from Stanford
University, USA. He was a Member of Parliament from 1988
to 2001. He has chaired the Government Parliamentar y
Committees for Education, Finance and Trade & Industry and
National Development.
Ms. Low Ping
Alternate Director
Ms. Low, Executive Director for Finance & Risk, joined Emaar
in 2002 and is appointed as the Alternate Director to Mr.
Alabbar for the Group. She has over a decade of experience
in finance. A Certified Chartered Accountant, Ms. Low is a
member of the Institute of Cer tified Public Accountants in
Singapore. Ms. Low is currently responsible for risk
management and all financial matters per taining to the
Emaar Group such as budgeting, financial and management
reporting, equity structuring, taxation and treasury functions
for the Group.
Mr. Sanjay Malhotra
Alternate Director
Mr. Malhotra is the Group Chief Financial Officer and Chief
Operating Officer of Emaar MGF Land Limited (Emaar MGF)
and is responsible for the finance and treasur y, corporate
development and strategic alliances, Commonwealth Games
Village residential complex project of Emaar MGF. He is
appointed as the Alternate Director to Mr. Shravan Gupta
for the Group on 20 May 2008. Mr. Malhotra has over 20
years of varied functional experience in diverse industries
including hospitality, corporate finance and enter tainment.
Prior to joining Emaar MGF, Mr. Malhotra was the Chief
Financial Officer of PVR Limited. He has also worked with
Dimensions Consulting Private Limited from Januar y 2000
until November 2001 and The Indian Hotels Company Limited
from September 1993 until December 1999. Mr. Malhotra
has completed his Bachelor of Commerce degree from the
University of Delhi. He is also a Fellow of the Institute of
Chartered Accountants of India.
PRINCIPAL OFFICERS

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left to right, top to bottom
Mr. Kesri Singh Kapur, Mr. David John Reilly, Mr. Sandeep Kalra, Mr. William Mihran Feast, Mr. Om Prakash Gupta,
Mr. Edward Yee, Mr. Jess Salazar Lacson, Mr. Selvaratnam Thavaneson, Mr. Yeung Kwok Ming Walter,
Mr. Indranu Hati, Mr. Lew Chee Kiong Lawrence, Ms. Lelaina Lim, Mr. Woo Mun Hoo, Ms. Lim Yin Cheng

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Mr. Kesri Kapur
Group Chief Operating Officer
RSH Limited
As Group Chief Operating Officer of RSH Limited, Mr. Kesri oversees
the Corporate Office, which is headquartered in Singapore, and
the Group’s total operations in Asia, which incorporates South-
East Asia, the Group’s largest territory by market share. Currently,
RSH’s operations in Asia include Singapore, Malaysia, Thailand,
Hong Kong, the Philippines, Vietnam and India. Mr Kesri joined
the Group in 1995 and has overseen the Group’s operations in
territories as diverse as Dubai, Hong Kong, Indonesia, Brunei and
Thailand. Mr Kesri was appointed Group General Manager of RSH
Limited in September 2007 and subsequently Group Chief Operating
Officer in May 2008. Prior to these appointments, Mr Kesri was
the Chief Executive Officer of RSH Thailand, spearheading the
Group’s foray into this new market. Mr. Kesri graduated with a
Bachelor of Engineering degree in Mechanical Engineering from
Bangalore University in India and completed his Master in Business
Administration from Rajasthan University, Jaipur, India. Before
joining the Group, Mr. Kesri had ser ved with Bajaj Electricals
Limited and Blue Star Limited in various locations in India.
Mr. David John Reilly
Chief Executive Officer
RSH (Middle East) L.L.C.
R.B.K. Middle East L.L.C (L.L.C.)
Mr. Reilly is responsible for the Group’s retail, marketing and
distribution operations in the Middle East. He has been with the
Group since 1999. Prior to the Group, Mr. Reilly was the Managing
Director of Azure Trading LLC from 1994 to 1998, and was the
General Manager of Healthlines Middle East LLC, Dubai, from
1989 to 1994. He has extensive business experience of the Middle
East, having worked and resided in Middle East for more than 15
years. Prior to his employment in the Middle East, Mr. Reilly also
held key positions in several multi-national companies including
NEXT, Benetton, the Storehouse Group and the Body Shop. Mr.
Reilly's retail and distribution qualifications include a course in
"Masters in Retail Business Studies" from London Polytechnic.
Mr. Sandeep Kalra
Chief Executive Officer
RSH (Australia) Pty Ltd
Mr. Kalra is responsible for the Group’s retail, marketing and
distribution operations in Australia. He has been with the Group
since 1994. Prior to this, his earlier appointments include Chief
Executive Officer for RSH (Malaysia) Sdn Bhd and Operations
Manager with RSH Sports (HK) Ltd. Before his tenure with the
Group, Mr. Kalra has held several positions in Modi Mirrlees
Blackstone Ltd and Escor ts Ltd. He graduated from Punjab
Agricultural University, Ludhiana, India, in 1986 with a Bachelor
of Technology degree in Agricultural Engineering and completed
a Post-graduate Programme in Management at the Indian Institute
of Management, Ahmedabad, India, in 1988.
Mr. William Mihran Feast
Chief Executive Officer
RSH (Singapore) Pte Ltd
Mr. Feast is responsible for the retail, marketing and distribution
activities of RSH (Singapore) Pte Ltd. Joining the Group as Chief
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Executive Officer of RSH(Singapore) Pte Ltd in 2007, Mr. Feast
has over 30 years experience in international retail, brand
management and development, including a variety of leadership
roles with DFS Group Limited and The Disney Store. Prior to
joining the Group, Mr. Feast served as President of Solet Advisors
LLC, which he founded to provide business development expertise
and consultation to the retail and enter tainment industries. In
addition to his role as Chief Executive Officer, Mr. Feast also
ser ves as Director of RSH Limited and leads the Design Centre
functions of store design and planning for all RSH locations
worldwide. Mr. Feast possesses a Bachelor of Science degree
in Industrial Management from the Georgia Institute of Technology
in the US.
Mr. Om Prakash Gupta
Chief Executive Officer
RSH (Malaysia) Sdn. Bhd.
RSH Manufacturing (M) Sdn. Bhd.
Armaan (M) Sdn. Bhd.
Gagan (Malaysia) Sdn. Bhd.
Ogaan Fashions (M) Sdn. Bhd.
Prasan Fashions (M) Sdn. Bhd.
Mr. Gupta is responsible for the Group’s retail, marketing,
distribution and manufacturing operations in Malaysia. With a
14-year track record of success, Mr. Gupta’s diverse expertise
and strategic vision has proven to be a key contributor to the
Group’s growth. Prior to joining the Group, he was under the
employment of UCO Bank from 1990 to 1995, holding positions
which included the Deputy Chief Officer (Personnel) and the
Deputy Chief Officer (Credit) in UCO Bank’s India operations.
Mr. Gupta holds a Master of Arts degree in Economics from the
University of Rajasthan, India.
Mr. Edward Yee
Chief Executive Officer
Nose (Malaysia) Sdn. Bhd.
Mr. Yee is responsible for the day-to-day management, product
development and business expansion of Nose (Malaysia) Sdn.
Bhd. Having helmed the company since 1998, Mr. Yee is pivotal
to the rapid growth, success and transformation of Nose into one
of the foremost brand names in Malaysia. In 2002, Nose was
integrated into the Group and it has since continued to flourish.
Mr. Yee is also working closely with Singapore, Australia and the
Middle East to expand the novo concept into a multi-faceted
international business. Mr. Yee graduated in London with a Diploma
in Footwear Design and Manufacture.
Mr. Jess Salazar Lacson
Chief Executive Officer
R.S.H. Marketing (Philippines), Inc.
Mr. Lacson is responsible for the Group’s retail, marketing and
distribution operations in the Philippines. He has been with the
Group since 1997. Prior to joining the Group, Mr. Lacson was the
General Manager of the Levi’s division of PT J.G Enterprises in
Indonesia from 1990 to 1997. Mr Lacson has more than 25 years
of experience in the retail, marketing and distribution industry
and has held key positions in several corporations, including
J.Walter Thompson, an adver tising firm, and Ford Motor Co.
(Phils.). Mr. Lacson holds a Business of Science degree in
Architecture from the University of Santo Thomas, Philippines.
Mr. Selvaratnam Thavaneson
Chief Executive Officer
Sports Equipment Holdings Pte Ltd
Sports Equipment 2001 (Malaysia) Sdn. Bhd.
Mr. Thavaneson is responsible for the total business operations
of Spor ts Equipment Holdings and Spor ts Equipment 2001
(Malaysia). He has held that position since early 2001. Prior
to this, he also established Spor ts Equipment (Far East) Pte
Ltd. As the distributor of premium spor ts brand, Umbro, for
Singapore, Brunei and Malaysia, Spor ts Equipment Holdings
has achieved consistent year-on-year double-digit growth. Skilled
in developing growth strategies and operational excellence, Mr.
Thavaneson’s proven ability is vital to the success of the
company. Previously, Mr. Thavaneson was the founder of a
financial and management consultancy firm after a two-year
stint at Char tered Bank. He graduated from the University of
Singapore with a Bachelor of Accountancy in 1970. He is also
a Fellow Cer tified Public Accountant Singapore and ser ved as
a Council member of the Institute of Certified Public Accountants
of Singapore from 1985 to 2001.
Mr. Yeung Kwok Ming, Walter
Chief Executive Officer
RSH (Hong Kong) Limited
Gagan (HK) Limited
Mr. Yeung is responsible for the Group’s retail, marketing and
distribution operations in Hong Kong. He has been with the Group
since 1997 as the Financial Controller and was subsequently promoted
to the position of General Manager. After a four-year stint in another
organization, Mr. Yeung returned as Chief Executive Officer of the
Group’s Hong Kong operations. Mr. Yeung’s extensive 10-year retail
experience has been crucial to the growth and development of the
business. Prior to joining the Group, Mr. Yeung was working in KPMG
from 1988 to 1994 and held key finance positions in Lane Crawford
Department store in Hong Kong from 1994 to 1997. He also held
key management positions in Giordano in the China market. Mr.
Yeung graduated from the Hong Kong Polytechnic and is a Fellow
Certified Public Accountant in Hong Kong.
Mr. Indranu Hati
Chief Operating Officer
Aryan (Thailand) Co., Ltd.
Gagan (Thailand) Co., Ltd.
Armaan (Thailand) Co., Ltd.
Mr. Indranu is responsible for the Group’s retail, marketing and
distribution operations in Thailand. He has been with the Group
since 2007. Prior to joining the Group, Mr. Indranu was the Sales
Director of Nike India from 2005 to 2007. Armed with extensive
business experience from his years in India, he is instrumental
to the Group’s development in Thailand. Previously, Mr. Indranu
also held key positions in several multi-national companies including
Benetton and Tata Group. Mr. Indranu graduated in Commerce
from the University of Calcutta and completed his Hotel
Management course from the same institute.
Mr. Lew Chee Kiong, Lawrence
General Manager
Progolf International (L.L.C.)
Mr. Lew is responsible for the Group’s golf retail, marketing and
013 www.rshlimited.com
distribution operations in the Middle East. He has been with the
Group since 2006 and was instrumental in the conceptualisation
of the first Callaway Golf Store in the Middle East which opened
at the world’s largest mall, The Dubai Mall, in 2008. Prior to
joining the Group, Mr. Lew was with various global express and
logistics companies, including Panalpina and DHL, holding key
management and regional positions in South East Asia and Asia
Pacific. He holds a Bachelor of Commence in Logistics Management
from Curtin University of Technology, Australia.
Ms. Lelaina Lim
Chief Financial Officer
RSH Limited
Ms. Lim joined RSH Limited as Chief Financial Officer in 2008.
She possesses more than 25 years of financial and accounting
experience in various commercial sectors as well as regional
exposure in China and the ASEAN countries. Ms. Lim is familiar
with corporate governance practices in different international
contexts, which is in line with the Group’s geographical
diversification strategy. Prior to RSH Limited, she spent six years
in China in the employment of Electronic Arts Asia Pacific (S)
Pte Ltd, China, as Financial Director from 2006 to 2008 and
International SOS, Greater China, as Regional Financial Controller
from 2003 to 2005. Prior to her stint in China, Ms. Lim was the
Group Financial Controller of GRP Limited and Group Financial
Controller of Oakwell Engineering Limited in Singapore. She
graduated from National University of Singapore with a Bachelor
of Accountancy degree in 1983 and commenced her career with
Ernst & Young as an auditor.
Mr. Woo Mun Hoo
Director, Business Development
RSH Limited
Mr. Woo is responsible for the business development and real-
estate related matters of RSH Limited. He started his career with
KPMG Peat Marwick Malaysia and has worked in various public-
listed companies in Malaysia. Prior to joining the Group in 2007,
Mr Woo was the Regional Chief Financial Officer for Asia Pacific
with LVMH Watch & Jewellery Singapore. He is a member of the
Malaysian Institute of Certified Public Accountants.
Ms. Lim Yin Cheng
Director, Communications
RSH Limited
Ms. Lim joined RSH Limited as Director, Communications in 2008.
Based in Dubai from 2006 to 2008, she was appointed Director
of Communications, Emaar Properties PJSC, where she focused
on the communications for Emaar with its stakeholders,
collaborating with the Sales & Marketing team to achieve a
synchronized communications programme for the group globally.
Currently, Ms. Lim is responsible for the strategic planning,
management and implementation of the corporate communications
and public relations initiatives of RSH Limited on a group level.
Prior to Emaar, she spent thirteen years with the RSH group of
companies. Ms. Lim has 23 years of experience in marketing
communications and corporate communications as well as business
development, and has worked for five years as a Creative Director
in advertising. She graduated with a Bachelor of Arts degree from
the National University of Singapore, majoring in English Literature
and Philosophy.
 CORPORATE GOVERNANCE

The corporate governance report sets out how the Company
has ef fectively applied the principles of good corporate
governance in a disclosure-based regime where accountability
of the Board to the Company’s shareholders and of the
Management to the Board provides the framework for achieving
a mutually beneficial tripartite relationship aimed at creating,
enhancing and growing sustainable shareholders’ value.
The Board of Directors of RSH Limited is committed to ensure
that high standards of corporate governance and transparency
are practised for the protection of shareholders’ interest. This
report outlines the Company’s corporate governance processes
with specific reference to the Code of Corporate Governance
(the “Code”).
BOARD MATTERS
The Board has formed Board Committees namely the Audit
Committee, the Nominating Committee and the Remuneration
Committee to assist in carrying out and discharging its duties
and responsibilities efficiently and effectively.
These Committees function within clearly defined terms of
reference and operating procedures and are reviewed on a
regular basis. The effectiveness of each Committee is also
constantly reviewed by the Board.
Various committees are also formed by the Board when
necessar y to under take and deal with different issues of
RSH Limited.
The following table shows the number of meetings held by
the Board and Board Committees and the attendance of the
Directors for the financial year ended 31 March 2009: -

The Board’s Conduct of its Affairs

Board Audit Remuneration Nominating
Principle 1: Every company should be headed by an effective Committee Committee Committee
Board to lead and control the company. The Board is collectively
responsible for the success of the company. The Board works Number of
meetings held 5 5 3 1
with Management to achieve this and the Management remains
accountable to the Board. H.E. Mohamed Ali
Rashed Alabbar 0 NA NA 0
The Board of Directors (the “Board”) now comprises two
independent Directors, three non-executive Directors, one Mr. Vinod Kumar
Gomber 3 NA NA NA
executive Director and two alternate Directors having the
appropriate mix of core competencies and diversity of Mr. Shravan Gupta 0 NA NA NA
experience to direct and lead the Company. At the date of Mr. Ng Boon Yew 4 4 2 NA
this report, the Board comprises the following members:
Mr. Lew Syn Pau 5 5 3 1
H.E. Mohamed Ali Rashed Alabbar (Chairman)
Mr. Basil Chan 5 5 3 1
Mr. Vinod Kumar Gomber (G.C.E.O.)
Mr. Shravan Gupta Ms. Low Ping
Mr. Ng Boon Yew (Appointed on
20 May 2008,
Mr. Basil Chan alternate director to
Mr. Lew Syn Pau H.E. Mohamed Ali
Ms. Low Ping (Alternate director to H.E. Mohamed Ali Rashed Alabbar) 1 NA NA NA
Rashed Alabbar) Mr. Sanjay Malhotra
Mr. Sanjay Malhotra (Alternate director to Mr. Shravan Gupta) (Appointed on
20 May 2008,
The primary role of the Board is to protect and enhance long- alternate director to
term shareholders’ value. Mr. Shravan Gupta) 2 NA NA NA

Generally the responsibilities of the Board include: NA - Not applicable to Director who is not a member of the Committee

• Reporting to the shareholders and the market;

• Ensuring adequate risk management processes;
• Reviewing internal controls and internal and external audit
reports;
• Monitoring the Board composition, director selection and
Board processes and performance;
• Reviewing and approving executive director’s remuneration;
• Validating and approving corporate strategy;
• Reviewing business results, monitoring budgetary control
and corrective actions (if required); and
• Sanctioning and monitoring major investment and strategic
commitments.
Regular meetings are held to deliberate the strategic policies
of the Company including significant acquisitions and
disposals, review and approve annual budgets, review the
performance of the business and approve the public release
of periodic financial results.
Besides the attendance at meetings, the Board also measures
the contribution of Directors in other forms including periodical
reviews, provision of guidance and advice on various matters
relating to the Group.
Board Composition and Balance
Principle 2: There should be a strong and independent element
on the Board, which is able to exercise objective judgement
on corporate affairs independently, in particular, from
Management. No individual or small group of individuals should
be allowed to dominate the Board’s decision making.
The Board now consists of six Directors, of whom two are
independent Directors, three are non-executive Directors and
one is an executive Director. There are two alternate Directors.

014 www.rshlimited.com
The criterion for independence is based on the definition
given in the Code. The Board considers an “independent”
Director as one who has no relationship with the Company,
its related companies or officers that could inter fere, or be
reasonably perceived to inter fere, with the exercise of the
Director’s independent judgment of the conduct of the
Group’s affairs.
The Board is of the view that the current Board members
comprise persons whose diverse skills, experience and
attributes provide for effective direction for the Group. The
composition of the Board is reviewed on an annual basis by
the Nominating Committee to ensure that the Board has the
appropriate mix of expertise and experience, and collectively
possess the necessar y core competencies for ef fective
functioning and informed decision-making.
As at current date, independent Directors comprise one third
of the Board of Directors. The Board has undertaken a full
review of its composition and is of the opinion that, with a
significant majority of the Directors being non-executive, the
Board continues to be able to exercise objective judgment
independently of the management.
Key information regarding the Directors is given in the ‘Board
of Directors’ section of the annual report.
Particulars of interests of Directors who held office at the
end of the financial year in shares, debentures, warrants and
share options in the Company and in related corporations
(other than wholly-owned subsidiaries) are set out in the
Directors’ Report on pages 36 to 41 of this annual report.
Chairman and Group Chief Executive Officer
Principle 3: There should be a clear division of responsibilities
at the top of the company - the working of the Board and
the executive responsibility of the company’s business -
which will ensure a balance of power and authority, such
that no one individual represents a considerable concentration
of power.
The roles of the Chairman and the Group Chief Executive
Officer (”G.C.E.O.”) are separate and distinct, each having
their own areas of responsibilities. The Company believes
that a distinctive separation of responsibilities between
the Chairman and the G.C.E.O. will ensure an appropriate
balance of power, increased accountability and greater
capacity of the Board for independent decision-making. The
post of Chairman is currently held by H.E. Mohamed Ali
Rashed Alabbar.
As Chairman, H.E. Mohamed Ali Rashed Alabbar is primarily
responsible for overseeing the overall management and
strategic development of the Company.
His responsibilities include:
• Scheduling of meetings (with the assistance of the Company
Secretar y) to enable the Board to per form its duties
responsibly while not interfering with the flow of the Group’s
operations;
• Preparing meeting agenda (in consultation with the G.C.E.O.);
• Assisting in ensuring the Company’s compliance with the
Code;
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• Ensuring that Board Meetings are held when necessar y;
and
• Reviewing board papers before they are presented to the
Board.
In assuming his role and responsibility, H.E. Mohamed Ali
Rashed Alabbar consults with the Board, Audit Committee,
Nominating Committee and Remuneration Committee on major
issues and as such, the Board believes that there are adequate
safeguards in place against having a concentration of power
and authority in a single individual.
Mr. Vinod Kumar Gomber, the G.C.E.O. is in charge of the day-
to-day management of the Group’s affairs. He updates the
Chairman on the per formance of the Group through regular
meetings, and ensures that policies and strategies adopted
by the Board are implemented.
Board Membership
Principle 4: There should be a formal and transparent process
for the appointment of new directors to the Board.
The Nominating Committee (“NC”) comprises the following
three directors, majority of whom, including the Chairman are
independent.
Mr. Lew Syn Pau (Chairman)
Mr. Basil Chan
H.E. Mohamed Ali Rashed Alabbar
The NC functions under the terms of reference which sets out
its responsibilities as follows:
(a) To recommend to the Board on all new board appointments,
re-appointments and re-nominations;
(b) To ensure that independent Directors meet SGX-ST’s
guidelines and criteria; and
(c) To assess the effectiveness of the Board as a whole and
the effectiveness and contribution of each Director to the
Board.
The Articles of Association of the Company require one-third
of the Board to retire from office at each Annual General
Meeting (“AGM”). Accordingly, the Directors will submit
themselves for re-nomination and re-election at regular intervals
of at least once every three years.
The Company has in place policies and procedures for the
appointment of new Directors including the description on
the search and nomination process.
Board Performance
Principle 5: There should be a formal assessment of the
effectiveness of the Board as a whole and the contribution
by each director to the effectiveness of the Board.
The Nominating Committee (“NC”) examines the Board’s
size to satisfy that it is appropriate for effective decision
making, taking into account the nature and scope of the
Company’s operations.
The Nominating Committee had conducted an evaluation
exercise by the Board as a whole, using a set of qualitative
and quantitative criteria, including taking into consideration
the attendance record at the meetings of the Board and Board
Committees and also the contribution of each Director to the
effectiveness of the Board and through the self assessment
by the individual directors. The Nominating Committee had
reviewed and evaluated the per formance of the Board as a
whole and the contribution by individual director and was
satisfied with the performances. Notwithstanding that some
of the Directors have multiple board representations, the NC
was also satisfied that sufficient time and attention had been
given by these Directors to the affairs of the Group.
Access to Information
Principle 6: In order to fulfill their responsibilities, Board
members should be provided with complete, adequate and
timely information prior to board meetings and on an on-
going basis.
All Directors are from time to time furnished with information
concerning the Company to enable them to be fully cognizant
of the decisions and actions of the Company’s executive
management. The Board has unrestricted access to the
Company’s records and information.
Senior members of management staff are available to provide
explanatory information in the form of briefings to the Directors
or formal presentations in attendance at Board meetings, or
by external consultants engaged on specific projects.
The Board has separate and independent access to the
Company Secretaries and to other senior management
executives of the Company and of the Group at all times in
carrying out their duties. A Company Secretary attends all
Board meetings and meetings of the Board committees and
ensures that Board procedures are followed and that applicable
rules and regulations are complied with. The minutes of all
Board committees’ meetings are circulated to the Board.
Each Director has the right to seek independent legal and
other professional advice, at the Company’s expense,
concerning any aspect of the Group’s operations or
undertakings in order to fulfill their duties and responsibilities
as Directors.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7: There should be a formal and transparent procedure
for developing policy on executive remuneration and for fixing
the remuneration packages of individual directors. No director
should be involved in deciding his own remuneration.
The Remuneration Committee (“RC”) comprises three directors,
all are non-executive, and the majority of whom, including the
Chairman are independent. The members of the RC are:
Mr. Basil Chan (Chairman)
Mr. Lew Syn Pau
Mr. Ng Boon Yew
The RC recommends to the Board a framework of remuneration
016 www.rshlimited.com
for the Directors and Executive Officers, and determines
specific remuneration package for each Executive Director.
The recommendations are submitted for endorsement by the
Board.
All aspects of remuneration, including but not limited to
Directors’ fees, salaries, allowances, bonuses and benefits
in kind, are covered by the RC. Each RC member will abstain
from voting on any resolution in respect of his remuneration
package.
The RC functions under the following terms of reference which
sets out its responsibilities:
(a) To recommend to the Board a framework for remuneration
for the Directors and key executives of the Company.
(b) To determine specific remuneration packages for each
Executive Director,
(c) To review the appropriateness of remuneration awarded
to non-executive Directors; and
(d) To review the remuneration of employees occupying
managerial positions who are related to Directors and
substantial shareholders.
The recommendations of the RC are submitted to the Board
for endorsement. The RC is provided with access to expert
professional advice on remuneration matters as and when
necessar y. The expense of such ser vices is borne by the
Company.
Level and Mix of Remuneration
Principle 8: The level of remuneration should be appropriate
to attract, retain and motivate the directors needed to run
the company successfully but companies should avoid paying
more than is necessary for this purpose. A significant proportion
of executive directors’ remuneration should be structured so
as to link rewards to corporate and individual performance.
Disclosure on Remuneration
Principle 9: Each company should provide clear disclosure of
its remuneration policy, level and mix of remuneration, and
the procedure for setting remuneration in the company’s
annual report. It should provide disclosure in relation to its
remuneration policies to enable investors to understand the
link between remuneration paid to directors and key executives,
and performance.
In setting the remuneration packages, the Remuneration
Committee takes into consideration the remuneration and
employment conditions within the industry and in comparable
companies. The remuneration of Non-Executive Directors is
also r eviewed to ensur e that the r emuneration
commensurates with the contributions and responsibilities
of the Directors.
The fee structure for Directors is assessed by the Board
annually after benchmarking such fees against those in the
public and private sectors. RSH Limited believes that the fees
are competitive and its Directors are adequately compensated
and in line with market norms.
The Executive Directors had service agreements which cover
the terms of employment, salaries and other benefits. None immediate family member of a non-executive director:-
of the Non-Executive Directors has any ser vice contracts
with the Company and they receive remuneration by way of
Directors’ fees. These Directors’ fees are proposed by the
Company as a lump sum to be approved by shareholders at Remuneration Band Fixed Salary Bonus Total
the AGM. S$250,000 and below & Benefits

The details of the remuneration of Executive and Non-Executive Immediate family

Directors of the Company, disclosed in the relevant bands, member of a
for services rendered during the financial year ended 31 March Non-executive Director 95% 5% 100%
2009 are as follows:

ACCOUNTABILITY AND AUDIT

Remuneration Band Fees Total
Accountability
Below S$250,000 Principle 10: The Board should present a balanced and
understandable assessment of the company’s performance,
H.E. Mohamed Ali position and prospects.
Rashed Alabbar 100% 100%
The Board is accountable to the shareholders and is mindful
Vinod Kumar Gomber - - of its obligations to furnish timely information and to ensure
full disclosure of material information to shareholders in
Shravan Gupta 100% 100% compliance with statutory requirements and the Listing Manual
of the SGX-ST.
Basil Chan 100% 100%
Price sensitive information is publicly released either before
Lew Syn Pau 100% 100% the Company meets with any group of investors or analysts
or simultaneously with such meetings. Financial results and
Ng Boon Yew 100% 100% annual repor ts are announced or issued within legally
prescribed periods.

In turn, management of the Company provides the Board with

Key Executives of the Group balanced and understandable accounts of the Group’s
performance, financial position and business prospects on a
The Code requires the disclosures of the remuneration of, at regular basis.
minimum, the top five executives who are not Directors and
who are within the remuneration band of S$250,000. The
range of the gross remuneration of the top five key executives Audit Committee
of the Group for the financial year ended 31 March 2009 is
shown below:- Principle 11: The Board should establish an Audit Committee
with written terms of reference which clearly set out its
authority and duties.
Remuneration Band Number of key executives
The Audit Committee comprises three directors, all are non-
2009 2008 executive, the majority of whom, including the Chairman, are
independent. The Audit Committee comprises the following
S$500,000 and above 4 4 members:
S$250,000 to S$499,999 1 1
Mr. Basil Chan (Chairman)
Mr. Lew Syn Pau
Mr. Ng Boon Yew
Total 5 5
The Audit Committee functions under the terms of reference
which sets out its responsibilities as follows:

For competitive reasons, the Company is not disclosing the
identity of the key management executive within the bands.
Immediate Family Member of Directors or Substantial
Shareholders
The following table discloses the composition (in percentage
terms) of the annual remuneration of an employee who is an
(a) To review the audit plans of both the internal and external
auditors;
(b) To review the auditors’ reports and their evaluation of the
Company’s and the Group’s system of internal controls;
(c) To review the effectiveness and adequacy of the internal
audit function which is outsourced to a professional firm;
(d) To review the co-operation given by the Company’s officers
to the internal and external auditors;
(e) To review the financial statements of the Company and

017 www.rshlimited.com
 the Group before submission to the Board;
(f) To nominate and review appointment of internal and
external auditors;
(g) To review with auditors and Management on the general
internal control procedures;
(h) To review the independence of the internal and external
auditors;
(i) To review interested person transactions, if any; and
(j) To appoint internal auditors.
The Audit Committee has the power to conduct or authorise
investigations into any matters within the Audit Committee’s
scope of responsibility. The Audit Committee is authorised to
obtain independent professional advice if it deems necessary
in the discharge of its responsibilities. Such expenses are
borne by the Company. Each member of the Audit Committee
abstains from voting any resolutions in respect of matters he
is interested in.
The Audit Committee has full access to and co-operation of
the Management and has full discretion to invite any Director
or executive officer to attend its meetings, and has been
given reasonable resources to enable it to discharge its
functions.
The Audit Committee meets with both the external and internal
auditors without the presence of the Management at least
once a year.
The Audit Committee reviews the independence of the external
auditors annually. The Audit Committee, having reviewed the
range and value of non-audit services performed by the external
auditors, KPMG, was satisfied that the nature and extent of
such ser vices will not prejudice the independence and
objectivity of the external auditors. The Audit Committee
recommended that KPMG be nominated for re-appointment
as auditors at the forthcoming AGM.
In accordance to Rule 716 of The Singapore Exchange
Securities Trading Limited with respect to the appointment
of different external auditors for different subsidiaries, the
Audit Committee and the Board confirmed that they are
satisfied that such arrangement would not compromise the
standard and ef fectiveness of the external audit of the
Company.
The Company has in place a whistle-blowing framework where
staff of the Company can access the Chairman and members
of the Audit Committee or the Head of Human Resource to
raise concerns about improprieties in matters of financial
reporting or other matters.
Internal Controls and Risk Management
Principle 12: The Board should ensure that the Management
maintains a sound system of internal controls to safeguard
the shareholders’ investments and the company’s assets.
The Audit Committee ensures that a review of the effectiveness
of the Company’s material internal controls, including financial,
operational and compliance controls and risk management,
is conducted annually. In this respect, the Audit Committee
reviews the audit plans, and the findings of the auditors and
ensures that the Company follows up on the auditors’
recommendations raised, if any, during the audit process.
018 www.rshlimited.com
The Group has in place a system of internal control and risk
management for ensuring proper accounting records and
reliable financial information as well as management of
business risks with a view to safeguarding shareholders’
investments and the Company’s assets. The risk management
framework implemented provides for systematic and structured
review and reporting of the assessment of the degree of risk,
evaluation and effectiveness of controls in place and the
requirements for further controls.
Risk Management
The Board, through its Audit Committee, manages the risk
profile of the Group. In line with this, it has developed a risk
management framework that highlights the risk areas of
the Group’s various businesses and reviews this on a regular
basis.
Business Risk
The Group is primarily engaged in retailing, licensing and
distribution of spor ts, golf, active lifestyle and fashion
products. Its revenue is affected by economic sentiment,
consumer spending, and competition from other brands in
various geographical regions in which the Group operates.
In view of this, SWOT analysis is used to regularly review
the ongoing viability of the brands and how market share
may be maintained/increased.
Financial Risk
The Group is committed to a reasonable gearing ratio and
maintains sufficient cash reserves to meet its obligations as
and when it falls due.
The bulk of the Group’s purchases are denominated in US
Dollar and the Euro. In order to minimise the Group’s exposure
to foreign currency fluctuations, it engages in foreign currency
hedging based on purchase commitments.
The areas of risks covered include, but are not limited to the
following:
(a) Planning and fraud considerations;
(b) Cash at banks;
(c) Going concern;
(d) Valuation of financial instruments held at fair value;
(e) Impairment of assets;
(f) Deferred tax recognition;
(g) Disclosure in the financial statements and off-balance
sheet items; and
(h) Communication with those charged with governance.
Internal Audit
Principle 13: The company should establish an internal audit
function that is independent of the activities it audits.
The Company had engaged Protiviti Pte. Ltd. as its internal
auditors. The Internal Auditors reports directly to the Audit
Committee on all internal audit matters.
The primary functions of internal audit are to:
(a) assess if adequate systems of internal controls are in
 place to protect the funds and assets of the Group and to trading laws at all times even when dealing in securities within
ensure control procedures are complied with; permitted trading period.
(b) assess if operations of the business processes under
review are conducted efficiently and effectively; and
(c) identify and recommend improvement to internal control Interested Person Transactions Policy
procedures, where required.
The Company adopted an internal policy in respect of any
The Audit Committee has reviewed the Company’s internal transactions with interested person and has established
control assessment and based on the internal auditors’ and procedures for review and approval of the interested person
external auditors’ reports and the internal controls in place, transactions entered into by the Group. The Audit Committee
it is satisfied that there are adequate internal controls in has reviewed the rationale and terms of the Group’s interested
the Company. person transactions and is of the view that the interested
person transactions are on normal commercial terms and are
not prejudicial to the interests of the shareholders.
COMMUNICATION WITH SHAREHOLDERS
* The interested person transactions transacted for the
Communication with Shareholders financial year ended 31 March 2009 by the Group are as
follows:
Principle 14: Companies should engage in regular, effective
and fair communication with shareholders.
Name of Interested Aggregate value of all interested
Principle 15: Companies should encourage greater shareholder Person person transactions conducted
participation at AGMs and allow shareholders the opportunity under shareholders' mandate
to communicate their views on various matters affecting the pursuant to Rule 920 (excluding
Company. transactions less than S$100,000)
In line with continuous obligations of the Company pursuant
to the SGX-ST’s Listing Rules, the Board’s policy is that all
shareholders be informed of all major developments that H.E. Mohamed Ali
impact the Group. Rashed Alabbar
- Lease of premises S$449,000
Information is also disseminated to shareholders on a timely
basis through: Emaar Properties PJSC
- Lease of premises S$3,882,000
(a) SGXNET announcements and news release;
(b) Annual Report prepared and issued to all shareholders; Aryan Lifestyle Private
(c) Press releases on major developments of the Group; Limited
(d) Notices of and explanator y memoranda for AGMs and - Lease of premises S$135,000
extraordinary general meetings (“EGMs”); and
(e) Company’s website at www.rshlimited.com at which - Purchase of goods S$284,000
shareholders can access information on the Group.

The Company’s AGMs are the principal forums for dialogue
with shareholders. The Chairmen of the Audit, Remuneration
and Nominating Committees are normally available at the
meetings to answer any question relating to the work of
these committees. The External Auditors are also present
to assist the Directors in addressing any relevant queries
by the shareholders.
Material Contracts
There was no material contract entered into by the Company
or any of its subsidiar y companies involving the interest of
the Chief Executive Of ficer, any Director, or controlling
shareholder.

Shareholders are encouraged to attend the AGMs/EGMs to

ensure a high level of accountability and to stay apprised of
the Group’s strategy and goals. Notices of the meetings are
advertised in newspapers and announced on SGXNET.

Dealing In Securities

The Company has in place a policy prohibiting share dealings

by Directors and employees of the Company for the period of
two weeks prior to the announcement of the Company’s
quarterly results and one month prior to the announcement
of the yearly results as the case may be, and ending on the
date of the announcement of the relevant results.

Directors and employees are expected to observe the insider

019 www.rshlimited.com
Name of Directors/ Date of Board of Due for Directorship in other listed
Nature of appointment/ Committee as re-election companies and major appointments
Appointment Date of last Chairman at next AGM
re-election or Member

H.E. Mohamed Ali 26 May 2000 Member: NA Member:

Rashed Alabbar / 27 July 2007 Nominating • Dubai Executive Council (Government of Dubai)
(Non-Executive) Committee
Director:
• Investment Corporation of Dubai (Government
of Dubai)
• Noor Investment Group (Dubai Holding)

Chairman and Executive Director:

• Emaar Properties PJSC, UAE

Chairman:
• The Advisory Council, Dubai
• Emaar, The Economic City, Saudi Arabia
• Emaar MGF Land Limited
• John Laing Homes, USA
• Hamptons International, UK
• The Armani Hotels & Resorts
• Al Salam Bank, Bahrain
• UAE Golf Association

Mr. Lew Syn Pau 25 Sept 2000 Chairman: Retirement Chairman:

(Independent) / 27 July 2007 Nominating under • Stanbridge International Pte Ltd
Committee Article 95 • Carriernet Global Ltd
• Achieva Ltd
Member:
Audit Director:
Committee • Capital Connections Pte Ltd
Remuneration • Blue Sky Investments Ltd
Committee • Stanbridge Maritime Pte Ltd
• Lafe (Emerald Hills) Development Pte Ltd

Independent Director:
• Poh Tiong Choon Logistics Ltd
• Golden Agri-Resources Ltd
• Lafe Corporation Ltd
• Achieva Ltd
• Food Empire Holdings Ltd
• Carriernet Global Ltd

020 www.rshlimited.com
Name of Directors/ Date of Board of Due for Directorship in other listed
Nature of appointment/ Committee as re-election companies and major appointments
Appointment Date of last Chairman at next AGM
re-election or Member

Mr. Basil Chan 12 April 2006 Chairman: NA Director:

(Independent) / 28 July 2008 Audit • AEM Holdings Limited
Committee • Yoma Strategic Holdings Limited
Remuneration • WesTech Electronics Limited
Committee • Singapore Institute of Directors
• MBE Corporate Advisory Pte Ltd
Member: • MBE Capital Pte Ltd
Nominating
Committee

Mr. Ng Boon Yew 25 Sept 2000 Member: NA Director:

(Non-Executive) / 28 July 2008 Audit • Datapulse Technology Limited
Committee • Fischer Tech Ltd
Remuneration • The National Kidney Foundation
Committee • Pek Tiong Seng Foundation
• Pek Chuan Development Pte Ltd
• Raffles Campus Pte Ltd
• Emaar MGF Education Pvt Ltd
• Emaar Education LLC
• Raffles International School LLC
• Emaar Healthcare Group LLC
• Gems TV Holdings Limited
• Emaar (Shanghai) Investment
Consulting Co Ltd
• Bismac Consultants Pte Ltd
• JAB Foundation

Member:
• Securities Industry Council
• Advisory Committee, School of Business,
Singapore Polytechnic
• Board of Trustees, NCC Research Fund,
National Cancer Centre of Singapore Pte Ltd
• Board of Trustees,
Cancer Research and Education Fund,
National Cancer Centre of Singapore Pte Ltd

Chairman:
• Advisory Committee,
Outram Secondary School

021 www.rshlimited.com
Name of Directors/ Date of Board of Due for Directorship in other listed
Nature of appointment/ Committee as re-election companies and major appointments
Appointment Date of last Chairman at next AGM
re-election or Member

Mr. Shravan Gupta 23 April 2007 – NA Executive Vice Chairman & Managing Director:
(Non-Executive) / 27 July 2007 • Emaar MGF Land Limited

Director:
• Emaar MGF Education Private Limited
• MGF Developments Limited
• Sareen Estates Private Limited
• MGF Motors Limited
• MGF Automobiles Limited
• MGF Housing and Infrastructure Private Limited
• MGF Infotech Private Limited
• MGF Metro Mall Private Limited
• MGF Promoters Private Limited
• Aryan Lifestyles Private Limited
• Capital Vehicles Sales Limited
• Columbia Estates Private Limited
• Columbia Holdings Private Limited
• Divine Build Tech Private Limited
• Kerala Cars Private Limited
• Moonlight Continental Private Limited
• Paris Resorts Private Limited
• Shanti Apparels Manufacturing Co Private Limited
• Shrey Promoters Private Limited
• SSP Aviation Limited
• Vishnu Apartments Private Limited (Part IX)
• Yashasvi Buildtech Private Limited
• Yashoda Promoters Private Limited
• Radiant Promoters Private Limited
• Shailvi Estates Private Limited
• Pushpak Promoters Private Limited

Mr. Vinod Kumar 23 April 2007 – Retirement Director:

Gomber / 27 July 2007 under • Boulder Hills Leisure Private Limited
(Executive) Article 95 • Cyderabad Convention Centre Private Limited
• Emaar Hills Township Private Limited
• Emaar America Corporation
• WL Homes LLC
• Emaar Hungary LLC
• Raffles International School LLC
• Turner International Middle East Ltd
• Hamptons Group Ltd
• Alabbar Hotel Management LLC
• Alabbar Hotel Management Ltd

022 www.rshlimited.com
Name of Directors/ Date of Board of Due for Directorship in other listed
Nature of appointment/ Committee as re-election companies and major appointments
Appointment Date of last Chairman at next AGM
re-election or Member

Ms. Low Ping 20 May 2008 Member: NA Director:

(Alternate Director Nominating • Emaar Properties Canada Ltd
to H.E. Mohamed Ali Committee • Emaar Education LLC
Rashed Alabbar)
(Non-Executive)

Mr. Sanjay Malhotra 20 May 2008 – NA Director:

(Alternate Director • Easel Propbuild Private Limited
to Mr. Shravan • Edenic Propbuild Private Limited
Gupta) • Emaar MGF Construction Private Limited
(Non-Executive) • Emaar MGF Projects Private Limited
• Emaar MGF Services Private Limited
• Enamel Propbuild Private Limited
• Nandita Promoters Private Limited
• Pratham Promoters Private Limited
• Prayas Buildcon Private Limited
• TCI Project Management Private Limited
• Vitality Conbuild Private Limited
• Wembley Estates Private Limited
• Leighton Construction (India) Private Limited
• Premier Inn India Private Limited

023 www.rshlimited.com
 CORPORATE INFORMATION

BOARD OF DIRECTORS PRINCIPAL OFFICERS

H.E. Mohamed Ali Rashed Alabbar - Non-Executive Chairman
Mr. Vinod Kumar Gomber - Executive Director
- Group Chief Executive Officer
Mr. Shravan Gupta - Non-Executive Director
Mr. Ng Boon Yew - Non-Executive Director
Mr. Lew Syn Pau - Independent Director
Mr. Basil Chan - Independent Director
Ms. Low Ping - Alternate Director
Mr. Sanjay Malhotra - Alternate Director
Mr. Vinod Kumar Gomber - Group Chief Executive Officer
RSH Limited
Mr. Kesri Singh Kapur - Group Chief Operating Officer
RSH Limited
Mr. David John Reilly - Chief Executive Officer
RSH (Middle East) L.L.C.
R.B.K. Middle East L.L.C (L.L.C.)

Mr. Sandeep Kalra - Chief Executive Officer

AUDIT COMMITTEE RSH (Australia) Pty Ltd

Mr. Basil Chan - Chairman Mr. William Mihran Feast - Chief Executive Officer
Mr. Lew Syn Pau RSH (Singapore) Pte Ltd
Mr. Ng Boon Yew
Mr. O. P. Gupta - Chief Executive Officer
RSH (Malaysia) Sdn. Bhd.
REMUNERATION COMMITTEE RSH Manufacturing (M) Sdn. Bhd.
Armaan (M) Sdn. Bhd.
Mr. Basil Chan - Chairman Gagan (Malaysia) Sdn. Bhd.
Mr. Lew Syn Pau Ogaan Fashions (M) Sdn. Bhd.
Mr. Ng Boon Yew Prasan Fashions (M) Sdn. Bhd.

Mr. Edward Yee - Chief Executive Officer

NOMINATING COMMITTEE Nose (Malaysia) Sdn. Bhd.

Mr. Lew Syn Pau - Chairman Mr. Jess Salazar Lacson - Chief Executive Officer
Mr. Basil Chan R.S.H. Marketing (Philippines), Inc.
H.E. Mohamed Ali Rashed Alabbar
Mr. Yeung Kwok Ming Walter - Chief Executive Officer
RSH (Hong Kong) Limited
AUDITORS Gagan (HK) Limited

KPMG LLP Mr. Selvaratnam Thavaneson - Chief Executive Officer

Certified Public Accountants Sports Equipment Holdings Pte Ltd
16 Raffles Quay #22-00 Sports Equipment 2001 (Malaysia) Sdn. Bhd.
Hong Leong Building
Singapore 048581 Mr. Indranu Hati - Chief Operating Officer
Partner-in-charge: Mr. Quek Shu Ping (since FY 2007) Aryan (Thailand) Co., Ltd.
Gagan (Thailand) Co., Ltd.
Armaan (Thailand) Co., Ltd.
COMPANY SECRETARIES
Mr. Lew Chee Kiong Lawrence - General Manager
Ms. Foo Soon Soo Progolf International (L.L.C.)
Ms. Prisca Low
Ms. Lelaina Lim - Chief Financial Officer
RSH Limited
REGISTERED OFFICE
Mr. Woo Mun Hoo - Director
190 MacPherson Road Business Development
#07-08 Wisma Gulab RSH Limited
Singapore 348548
Tel: (65) 6746 6555 Ms. Lim Yin Cheng - Director
Fax: (65) 6749 3077 Communications
RSH Limited

SHARE REGISTRATION OFFICE

M&C Services Private Limited

138 Robinson Road #17-00
The Corporate Office
Singapore 068906

024 www.rshlimited.com
 OPERATIONS REVIEW
The Group reported a revenue of S$773.1 million for the fiscal
year ended 31 March 2009 - 5.3 per cent higher than a year
ago. The revenue growth arose mainly from the Group’s retail
business, which contributed 72.6 per cent to the total increase.
This was a result of our continuous strategy to expand through
the opening of new stores as well as the strong market
sentiments in the Middle East. The Middle East operations
contributed almost entirely to the 5.3 per cent increase in
Group’s revenue.
Profit from operations this year was S$23.5 million and net
profit after taxation was S$16.4 million, registering a 13.0
per cent increase over last year on the back of tax credit and
increased revenue.
SOUTH-EAST ASIA
South-east Asia, the Group’s largest market, accounted for
nearly two thirds of the total revenue. Sales were largely flat,
increasing 0.8 per cent to S$451.8 million from S$448.4
million, as a result of the global financial crisis and political
instability in cer tain markets within the Group. Growth in
revenue for South-east Asia was due mainly to the full 12-
month operation of new stores, which were opened in Malaysia
last year.
Net profit fell 9.4 per cent to S$30.0 million, against S$33.2
million posted a year ago. The decline in net profit was due
primarily to an increase in operating expenses driven by rising
rental costs. In Singapore, measures implemented by the
Government mitigated the higher operating expenses.
NORTH ASIA
Revenue from North Asia operations dipped 3.6 per cent, or
S$2.5 million, to S$66.6 million for the fiscal year ended March
2009. This was attributed to declining consumer spending
amidst the economic downturn in addition to the weakening
of the Hong Kong dollar against the Singapore dollar.
Profit before tax was S$0.6 million, registering a decline of
69.2 per cent, or S$1.3 million, mainly on the back of lower
revenue, reduction in margins and higher operating expenses.
SOUTH ASIA
South Asia operations recorded S$16.5 million revenue, which
was 21.3 per cent lower than S$21.0 million reported a year
ago. The decline resulted from the Group’s strategic decision
025 www.rshlimited.com
to exit from loss-making distribution channels, exercise stricter
credit control and implement more aggressive marketing plans
to reduce inventor y holding. Consequently, the loss before
tax was reduced by 35.1 per cent, or S$3.2 million, to S$6.0
million for the year under review.
THE MIDDLE EAST
This region benefited greatly from high fuel prices in 2008
that led to higher consumer spending. The Group’s Middle
East operations posted a robust double-digit growth of 32.7
per cent in revenue from S$118.2 million to S$156.8 million
for the year under review. Of the S$38.6 million increase in
revenue, the retail business contributed 75.0 per cent to the
increase. This was due partly to the growth in sales for existing
stores as well as the opening of new stores. The Group took
up approximately 89,000 square feet of retail space in two
mega shopping malls in Dubai which commenced operations
in November / December 2008. The distribution business also
contributed about 25.0 per cent to revenue growth partly due
to a one-time contract secured with an institutional customer.
On account of the strong increase in revenue, profit before
tax surged 39.4 per cent year-on-year from S$13.5 million to
S$18.9 million for the fiscal year ended March 2009.
SOUTH PACIFIC
In Australian dollar terms, revenue increased by 16.8% over
the previous year. This was due mainly to the effect of full
12-month contribution from the distribution business as well
as a focused strategy of sharpening brand image, improved
gross margins and better merchandise mix in managing the
retail business. However, with a 10.3 per cent depreciation
of the Australian dollar against the Singapore dollar, revenue
from our operations in South Pacific grew by 4.8 per cent to
S$81.4 million.
Loss before tax widened by 32.7 per cent to S$20.1 million in
FY 2009 compared to S$15.2 million reported last year. If we
were to exclude the S$10.0 million impairment charge, net
loss for the year would have been S$10.1 million, which is a
significant reduction from S$15.2 million from the year before.
 FINANCIAL HIGHLIGHTS

(S$ ‘000) Notes 2005 2006 2007 2008 2009

Financial Profile
Revenue 422,918 554,190 653,801 734,262 773,101
Profit before Taxation 22,088 22,466 21,452 24,317 23,451
Profit Attributable to 16,046 14,977 12,333 13,728 16,154
Shareholders

Financial Position
Shareholders’ Funds 90,869 108,151 115,809 126,512 138,274
Total Assets 228,925 345,217 371,286 377,456 395,447
Total Liabilities (133,081) (230,794) (249,233) (244,286) (252,484)

Per Share Data

Net Tangible Assets 24.65 17.60 20.54 27.02 34.55
Per Share (Cents)
Earnings Per Share 4.76 4.25 3.50 3.89 4.58
(Cents)

Debt/Equity (Times) (a) 1.46 2.13 2.15 1.93 1.83

Notes:
(a) Total liabilities/total equity (excluding Minority Interest)

REVENUE BY REGION

South Pacific South-East Asia South Pacific South-East Asia

81,354 451,840 77,621 448,397

Middle East
Middle East 118,208
156,816

South Asia
20,953
South Asia
16,496
North Asia
North Asia 69,083
66,595

FY 2009 FY 2008

026 www.rshlimited.com
 FINANCIAL HIGHLIGHTS
(cont’d)

FINANCIAL PROFILE
Revenue in S$’000 Profit Attributable to Shareholders in S$’000

800,000 20,000
700,000 773,101
600,000 734,262 15,000
653,801 16,046 16,154
500,000 14,977
554,190 13,728
400,000 10,000 12,333
422,918
300,000
200,000 5,000
100,000
0 0
2005 2006 2007 2008 2009 2005 2006 2007 2008 2009

FINANCIAL POSITION
Shareholders’ Funds in S$’000 Total Assets in S$’000

140,000 400,000
120,000 138,274 350,000 395,447
126,512 371,286 377,456
100,000 300,000 345,217
115,809
108,151 250,000
80,000
90,869 200,000
60,000 228,925
150,000
40,000 100,000
20,000 50,000
0 0
2005 2006 2007 2008 2009 2005 2006 2007 2008 2009

PER SHARE DATA

Net Tangible Assets Per Share (Cents) Earnings Per Share (Cents)

35.00 5.00
30.00 34.55 4.76
4.00 4.58
25.00 4.25
27.02 3.89
20.00 24.65 3.00 3.50
20.54
15.00 17.60 2.00
10.00
1.00
5.00
0.00 0.00
2005 2006 2007 2008 2009 2005 2006 2007 2008 2009

027 www.rshlimited.com
 GROUP STRUCTURE

100%
RSH Holdings Pte Ltd*
49%
FAMAS Solutions Pte. Ltd.^

20%
iOM Holdings Private Limited ^

40%
Sephora Singapore Pte. Ltd.
RSH Training Centre
(M) Sdn. Bhd.º

100%
Singapore
100%
Armaan (M) Sdn. Bhd.

100%
Gagan (Malaysia) Sdn. Bhd.

100%
Ogaan Fashions (M) Sdn. Bhd.

Prasan Fashions (M) Sdn. Bhd. 100%

RSH Limited
(Singapore)*

Malaysia
Thailand

49%

RSH (Thailand) Co., Ltd *

51%
Gagan (Thailand) Co., Ltd.

51%
Aryan (Thailand) Co., Ltd.

51%
Armaan (Thailand) Co., Ltd.

No. of companies
* Investment Holding Company 3 (include RSH Limited)

º Dormant Company 1
^ Inactive Company 2

Operating Company 8

Total 14

028 www.rshlimited.com
 GROUP STRUCTURE
(cont’d)

100%
RSH (Singapore) Pte Ltd
60%
Royalvasco Pte. Ltd. º
100%
Armaan Pte. Ltd.
100%
Aryan (SEA) Private Limited
100%
Gagan Holdings Pte Ltd
100%
Prasan Pte. Ltd.
100%
Novo Pte. Ltd. º
Nose (Malaysia) 51% RSH (Malaysia) 100%
Sdn. Bhd. Sdn. Bhd. 40%
Puma Sports Singapore Pte. Ltd.
RSH Land 100% 51% Sports Equipment 100% Sports Equipment 2001
(M) Sdn. Bhd.º RSH Manufacturing 100% Holdings Pte Ltd (Malaysia) Sdn. Bhd.
RSH Resources 100% (M) Sdn. Bhd.
75% R.S.H. Marketing 100% R.S.H. Marketing
(M) Sdn. Bhd.º (Phil) Pte Ltd * (Philippines), Inc.
Puma Sports 40%
Goods Sdn. Bhd.

Singapore 100% RSH (Hong Kong)

Limited
Progolf 100% RSH (Middle East) 100%
Malaysia Hong Kong
International 100% Gagan (HK) Limited
L.L.C.
(L.L.C.)
R.B.K. Middle East 100%
L.L.C (L.L.C.)

RSH Holdings
Middle East Pte Ltd Thailand
(Singapore)*
49%
Gagan (Thailand) Co., Ltd.
49% Aryan (Thailand) Co., Ltd.
49% Armaan (Thailand) Co., Ltd.
Australia India
Others
- S.E.A.
99.82% 50% RSH Distribution 100% S.S.S. Sports
RSH (Australia) Pty Ltd (India) India
Private Limited Private Limited º

60%
RSH Sports (B) Sdn Bhdº
85%
PT Gagan Indonesia

No. of companies
* Investment Holding Company 1 (exclude RSH Holdings)

º Dormant Company 6

Operating Company 21 (exclude Gagan (Thailand) Co., Ltd.,

Aryan (Thailand) Co., Ltd. and Armaan (Thailand) Co., Ltd.)

Total 28

029 www.rshlimited.com
 BRAND PORTFOLIO

SPORTS

Brand Product Type Since Territories

Adidas Apparel, footwear and accessories 2005 Indonesia, Malaysia, Singapore and UAE

Babolat Badminton, squash and tennis 1984 Malaysia and Singapore

racquets, and accessories

Body Sculpture Sports equipment 1991 Hong Kong, Malaysia and Singapore

Dunlop Tennis, squash and badminton 2001 India

racquets and accessories. Golf
equipment and accessories.

New Balance Apparel, footwear and accessories 2000 Bahrain, Hong Kong, Kuwait, Oman, Qatar, Saudi
Arabia, Thailand and UAE

Nike Apparel, footwear and accessories 1993 Hong Kong, Indonesia, Malaysia and Singapore

Puma Apparel, footwear, accessories 2002 Malaysia and Singapore

and equipment

Reebok Apparel, footwear, accessories 1987 Bahrain, Kuwait, Malaysia, Oman, Philippines, Qatar,
and equipment Saudi Arabia, Singapore and UAE

Sof Sole Shoes insole and maintenance 2001 Hong Kong and Singapore
accessories

Speedo Swimwear, footwear, apparel and 1992 Bahrain, Cote I'voire, Egypt, Gabon, Jordan, Kenya,
accessories Kuwait, Libya, Malaysia, Morocco, Nigeria, Oman,
Qatar, Saudi Arabia, Sierra Leone, Singapore, Tanzania,
Tunisia and UAE

Umbro Apparel, footwear and accessories 2000 Bahrain, Egypt, India, Kuwait, Malaysia, Oman,
Philippines, Qatar, Saudi Arabia, Singapore and UAE

Wilson Golf, tennis and other sports 1982 Singapore

equipment

030 www.rshlimited.com
ACTIVE LIFESTYLE

Brand Product Type Since Territories

Billabong Apparel and accessories 2002 Bahrain, Jordan, Kuwait, Lebanon, Oman, Qatar,
Saudi Arabia and UAE

Caterpillar Footwear 2001 India, Malaysia and Singapore

DC Shoes Footwear 2007 UAE

Diesel Footwear 1999 Singapore

Element Apparel and footwear 2006 UAE

Everlast Apparel for men and women 2002 UAE

Grendha Footwear 1998 Malaysia and Singapore

High Sierra Bags 2001 Hong Kong

Ipanema Footwear 1998 Malaysia and Singapore

JanSport Alpine packs, day packs, luggage 1998 Malaysia and Singapore
travel accessories and bags

Lacoste Apparel, footwear and accessories 1979 Singapore

Le Coq Sportif Apparel, footwear and accessories 2003 Singapore

Merrell Footwear 2001 Malaysia and Singapore

Nautica Footwear, apparel and accessories 1997 Malaysia and Singapore

Osim Healthcare equipment 2000 UAE

Quiksilver Apparel and accessories 2000 UAE

Rider Footwear 1998 Hong Kong, Malaysia and Singapore

Rockport Footwear and accessories 1992 Malaysia, Philippines, Singapore and UAE

Roxy Apparel and accessories 2008 UAE

Scorpion Inline skates and accessories 2003 Hong Kong, Malaysia and Singapore

Teva Footwear 2002 UAE

Tifosi Eyewear 2007 Hong Kong and Singapore

Union Bay Apparel, footwear and accessories 1998 UAE

Vans Apparel, footwear and accessories 1997 Malaysia, Philippines and Singapore

031 www.rshlimited.com
GOLF

Brand Product Type Since Territories

Adams Golf equipment and accessories 1997 Hong Kong and Malaysia

Ashworth Golf apparel, headwear and 1990 Bahrain, Egypt, Kuwait, Lebanon, Oman, Qatar, Saudi
accessories Arabia and UAE

Ben Hogan Golf equipment, accessories and 2005 Bahrain, Egypt, Kenya, Kuwait, Lebanon, Madagascar,
bags Mauritius, Oman, Pakistan, Qatar, Saudi Arabia,
Tunisia and UAE

Burberry Golf Golf apparel and accessories 2002 Bahrain, Egypt, Oman, Qatar, Saudi Arabia and UAE

Callaway Golf apparel, headwear and 1990 Bahrain, Egypt, Kuwait, Lebanon, Oman, Qatar, Saudi
(Apparel) accessories Arabia and UAE

Callaway Golf equipment, accessories and 1991 Bahrain, Egypt, Kenya, Kuwait, Lebanon, Madagascar,
(Hardware) bags Mauritius, Oman, Pakistan, Qatar, Saudi Arabia,
Tunisia and UAE

Champ Golf accessories 2000 Hong Kong, Malaysia, and UAE

Cleveland Golf equipment, accessories and 1997 Bahrain, Egypt, Kuwait, Qatar, Saudi Arabia and UAE
bags

Cutter & Buck Apparel, headwear and 1999 Bahrain, Iran, Kuwait, Lebanon, Oman, Pakistan,
accessories Qatar, Saudi Arabia, Seychelles and UAE

Daphne’s Headcovers 2006 Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and UAE
Headcovers

Green Belt 2007 Hong Kong, Malaysia, and UAE

Friendly Golf

Greg Norman Golf apparel, bags and accessories 1992 Hong Kong, Malaysia, and Singapore.

Mizuno Golf footwear, equipment, 1986 Bahrain, Egypt, Iraq, Israel, Jordan, Kuwait, Lebanon,
accessories and bags Malaysia, Oman, Qatar, Saudi Arabia, Singapore,
Syria, UAE and Yemen

Odyssey Golf equipment, accessories and 1997 Bahrain, Egypt, Kenya, Kuwait, Lebanon, Madagascar,
bags Mauritius, Oman, Pakistan, Qatar, Saudi Arabia,
Tunisia and UAE

Ogio Golf bags 2001 Bahrain, Hong Kong, Kuwait, Malaysia, Oman, Qatar,
Saudi Arabia, Singapore and UAE

Oscar Jacobson Golf apparel, headwear and 2008 Bahrain, Egypt, India, Kuwait, Oman, Pakistan, Qatar,
accessories Saudi Arabia and UAE

STS Golfwear Golf accessories and apparel 2002 Singapore

Top Flite Golf equipment, accessories and 2004 Bahrain, Egypt, Kenya, Kuwait, Lebanon, Madagascar,
bags Mauritius, Oman, Pakistan, Qatar, Saudi Arabia,
Tunisia and UAE

U.S. Kids Golf Golf footwear, equipment, bags 1998 Bahrain, Hong Kong, Kuwait, Malaysia, Oman, Qatar,
and accessories Saudi Arabia, Singapore and UAE

032 www.rshlimited.com
FASHION

Brand Product Type Since Territories

Alain Figaret Apparel for men and women 2006 UAE

bebe Ladies’ apparel, footwear and 1999 Bahrain, Indonesia, Malaysia, Qatar, Saudi Arabia,
accessories Singapore, Thailand and UAE

Brera Footwear 2007 Malaysia

Dunhill Apparel, leather goods and 2006 Indonesia

accessories for men

Evita Peroni Hair accessories, scarves, 1998 Indonesia, Singapore and UAE
sunglasses and fashion jewellery

Fox Apparel, footwear and fashion 2004 Australia

accessories for men and women

Jaeger Ladies’ apparel and accessories 2008 Thailand

Mango Ladies’ apparel, footwear and 2002 Australia, Hong Kong and Singapore
fashion accessories

Massimo Dutti Apparel, footwear and fashion 2006 Malaysia, Singapore and Thailand
accessories for men and women

Mumbai Se Indian fusion fashion and lifestyle 2004 Malaysia, Singapore and UAE

Naf Naf Apparel, footwear and accessories 2008 Singapore

women

novo Ladies’ footwear 2002 Australia, Indonesia, Malaysia, New Zealand,

(Nose, Nouveau) Singapore and UAE

Promod Apparel, footwear and accessories 2006 Indonesia

for women

Pull and Bear Apparel, footwear and fashion 2006 Malaysia and Singapore
accessories for men and women

Ted Baker Apparel, footwear and fashion 2006 Indonesia, Malaysia, Singapore, Thailand and UAE
accessories for men and women

Westco Jeans and streetwear 2001 Australia

women’secret Apparel, footwear and accessories 2002 Malaysia and Singapore

for women

Zara Apparel, footwear and fashion 2002 Malaysia, Singapore and Thailand
accessories for men, women and
children

WATCHES

Tag Heuer Watches 2004 Hong Kong, Malaysia and Singapore

BEAUTY AND COSMETICS

Sephora Beauty and cosmetics 2008 Singapore

033 www.rshlimited.com
 CONTENTS
036 Directors’ Report • 042 Statement by Directors • 043 Independent Auditors' Report
044 Balance Sheets • 045 Consolidated Income Statement • 046 Consolidated Statement of Changes in Equity
047 Consolidated Cash Flow Statement • 049 Notes to the Financial Statements • 084 Supplementary Information
085 Statistics of Shareholdings • 087 Renewal of Shareholders' Mandate
095 Notice of Thirty-First Annual General Meeting • 097 Proxy Form
RSH LIMITED
and its subsidiaries

financial report
year ended 31 march 2009
DIRECTORS’ REPORT
We are pleased to submit this annual report to the members of the Company together with the audited financial statements
for the financial year ended 31 March 2009.

DIRECTORS

The directors in office at the date of this report are as follows:

H.E. Mohamed Ali Rashed Alabbar

Vinod Kumar Gomber
Shravan Gupta
Lew Syn Pau
Ng Boon Yew
Basil Chan
Low Ping (Appointed on 20 May 2008, alternate director to H.E. Mohamed Ali Rashed Alabbar)
Sanjay Malhotra (Appointed on 20 May 2008, alternate director to Mr. Shravan Gupta)

DIRECTORS’ INTERESTS

According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter
50, particulars of interests of directors who held office at the end of the financial year (including those held by their
spouses and infant children) in shares and debentures in the Company and in related corporations (other than wholly-
owned subsidiaries) are as follows:

HOLDINGS AT HOLDINGS AT HOLDINGS AT

BEGINNING OF END OF 21 APRIL 2009
THE YEAR THE YEAR

NAME OF DIRECTOR AND CORPORATION

IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________

H.E. Mohamed Ali Rashed Alabbar For shares each fully paid
_______________________________________________________________________________________________________________

RSH Limited
- ordinary shares
- direct 70,067,633 - -
- deemed - 72,548,133 70,048,133
_______________________________________________________________________________________________________________

Royalvasco Pte. Ltd.

- deemed interests in ordinary shares 300,000 300,000 300,000
_______________________________________________________________________________________________________________

Sports Equipment Holdings Pte Ltd

- deemed interests in ordinary shares 1,020,000 1,020,000 1,020,000
_______________________________________________________________________________________________________________

Sports Equipment 2001 (Malaysia) Sdn. Bhd.

- deemed interests in ordinary shares of RM1 each 255,000 255,000 255,000
___________________________________________________________________________________________________________

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 HOLDINGS AT HOLDINGS AT HOLDINGS AT
BEGINNING OF END OF 21 APRIL 2009
THE YEAR THE YEAR

NAME OF DIRECTOR AND CORPORATION

IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________

H.E. Mohamed Ali Rashed Alabbar For shares each fully paid
_______________________________________________________________________________________________________________

R.S.H. Marketing (Phil) Pte Ltd

- deemed interests in ordinary shares 2,308,905 2,308,905 2,308,905
_______________________________________________________________________________________________________________

R.S.H. Marketing (Philippines), Inc.

- deemed interests in ordinary shares
of Peso 1 each 42,040,514 42,040,514 42,040,514
_______________________________________________________________________________________________________________

Nose (Malaysia) Sdn. Bhd.

- deemed interests in ordinary shares
of RM1 each 255,000 255,000 255,000
_______________________________________________________________________________________________________________

RSH (Thailand) Co., Ltd.

- deemed interests in ordinary shares
of THB100 each 490 490 490
_______________________________________________________________________________________________________________

RSH (Australia) Pty Ltd

- deemed interests in ordinary "A" shares 10,959,166 10,959,166 10,959,166
- deemed interests in ordinary "B" shares 333,333 333,333 333,333
- deemed interests in ordinary "C" shares 41,250 41,250 41,250
- deemed interests in A Class preference shares 23,232,334 23,232,334 23,232,334
_______________________________________________________________________________________________________________

RSH Distribution (India) Private Limited

- deemed interests in ordinary shares
of Rupees 10 each 10,408 10,408 10,408
- deemed interests in 8% redeemable
non-cumulative preference shares
of Rupees 100 each 1,254,500 1,254,500 1,254,500
- deemed interests in 8% convertible
non-cumulative preference shares
of Rupees 100 each 784,800 1,172,072 1,172,072
______________________________________________________________________________________________________________

S.S.S. Sports India Private Limited

- deemed interests in ordinary shares
of Rupees 10 each 10,000 10,000 10,000
______________________________________________________________________________________________________________

PT Gagan Indonesia
- deemed interests in ordinary shares
of IDR500,000 each 425 425 425
______________________________________________________________________________________________________________

RSH Sports (B) Sdn Bhd

- deemed interests in ordinary shares
of B$1 each 300,000 300,000 300,000
___________________________________________________________________________________________________________

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 HOLDINGS AT HOLDINGS AT HOLDINGS AT
BEGINNING OF END OF 21 APRIL 2009
THE YEAR THE YEAR

NAME OF DIRECTOR AND CORPORATION

IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________

H.E. Mohamed Ali Rashed Alabbar For shares each fully paid
_______________________________________________________________________________________________________________

FAMAS Solutions Pte. Ltd.

- deemed interests in ordinary shares 1,938,003 1,938,003 1,938,003
_______________________________________________________________________________________________________________

iOM Holdings Pte Ltd

- deemed interests in ordinary shares 38,000 38,000 38,000
_______________________________________________________________________________________________________________

Puma Sports Singapore Pte. Ltd.

- deemed interests in ordinary shares 1,527,265 1,527,265 1,527,265
_______________________________________________________________________________________________________________

Puma Sports Goods Sdn. Bhd.

- deemed interests in ordinary shares
of RM1 each 1,996,664 1,996,664 1,996,664=
_______________________________________________________________________________________________________________

Armaan (Thailand) Co., Ltd.

- deemed interest in ordinary shares - 100,000 100,000
_____________________________________________________________________________________________________________

Sephora Singapore Pte. Ltd.

- deemed interest - 1,720,000 1,720,000
___________________________________________________________________________________________________________

SHARES SHARES SHARES

PARTIALLY PAID FULLY PAID FULLY PAID

Gagan (Thailand) Co., Ltd.

- deemed interests in ordinary shares
of THB100 each 73,988 73,988 73,988
___________________________________________________________________________________________________________

Aryan (Thailand) Co., Ltd.

- deemed interests in ordinary shares
of THB100 each 73,986 73,986 73,986
___________________________________________________________________________________________________________

Shravan Gupta For shares each fully paid

___________________________________________________________________________________________________________

RSH Limited
- ordinary shares 216,169,245 216,169,245 216,169,245
___________________________________________________________________________________________________________

Royalvasco Pte. Ltd.

- deemed interests in ordinary shares 300,000 300,000 300,000
___________________________________________________________________________________________________________

Sports Equipment Holdings Pte Ltd

- deemed interests in ordinary shares 1,020,000 1,020,000 1,020,000
___________________________________________________________________________________________________________

Sports Equipment 2001 (Malaysia) Sdn. Bhd.

- deemed interests in ordinary shares
of RM1 each 255,000 255,000 255,000
___________________________________________________________________________________________________________

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 HOLDINGS AT HOLDINGS AT HOLDINGS AT
BEGINNING OF END OF 21 APRIL 2009
THE YEAR THE YEAR

NAME OF DIRECTOR AND CORPORATION

IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________

Shravan Gupta For shares each fully paid

_______________________________________________________________________________________________________________

R.S.H. Marketing (Phil) Pte Ltd

- deemed interests in ordinary shares 2,308,905 2,308,905 2,308,905

_______________________________________________________________________________________________________________

R.S.H. Marketing (Philippines), Inc.

- deemed interests in ordinary shares
of Peso 1 each 42,040,514 42,040,514 42,040,514
_______________________________________________________________________________________________________________

Nose (Malaysia) Sdn. Bhd.

- deemed interests in ordinary shares
of RM1 each 255,000 255,000 255,000
_______________________________________________________________________________________________________________

RSH (Thailand) Co., Ltd.

- deemed interests in ordinary shares
of THB100 each 490 490 490
_______________________________________________________________________________________________________________

RSH (Australia) Pty Ltd

- deemed interests in ordinary "A" shares 10,959,166 10,959,166 10,959,166
- deemed interests in ordinary "B" shares 333,333 333,333 333,333
- deemed interests in ordinary "C" shares 41,250 41,250 41,250
- deemed interests in A Class preference shares 23,232,334 23,232,334 23,232,334
_______________________________________________________________________________________________________________

RSH Distribution (India) Private Limited

- deemed interests in ordinary shares
of Rupees 10 each 10,408 10,408 10,408
- deemed interests in 8% redeemable
non-cumulative preference shares
of Rupees 100 each 1,254,500 1,254,500 1,254,500
- deemed interests in 8% convertible
non-cumulative preference shares
of Rupees 100 each 784,800 1,172,072 1,172,072
_______________________________________________________________________________________________________________

S.S.S. Sports India Private Limited

- deemed interests in ordinary shares
of Rupees 10 each 10,000 10,000 10,000
_______________________________________________________________________________________________________________

PT Gagan Indonesia
- deemed interests in ordinary shares
of IDR500,000 each 425 425 425
_______________________________________________________________________________________________________________

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 HOLDINGS AT HOLDINGS AT HOLDINGS AT
BEGINNING OF END OF 21 APRIL 2009
THE YEAR THE YEAR

NAME OF DIRECTOR AND CORPORATION

IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________

Shravan Gupta For shares each fully paid

_______________________________________________________________________________________________________________

RSH Sports (B) Sdn Bhd

- deemed interests in ordinary shares
of B$1 each 300,000 300,000 300,000
_______________________________________________________________________________________________________________

FAMAS Solutions Pte. Ltd.

- deemed interests in ordinary shares 1,938,003 1,938,003 1,938,003
_______________________________________________________________________________________________________________

iOM Holdings Pte Ltd

- deemed interests in ordinary shares 38,000 38,000 38,000
_______________________________________________________________________________________________________________

Puma Sports Singapore Pte. Ltd.

- deemed interests in ordinary shares 1,527,265 1,527,265 1,527,265
_______________________________________________________________________________________________________________

Puma Sports Goods Sdn. Bhd.

- deemed interests in ordinary shares
of RM1 each 1,996,664 1,996,664 1,996,664
_______________________________________________________________________________________________________________

Armaan (Thailand) Co., Ltd.

- deemed interest in ordinary shares - 100,000 100,00
_______________________________________________________________________________________________________________

Sephora Singapore Pte. Ltd.

- deemed interest - 1,720,000 1,720,000
_______________________________________________________________________________________________________________

SHARES SHARES SHARES

PARTIALLY PAID FULLY PAID FULLY PAID
_______________________________________________________________________________________________________________

Gagan (Thailand) Co., Ltd.

- deemed interests in ordinary shares
of THB100 each 73,988 73,988 73,988
_______________________________________________________________________________________________________________

Aryan (Thailand) Co., Ltd.

- deemed interests in ordinary shares
of THB100 each 73,986 73,986 73,986
_______________________________________________________________________________________________________________

By virtue of Section 7 of the Companies Act, Chapter 50, H.E. Mohamed Ali Rashed Alabbar and Shravan Gupta are
deemed to have interests in each of the other wholly-owned subsidiaries of RSH Limited, at the beginning and at the
end of the financial year.

Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares
or debentures of the Company, or of related corporations, either at the beginning, or date of appointment if later, or at
the end of the financial year.

Neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose
objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the
acquisition of shares in or debentures of the Company or any other body corporate.

040 www.rshlimited.com
Except for salaries, bonuses and fees and those benefits that are disclosed in this report and in Note 28 to the financial
statements, since the end of the last financial year, no director has received or become entitled to receive, a benefit
by reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is a
member, or with a company in which he has a substantial financial interest.

SHARE OPTIONS

During the financial year, there were:

(i) no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company
or its subsidiaries; and

(ii) no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.

As at the end of the financial year, there were no unissued shares of the Company or its subsidiaries under option.

AUDIT COMMITTEE

The Audit Committee comprises two independent directors and a non-executive director. The members of the Audit
Committee during the year and at the date of this report are:

• Basil Chan (Chairman and Independent Director)

• Lew Syn Pau (Independent Director)
• Ng Boon Yew (Non-Executive Director)

The financial statements, accounting policies and system of internal accounting controls are the responsibility of the
Board of Directors acting through the Audit Committee. The Audit Committee performs the functions set out in Section
201B(5) of the Companies Act, Chapter 50, the Listing Manual and the Code of Corporate Governance.

The Audit Committee meets periodically. The functions of the Audit Committee include reviewing the scope of work of
the internal and external auditors and the assistance given by the Company to the auditors, receiving and considering
the reports of the internal and external auditors including their evaluation of the system of internal controls. The financial
statements of the Group and of the Company were reviewed by the Audit Committee prior to their submission to the
directors of the Company for adoption.

The Audit Committee has full access to management and is given the resources required to discharge its functions. It
has full authority and the discretion to invite any director or executive officer to attend its meetings. The Audit Committee
also recommends the appointment of the external auditors and reviews the level of audit and non-audit fees.

In addition, the Audit Committee has, in accordance with Chapter 9 of the Singapore Exchange Listing Manual, reviewed
the requirements for approval and disclosure of interested person transactions, reviewed the internal procedures set
up by the Company to identify and report and where necessary, seek approval for interested person transactions and
reviewed interested person transactions.

The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended
to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming
Annual General Meeting of the Company.

AUDITORS

The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.

On behalf of the Board of Directors

Vinod Kumar Gomber

Director

Ng Boon Yew
Director

29 May 2009

041 www.rshlimited.com
STATEMENT BY DIRECTORS
In our opinion:

(a) the financial statements set out on pages 44 to 83 are drawn up so as to give a true and fair view of the state
of affairs of the Group and of the Company as at 31 March 2009 and of the results, changes in equity and cash
flows of the Group for the year ended on that date in accordance with the provisions of the Singapore Companies
Act, Chapter 50 and Singapore Financial Reporting Standards; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they fall due.

The Board of Directors has, on the date of this statement, authorised these financial statements for issue.

On behalf of the Board of Directors

Vinod Kumar Gomber

Director

Ng Boon Yew
Director

29 May 2009

042 www.rshlimited.com
INDEPENDENT AUDITORS’ REPORT
Members of the Company
RSH Limited

We have audited the accompanying financial statements of RSH Limited (the Company) and its subsidiaries (the Group),
which comprise the balance sheets of the Group and the Company as at 31 March 2009, the income statement, statement
of changes in equity and cash flow statement of the Group for the year then ended, and a summar y of significant
accounting policies and other explanatory notes, as set out on pages 44 to 83.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with
the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards. This
responsibility includes:
(a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance
that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly
authorised and that they are recorded as necessar y to permit the preparation of true and fair profit and loss
accounts and balance sheets and to maintain accountability of assets;
(b) selecting and applying appropriate accounting policies; and
(c) making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves per forming procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion:
(a) the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn up
in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fair
view of the state of affairs of the Group and of the Company as at 31 March 2009 and the results, changes in
equity and cash flows of the Group for the year ended on that date; and
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions
of the Act.
Without qualifying our opinion, we draw attention to Note 2 to the financial statements. Subsequent to the balance sheet
date, Golden Ace Pte. Ltd. ("Golden Ace"), the holding company, defaulted on its credit facilities extended to it by a
bank, following which, the bank registered its deemed interest in approximately 61.30% of the Company's shares as
the shares were pledged to the bank as collateral for the credit facilities extended. Consequent to the above event, the
banks of the Group and the Company may, under the terms of the credit facility agreements, call for the repayment of
the credit facilities extended to the Group and the Company, if there is a change in the controlling shareholder of the
borrower. These conditions indicate the existence of a material uncertainty, which may affect the continued availability
of the credit facilities to enable the Group and the Company to continue their operations as a going concern. The financial
statements have been prepared on a going concern basis as the directors are of the opinion that the operations of the
Group are independent of Golden Ace and the Group does not rely on Golden Ace for financial support, and the banks
of the Group and Company have not withdrawn and continued to extend banking facilities.

KPMG LLP
Public Accountants and
Certified Public Accountants

Singapore
29 May 2009

043 www.rshlimited.com
BALANCE SHEETS As at 31 March 2009

GROUP COMPANY
Note 2009 2008 2009 2008
$'000 $'000 $'000 $'000
Non-current assets
Property, plant and equipment 4 81,781 78,751 377 290
Intangible assets 5 16,813 31,528 - -
Interests in subsidiaries 6 - - 53,695 58,481
Associates 7 3,089 2,087 1,991 483
Loan to a subsidiary 8 - - 18,410 17,908
Deferred tax assets 9 523 684 - 3
Other receivable 10 11,634 11,355 - -
______________________________________________________________________________________________________________
113,840 124,405 74,473 77,165
______________________________________________________________________________________________________________
Current assets
Trade and other receivables 11 64,355 63,263 32,186 24,970
Derivative financial instruments 12 115 26 - -
Inventories 13 161,319 137,703 - -
Other financial asset 14 37 50 - -
Cash and cash equivalents 15 55,781 52,009 18,830 19,159
______________________________________________________________________________________________________________
281,607 253,051 51,016 44,129
______________________________________________________________________________________________________________
Total assets 395,447 377,456 125,489 121,294
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Equity attributable to equity
holders of the Company
Share capital 16 100,260 100,260 100,260 100,260
Statutory reserve 17 2,435 2,300 - -
Capital reserves 17 (5,876) (5,876) (5,000) (5,000)
Currency translation reserve 17 (9,462) (8,596) - -
Accumulated profits 50,917 38,424 28,827 24,134
______________________________________________________________________________________________________________
138,274 126,512 124,087 119,394
Minority interests 4,689 6,658 - -
______________________________________________________________________________________________________________
Total equity 142,963 133,170 124,087 119,394
______________________________________________________________________________________________________________
Non-current liabilities
Interest-bearing liabilities 18 18,042 6,352 69 97
Other payables 19 3,127 3,350 - -
Other provisions 20 1,355 1,012 - -
Deferred tax liabilities 9 885 993 13 -
______________________________________________________________________________________________________________
23,409 11,707 82 97
______________________________________________________________________________________________________________
Current liabilities
Trade and other payables 21 92,624 92,735 1,279 1,534
Interest-bearing liabilities 18 132,637 134,085 29 29
Other provisions 20 167 470 - -
Current tax payable 3,647 5,289 12 240
______________________________________________________________________________________________________________
229,075 232,579 1,320 1,803
______________________________________________________________________________________________________________
Total liabilities 252,484 244,286 1,402 1,900
______________________________________________________________________________________________________________
Total equity and liabilities 395,447 377,456 125,489 121,294
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The accompanying notes form an integral part of these financial statements.

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CONSOLIDATED INCOME STATEMENT Year ended 31 March 2009

Note 2009 2008

$'000 $'000

Revenue 23 773,101 734,262

Other income 5,929 12,843
Changes in value of inventories 23,616 8,647
Raw materials and other consumables (443,867) (410,184)
Staff costs (102,667) (95,360)
Depreciation of property, plant and equipment (24,562) (24,073)
Amortisation and impairment of intangible assets (10,243) (12,063)
Other expenses (189,391) (180,097)
______________________________________________________________________________________________________________

Profit from operations 31,916 33,975

______________________________________________________________________________________________________________

Finance income 1,289 846

Finance expenses (9,047) (10,144)
______________________________________________________________________________________________________________

Net finance expenses 24 (7,758) (9,298)

______________________________________________________________________________________________________________

Share of loss of associates, net of tax (707) (360)

______________________________________________________________________________________________________________

Profit before income tax 23,451 24,317

Income tax expense 26 (7,005) (9,762)
______________________________________________________________________________________________________________

Profit for the year 25 16,446 14,555

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Attributable to:

Equity holders of the parent 16,154 13,728

Minority interests 292 827
______________________________________________________________________________________________________________

Profit for the year 16,446 14,555

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Earnings per share (cents):

Basic and diluted 27 4.58 3.89

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

The accompanying notes form an integral part of these financial statements.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Year ended 31 March 2009

TOTAL
ATTRIBUTABLE
CURRENCY TO EQUITY
SHARE STATUTORY CAPITAL TRANSLATION ACCUMULATED HOLDERS OF MINORITY TOTAL
CAPITAL RESERVE RESERVES RESERVE PROFITS THE PARENT INTERESTS EQUITY
GROUP $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000

At 1 April 2007 100,260 2,165 (5,876) (5,571) 24,831 115,809 6,244 122,053

Translation
differences
relating to financial
statements of
foreign subsidiaries
and associate - - - (3,025) - (3,025) (234) (3,259)
______________________________________________________________________________________________________
Net losses recognised
directly in equity - - - (3,025) - (3,025) (234) (3,259)

Profit for the year - - - - 13,728 13,728 827 14,555

_______________________________________________________________________________________________________
Total recognised
income and
expense for the year - - - (3,025) 13,728 10,703 593 11,296
_______________________________________________________________________________________________________
Transfer to
statutory reserve - 135 - - (135) - - -
Dividends paid to
minority interests - - - - - - (179) (179)
_______________________________________________________________________________________________________
At 31 March 2008 100,260 2,300 (5,876) (8,596) 38,424 126,512 6,658 133,170
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 1 April 2008 100,260 2,300 (5,876) (8,596) 38,424 126,512 6,658 133,170

Translation
differences
relating to financial
statements of
foreign subsidiaries
and associate - - - (866) - (866) (29) (895)
_______________________________________________________________________________________________________
Net losses recognised
directly in equity - - - (866) - (866) (29) (895)
Profit for the year - - - - 16,154 16,154 292 16,446
_______________________________________________________________________________________________________
Total recognised
income and
expense for
the year - - - (866) 16,154 15,288 263 15,551
_______________________________________________________________________________________________________
Transfer to
statutory reserve - 135 - - (135) - - -
Acquisition of
additional interest
in a subsidiary - - - - - - (2,133) (2,133)
Dividend of
1.00 cent per
share paid - - - - (3,526) (3,526) - (3,526)

Dividends paid to
minority interests - - - - - - (99) (99)
_______________________________________________________________________________________________________
At 31 March 2009 100,260 2,435 (5,876) (9,462) 50,917 138,274 4,689 142,963
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The accompanying notes form an integral part of these financial statements.

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CONSOLIDATED CASH FLOW STATEMENT Year ended 31 March 2009

Note 2009 2008

$'000 $'000

Operating activities

Profit for the year 16,446 14,555

Adjustments for:
Amortisation and impairment of intangible assets 5 10,243 12,063
Impairment of property, plant and equipment 195 -
Depreciation of property, plant and equipment 4 24,562 24,073
Fair value change in securities 13 9
Loss on disposal of property, plant and equipment 456 537
Property, plant and equipment written off 1,456 1,089
Intangible assets written off 20 -
Allowance for doubtful debts 85 669
Provision for consignment losses 212 574
Share of loss of associates, net of tax 707 360
Waiver of bank loan and interest - (10,064)
Net finance expenses 24 7,758 9,298
Income tax expense 26 7,005 9,762
_______________________________________________________________________________________________________
69,158 62,925
Changes in working capital:
Inventories (21,501) (9,896)
Trade and other receivables (1,081) 6,259
Trade and other payables 668 (5,680)
_______________________________________________________________________________________________________
Cash generated from operations 47,244 53,608
Tax paid (8,566) (9,139)
Interest income received 356 566
Interest expense paid (8,398) (9,588)
_______________________________________________________________________________________________________
Cash flows from operating activities 30,636 35,447
_______________________________________________________________________________________________________
Investing activities
Purchase of property, plant and equipment (32,069) (29,801)
Proceeds from disposal of property, plant and equipment 708 2,107
Acquisition of interests in associated companies (1,720) (2,418)
Acquisition of additional interest in a subsidiary 30 (1,440) -
Intangible assets capitalised (122) (84)
_______________________________________________________________________________________________________
Cash flows from investing activities (34,643) (30,196)
_______________________________________________________________________________________________________

The accompanying notes form an integral part of these financial statements.

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CONSOLIDATED CASH FLOW STATEMENT Year ended 31 March 2009

Note 2009 2008

$'000 $'000

Financing activities
Payment of finance lease liabilities (280) (341)
Dividends paid to shareholders (3,526) -
Borrowings from bank 18,206 10,065
Repayment of bank borrowings (4,706) (4,052)
Trust receipts (1,726) 10,253
Dividends paid to minority interests (99) (179)
Dividends received from an associate 10 31
Loans from directors, related corporations
and minority shareholders of subsidiaries 908 (1,420)
Increase in fixed deposits pledged to banks (117) (1)
_______________________________________________________________________________________________________
Cash flows from financing activities 8,670 14,356
_______________________________________________________________________________________________________

Net increase in cash and cash equivalents 4,663 19,607

Cash and cash equivalents at beginning of the year 36,467 16,632
Effect of exchange rate changes on balances held in
foreign currencies 400 228
_______________________________________________________________________________________________________
Cash and cash equivalents at end of the year 15 41,530 36,467
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

During the year, the Group acquired proper ty, plant and equipment with an aggregate cost of $32,225,000 (2008:
$29,942,000), of which $156,000 (2008: $141,000) was acquired by means of finance leases. Cash payments of
$32,069,000 (2008: $29,801,000) were made to purchase property, plant and equipment. Provision for reinstatement
costs of $536,000 (2008: $245,000) was made during the year.

The accompanying notes form an integral part of these financial statements.

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NOTES TO THE FINANCIAL STATEMENTS

These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Board of Directors on 29 May 2009.

1 DOMICILE AND ACTIVITIES

RSH Limited (the Company) is incorporated in the Republic of Singapore and has its registered office at 190
MacPherson Road, #07-08 Wisma Gulab, Singapore 348548.

The principal activities of the Group are those relating to retailing, wholesaling, importing, exporting and dealing
in sports, golf and active lifestyle products, retailing of fashion and lifestyle products and investment holding. The
principal activities of the Company are those of investment holding.

The holding company during the financial year is Golden Ace Pte. Ltd., which is incorporated in the Republic of
Singapore.

The consolidated financial statements relate to the Company and its subsidiaries (referred to as the Group) and
the Group's interests in associates.

2 NOTICE BY SUBSTANTIAL SHAREHOLDER

Subsequent to the balance sheet date, the Company received a notice of substantial shareholder's interest dated
9 April 2009 ("Notice") from DB Trustees (Hong Kong) Limited and Deustche Bank AG addressed to the Singapore
Exchange Securities Trading Limited ("SGX-ST") and to the Company. The Notice stated that DB Trustees (Hong
Kong) Limited was notifying the SGX-ST and the Company of its deemed interest in 216,169,245 shares of the
Company ("Charged Shares") representing approximately 61.30% of the issued share capital of the Company
arising out of DB Trustees (Hong Kong) Limited's ability to exercise voting rights in the Charged Shares (charged
to DB Trustees (Hong Kong) Limited) and arising out of the right to have such Charged Shares transferred to itself
(in its capacity as security trustee) or to its order, following the default by Golden Ace Pte. Ltd., a substantial
shareholder of the Company, under two facility agreements which were entered into between Golden Ace Pte. Ltd.
("Golden Ace"), Deutsche Bank AG, Hong Kong Branch and DB Trustees (Hong Kong) Limited ("Facility Agreements").
The Facility Agreements were secured by the Charged Shares. The Charged Shares represented Golden Ace's
entire interest in the Company.

On 15 April 2009, Golden Ace informed the Board of Directors of the Company ("Board") in writing that Golden
Ace is currently already in constant negotiations with Deutsche Bank AG in relation to the Facility Agreements
and confirmed in writing to the Company that it is confident that Golden Ace will be able to achieve a satisfactory
and amicable outcome with Deutsche Bank AG. Golden Ace undertook to the Company to provide immediate and
timely written updates on all developments and the outcome of the negotiations with Deutsche Bank AG in relation
to the Facility Agreements. Golden Ace also provided written confirmation to the Company of its current intention
to remain a substantial shareholder of the Company.

Consequent to the above notifications, the banks of the Group and the Company may, under the terms of the credit
facility agreements, call for the repayment of the credit facilities extended to the Group and the Company, if there
is a change in the controlling shareholder of the borrower. The Group does not rely on Golden Ace for any financial
support and its operations are totally independent of Golden Ace. The banks have not withdrawn and continued
to extend existing banking facilities to the Group and, accordingly, the financial statements have been prepared
on a going concern basis.

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of preparation

The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS).

The financial statements are presented in Singapore dollars which is the Company's functional currency. All financial
information presented in Singapore dollars has been rounded to the nearest thousand, unless otherwise stated;
and is prepared on the historical cost basis, except as set out in the accounting policies below.

The preparation of financial statements in conformity with FRS requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.

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3.1 Basis of preparation (CONT’D)

In particular, in addition to Note 2, information about significant areas of estimation, uncertainty and critical
judgements in applying accounting policies that have the most significant effect on the amount recognised in the
financial statements are described in the following notes:

• Note 5 - assumptions of recoverable amounts relating to impairment of intangible assets

• Note 13 - measurement of recoverable amounts of inventories
• Note 20 - measurement of provisions

The accounting policies used by the Group have been applied consistently to all periods presented in the financial
statements.

3.2 Consolidation
Business combinations

Business combinations are accounted for under the purchase method. The cost of an acquisition is measured at
the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of
exchange, plus costs directly attributable to the acquisition.

The excess of the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
over the cost of acquisition is credited to the income statement in the period of the acquisition. Refer to
Note 3.5 for accounting policy on goodwill on acquisition.

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control,
potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries
are included in the consolidated financial statements from the date that control commences until the date that
control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with
the policies adopted by the Group.

Associates

Associates are those entities in which the Group has significant influence, but not control, over their financial and
operating policies. Associates are accounted for using the equity method. The consolidated financial statements
include the Group's share of the income and expenses of associates, after adjustments to align the accounting
policies with those of the Group, from the date that significant influence commences until the date that significant
influence ceases. When the Group's share of losses exceeds its interest in an associate, the carrying amount of
that interest (including any long-term investments) is reduced to zero and the recognition of further losses is
discontinued except to the extent that the Group has an obligation or has made payments on behalf of the associate.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions,
are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with
equity accounted investees are eliminated against the investment to the extent of the Group's interest in the
investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there
is no evidence of impairment.

Accounting for subsidiaries and associates by the Company

Investments in subsidiaries and associates are stated in the Company's balance sheet at cost less accumulated
impairment losses.

3.3 Foreign currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the
exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. Non-
monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated
to the functional currency at the exchange rate at the date on which the fair value was determined.

Foreign currency differences arising on retranslation are recognised in the income statement, except for differences
arising on the retranslation of monetar y items that in substance form part of the Group's net investment in a
foreign operation.

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3.3 Foreign currencies (CONT’D)
Foreign operations

The assets and liabilities of foreign operations are translated to Singapore dollars at exchange rates prevailing
at the repor ting date. The income and expenses of foreign operations are translated to Singapore dollars at
exchange rates prevailing at the dates of the transactions.

Foreign currency differences are recognised in the foreign currency translation reserve. When a foreign operation
is disposed of, in part or in full, the relevant amount in the foreign exchange translation reserve is transferred to
the income statement.

Net investment in a foreign operation

Exchange differences arising from monetary items that in substance form part of the Company's net investment
in a foreign operation are recognised in the Company's income statement. Such exchange differences are reclassified
to equity in the consolidated financial statements. When the net investment is disposed of, the cumulative amount
in equity is transferred to the income statement as an adjustment to the profit or loss arising on disposal.

3.4 Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed
assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset
to a working condition for its intended use, and the cost of dismantling and removing the items and restoring the
site on which they are located. Purchased software that is integral to the functionality of the related equipment
is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of
the item if it is probable that the future economic benefits embodied within the part will flow to the Group and
its cost can be measured reliably. The costs of the day-to-day ser vicing of proper ty, plant and equipment are
recognised in the income statement as incurred.

Property, plant and equipment acquired through finance leases are capitalised at the lower of its fair value and
the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation
and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease
liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
charged directly to the income statement. Capitalised leased assets are depreciated over the shor ter of the
economic useful life of the asset and the lease term.

Except for renovation-in-progress, depreciation is provided on the straight-line basis so as to write off items of
property, plant and equipment over the estimated useful lives as follows:

Leasehold land 99 years

Leasehold properties 50 years
Plant and machinery 10 years
Office furniture, fittings and renovations 5 - 10 years
Office equipment and computers 3 - 5 years
Motor vehicles 1 - 7 years
Electrical, air-conditioning and other equipment 3 - 20 years
Shop fittings and renovations 3 - 8 years

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each
repor ting date.

3.5 Intangible assets

Goodwill
Goodwill and negative goodwill arise on the acquisition of subsidiaries and associates.
Acquisitions occurring between 1 January 2001 and 1 January 2005
Goodwill represents the excess of the cost of acquisition over the Group's interest in the net fair value of the
identifiable assets and liabilities of the acquiree.
Goodwill arising on the acquisition of subsidiaries is presented as intangible assets. Goodwill arising on acquisition
of associates is presented together with investments in associates.

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3.5 Intangible assets (CONT’D)
Goodwill (CONT’D)

Goodwill was stated at cost from the date of initial recognition and amortised over its estimated useful life of 10
- 20 years. On 1 Januar y 2005, the Group discontinued amortisation of this goodwill. This remaining goodwill
balance is subject to testing for impairment, as described in Note 3.8.

Negative goodwill was derecognised by crediting accumulated profit on 1 January 2005.

Acquisitions on or after 1 January 2005

Goodwill represents the excess of the cost of acquisition over the Group's interest in the net fair value of the
identifiable assets and liabilities of the acquiree.

Goodwill arising on the acquisition of subsidiaries is presented as intangible assets. Goodwill arising on acquisition
of associates is presented together with investments in associates.

Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described
in Note 3.8. Negative goodwill is recognised immediately in the income statement.

Brand names

Brand names, which have been assessed to have indefinite lives, are recorded at cost less impairment losses.
Brand names are tested for impairment as described in Note 3.8.

Franchise fees

Franchise fees, which comprise expenditure incurred in securing franchise rights for certain brands/products, are
stated at cost less accumulated amortisation and impairment losses.

Distribution rights

Distribution rights, which comprise expenditure incurred in securing sale distribution rights for certain brands/products,
are stated at cost less accumulated amortisation and impairment losses.

Amortisation

Amortisation is charged to the income statement on the straight-line basis over the estimated useful lives of
intangible assets with finite lives. The estimated useful lives are as follows:

Franchise fees 5 years

Distribution rights 20 years

3.6 Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise trade and other receivables, other financial assets, cash and cash
equivalents, interest-bearing liabilities and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value
through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to initial
recognition, non-derivative financial instruments are measured as described below.

A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial asset to another party without retaining control or transfers substantially
all the risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at
trade date, i.e., the date that the Group commits itself to purchase or sell the asset. Financial liabilities are
derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.

Cash and cash equivalents comprise cash balances and bank deposits. For the purpose of the cash flow statement,
cash and cash equivalents are presented net of bank overdrafts which are repayable on demand and which form
an integral part of the Group's cash management and exclude bank deposits held to secure bank facilities.

Financial assets at fair value through profit or loss

An instrument is classified as at fair value through profit or loss if it is acquired principally for the purpose of selling
in the short term or is designated as such upon initial recognition. Financial instruments are designated as fair
value through profit or loss if the Group manages such investments and makes purchase and sale decisions based
on their fair value in accordance with the Group's documented risk management and investment strategies. Upon
initial recognition, attributable transaction costs are recognised in the income statement when incurred. Financial
instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in
the income statement.

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3.6 Financial instruments (CONT’D)
Non-derivative financial instruments (CONT’D)

Other

Other non-derivative financial instruments are measured at amortised cost using the effective interest method,
less any impairment losses.

Derivative financial instruments

The Group holds derivative financial instruments to hedge its foreign currency risks arising from operating activities.
Derivative financial instruments are not used for trading purposes. However, derivatives that do not qualify for
hedge accounting are accounted for as trading instruments.

Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative
financial instruments are remeasured at fair value. The gain or loss on remeasurement to fair value is recognised
immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any
resultant gain or loss depends on the nature of the item being hedged.

Impairment of financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it
is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events
have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference
between its carrying amount, and the present value of the estimated future cash flows discounted at the original
effective interest rate.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial
assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are
recognised in the income statement.

Impairment losses in respect of financial assets measured at amortised cost is reversed if the subsequent increase
in fair value can be related objectively to an event occurring after the impairment loss was recognised.

3.7 Leases
When entities within the Group are lessees of a finance lease

Leased assets in which the Group assumes substantially all the risks and rewards of ownership are classified as
finance leases. Upon initial recognition, proper ty, plant and equipment acquired through finance leases are
capitalised at the lower of its fair value and the present value of the minimum lease payments. Subsequent to
initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.
Leased assets are depreciated over the shor ter of the lease term and their useful lives. Lease payments are
apportioned between finance expense and reduction of the lease liability. The finance expense is allocated to each
period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the
liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining
term of the lease when the lease adjustment is confirmed.

When entities within the Group are lessees of an operating lease

Where the Group has the use of assets under operating leases, payments made under the leases are recognised
in the income statement on a straight-line basis over the term of the lease, unless another systematic basis is
more representative of the time pattern of the benefit derived. Lease incentives received are recognised in the
income statement as an integral part of the total lease payments made. Contingent rentals are charged to the
income statement in the accounting period in which they are incurred.

3.8 Impairment - non-financial assets

The carr ying amounts of the Group's non-financial assets, other than inventories and deferred tax assets, are
reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication
exists, the assets' recoverable amounts are estimated. For goodwill, recoverable amount is estimated at each
reporting date, and as and when indicators of impairment are identified.

An impairment loss is recognised if the carr ying amount of an asset or its cash-generating unit exceeds its
estimated recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash
flows that largely are independent from other assets and groups. Impairment losses are recognised in the income
statement unless it reverses a previous revaluation, credited to equity, in which case it is charged to equity.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount
of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group
of units) on a pro rata basis.

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3.8 Impairment - non-financial assets (CONT’D)

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less
costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset or cash-generating unit.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised
in prior periods are assessed at each reporting date for any indication that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had
been recognised.

3.9 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares
and share options are recognised as a deduction from equity, net of any tax effects.

3.10 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average
basis and comprises all costs of purchase and other related costs incurred in bringing the inventories to their
present location and condition.

3.11 Employee benefits

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income
statement as incurred.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
service is provided.

A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans
if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided
by the employee and the obligation can be estimated reliably.

Other employee benefits

Long service leave not expected to be settled within 12 months are measured as the present value of the estimated
future cash outflows to be made in respect of services provided by employees up to the balance sheet date.

3.12 Key management personnel

Key management personnel of the Group are those persons having the authority and responsibility for planning,
directing and controlling the activities of the entity. The directors, Group Chief Executive Officer, Group Chief
Operating Officer, Chief Executive Officers and Chief Operating Officers of various subsidiaries and non-executive
directors are considered as key management personnel of the Group.

3.13 Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle
the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability.

Reinstatement costs

A provision for reinstatement cost is made for the estimated costs of dismantlement, removal or restoration of
property, plant and equipment arising from the acquisition or use of assets, which are capitalised and included
in the cost of property, plant and equipment.

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3.13 Provisions (CONT’D)

Consignment loss

A provision for consignment loss is made for the possible liability for stock losses when consignment inventories
are returned to the consignor.

The provisions are made having regard to past experience and weighing all possible outcomes against their
associated possibilities.

3.14 Revenue recognition

Sale of goods

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of
returns and allowances, goods and ser vices taxes or other sales taxes, trade discounts and volume rebates.
Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer,
recovery of the consideration is probable, the associated costs and possible return of goods can be estimated
reliably, and there is no continuing management involvement with the goods, and the amount of revenue can be
measured reliably.

Rental income

Rental income receivable under operating leases is recognised in the income statement on the straight-line basis
over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income
to be received. Contingent rentals are recognised as income in the accounting period in which they are earned.

3.15 Finance income and expense

Finance income comprises interest income on funds invested. Interest income is recognised as it accrues, using
the effective interest method.

Finance expenses comprise interest expense on borrowings and impairment losses recognised on financial assets
that are recognised in the income statement. All borrowing costs are recognised in the income statement using
the effective interest method.

3.16 Income tax expense

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporar y differences between the
carr ying amounts of assets and liabilities for financial repor ting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill,
the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit, and differences relating to investments in subsidiaries and associates to
the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the
tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and
are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

3.17 Intra-group financial guarantees

Where the Group enters into financial guarantee contracts to guarantee the indebtedness of other companies
within its group, the Group considers these to be insurance arrangements, and accounts for them as such. The
Group treats the guarantee contract as a contingent liability until such time as it becomes probable that the Group
will be required to make a payment under the guarantee.

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4 PROPERTY, PLANT AND EQUIPMENT

OFFICE ELECTRICAL,
FURNITURE, OFFICE AIR- SHOP
PLANT FITTINGS EQUIPMENT CONDITIONING FITTINGS
LEASEHOLD LEASEHOLD AND AND AND MOTOR AND OTHER AND RENOVATION-
GROUP LAND PROPERTIES MACHINERY RENOVATIONS COMPUTERS VEHICLES EQUIPMENT RENOVATIONS IN-PROGRESS TOTAL
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Cost
At 1 April
2007 125 2,684 901 21,003 12,799 3,093 8,384 103,776 403 153,168

Additions - 1 - 2,193 1,413 488 835 24,562 695 30,187

Disposals - - - (913) (132) (234) (412) (5,572) - (7,263)

Transfers - - - 10 54 - (54) (10) - -

Written off - - - (387) (906) (12) (46) (8,056) - (9,407)

Translation
differences on
consolidation (4) (78) (36) (24) (310) (80) (107) (3,259) (3) (3,901)
_________________________________________________________________________________________________

At 31 March
2008 121 2,607 865 21,882 12,918 3,255 8,600 111,441 1,095 162,784

Additions - 57 - 1,471 1,618 611 452 25,693 2,859 32,761

Disposals - - (712) (972) (81) (344) (187) (2,841) - (5,137)

Transfers - - - (12,176) (6) - 10 15,980 (3,808) -

Written off - - - (2,919) (1,460) (65) (2,056) (6,708) - (13,208)

Translation
differences on
consolidation (4) (91) 3 (1,234) (222) 4 (269) (3,585) 171 (5,227)
________________________________________________________________________________________________
At 31 March
2009 117 2,573 156 6,052 12,767 3,461 6,550 139,980 317 171,973
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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4 PROPERTY, PLANT AND EQUIPMENT (CONT’D)

OFFICE ELECTRICAL,
FURNITURE, OFFICE AIR- SHOP
PLANT FITTINGS EQUIPMENT CONDITIONING FITTINGS
LEASEHOLD LEASEHOLD AND AND AND MOTOR AND OTHER AND RENOVATION-
GROUP LAND PROPERTIES MACHINERY RENOVATIONS COMPUTERS VEHICLES EQUIPMENT RENOVATIONS IN-PROGRESS TOTAL
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000

Accumulated
depreciation/
Impairment

At 1 April
2007 18 725 740 8,535 9,637 1,912 4,994 48,448 - 75,009

Depreciation
charge for
the year 1 53 40 3,050 1,393 430 1,096 18,010 - 24,073

Disposals - - - (604) (93) (232) (218) (3,472) - (4,619)

Transfers - - - 10 40 - (40) (10) - -

Written off - - - (387) (898) (12) (36) (6,985) - (8,318)

Translation
differences on
consolidation - (22) (28) (56) (236) (57) (51) (1,662) - (2,112)
________________________________________________________________________________________________

At 31 March
2008 19 756 752 10,548 9,843 2,041 5,745 54,329 - 84,033

Depreciation
charge for
the year 1 52 37 2,972 1,402 498 955 18,645 - 24,562

Impairment - - - - - - - 195 - 195

Disposals - - (662) (621) (54) (343) (120) (2,173) - (3,973)

Transfers - - - (8,530) (9) - 9 8,530 - -

Written off - - - (2,837) (1,423) (65) (2,014) (5,413) - (11,752)

Translation
differences on
consolidation - (27) 1 (657) (149) - (188) (1,853) - (2,873)
________________________________________________________________________________________________
At 31 March
2009 20 781 128 875 9,610 2,131 4,387 72,260 - 90,192
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Carrying amount

At 1 April
2007 107 1,959 161 12,468 3,162 1,181 3,390 55,328 403 78,159
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March
2008 102 1,851 113 11,334 3,075 1,214 2,855 57,112 1,095 78,751
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March
2009 97 1,792 28 5,177 3,157 1,330 2,163 67,720 317 81,781
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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4 PROPERTY, PLANT AND EQUIPMENT (CONT’D)

OFFICE OFFICE
FURNITURE, EQUIPMENT
FITTINGS AND AND MOTOR
COMPANY RENOVATIONS COMPUTERS VEHICLES TOTAL
$'000 $'000 $'000 $'000
Cost
At 1 April 2007 130 375 270 775
Additions 17 13 - 30
Disposal - (4) - (4)
________________________________________________________________________________________________
At 31 March 2008 147 384 270 801
Additions 43 143 - 186
Written off - (207) - (207)
________________________________________________________________________________________________
At 31 March 2009 190 320 270 780
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Accumulated depreciation
At 1 April 2007 40 301 61 402
Depreciation charge for the year 25 49 39 113
Disposal - (4) - (4)
________________________________________________________________________________________________
At 31 March 2008 65 346 100 511
Depreciation charge for the year 30 31 38 99
Written off - (207) - (207)
________________________________________________________________________________________________
At 31 March 2009 95 170 138 403
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Carrying amount
At 1 April 2007 90 74 209 373
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March 2008 82 38 170 290
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March 2009 95 150 132 377
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The following are the net book values of property, plant and equipment which are held under finance leases:

Group Company
2009 2008 2009 2008
$'000 $'000 $'000 $'000

Office equipment and computers 41 4 - -

Motor vehicles 361 508 132 170
________________________________________________________________________________________________
402 512 132 170
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Certain assets of the Group have been pledged as securities for banking facilities granted, details of which are
provided in Note 18.

Details of the Group's major property are as follows:

APPROXIMATE
LOCATION AREA (SQ FT) PURPOSE TENURE

Lot 575 & 576, Jalan Suasa Kawasan 42,600 Factory 99-year lease
Perusahan Banting Section 3, commencing from
Selangor Darul Ehsan 10 August 1993
Malaysia

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5 INTANGIBLE ASSETS

GOODWILL PURCHASED
FRANCHISE DISTRIBUTION ON GOODWILL AND
FEES RIGHTS CONSOLIDATION BRAND NAMES TOTAL
GROUP $'000 $'000 $'000 $'000 $'000
Cost

At 1 April 2007 2,488 500 32,122 15,503 50,613

Additions 84 - - - 84

Written off (56) - - - (56)

Translation differences
on consolidation (86) - 631 262 807
________________________________________________________________________________________________
At 31 March 2008 2,430 500 32,753 15,765 51,448

Additions 122 - - - 122

Written off (611) - - - (611)

Translation differences
on consolidation (103) - (4,557) - (4,660)
________________________________________________________________________________________________
At 31 March 2009 1,838 500 28,196 15,765 46,299
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Accumulated amortisation
and impairment

At 1 April 2007 1,836 456 - 5,892 8,184

Amortisation charge
for the year 372 25 - - 397

Impairment charge - - 1,602 10,064 11,666

Written off (56) - - - (56)

Translation differences
on consolidation (80) - - (191) (271)
________________________________________________________________________________________________
At 31 March 2008 2,072 481 1,602 15,765 19,920

Amortisation charge
for the year 227 19 - - 246

Impairment charge - - 9,997 - 9,997

Written off (591) - - - (591)

Translation differences
on consolidation (86) - - - (86)
________________________________________________________________________________________________
At 31 March 2009 1,622 500 11,599 15,765 29,486
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Carrying amount

At 1 April 2007 652 44 32,122 9,611 42,429

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March 2008 358 19 31,151 - 31,528
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March 2009 216 - 16,597 - 16,813
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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5 INTANGIBLE ASSETS (CONT’D)

Impairment tests for purchased goodwill and brand names and cash-generating units ("CGU") containing goodwill

Goodwill is primarily allocated to the CGU identified according to region of operation and business segment as
follows:

2009 2008
$'000 $'000

South Pacific - retail 16,232 30,786

Middle East - retail and distribution 365 365
________________________________________________________________________________________________
16,597 31,151
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The recoverable amount of the South Pacific - retail CGU was based on its value in use. The carrying amount of
South Pacific - retail CGU was determined to be higher than its recoverable amount and an impairment loss of
$9,997,000 was recognised. In prior year, impairment loss of $10,064,000 and $1,602,000 were recognised in
respect of the South Pacific - purchased goodwill and brand names CGU and South Asia - retail and distribution
CGU, respectively.

The value in use calculations for the South Pacific - purchased goodwill and brand name and retail CGU apply a
discounted cash flow model using cash flows projections based on financial budgets and forecasts approved by
management covering a five year period. The anticipated annual revenue growth included in the cash flow projections
was 3% to 10% for the years 2010 to 2014. The discount rates applied to the cash flow projections were derived
from the post-tax weighted average cost of capital at the date of assessment. The discount rate was 9.00%. Cash
flows beyond the fifth year were extrapolated using a constant growth of 1%. The constant growth rate used did
not exceed management's expectations of the long term average growth rate of the industry and country in which
it operates.

The above estimates are particularly sensitive in the following areas:

* An increase of one percentage point in the discount rate used would result in an additional impairment loss
of $2,016,000 (2008: $1,935,000).

* A 5% decrease in growth rates would result in an additional impairment loss of $3,857,000 (2008: $2,905,000).

6 INTERESTS IN SUBSIDIARIES
COMPANY
2009 2008
$'000 $'000

Equity investments at cost 44,856 44,856

Discount implicit in the interest-free inter-company loan 3,241 3,241
Loans to a subsidiary at cost 5,598 10,384
________________________________________________________________________________________________
53,695 58,481
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The loans to a subsidiary form part of the Company's net investment in a subsidiary, and settlement of this amount
is neither planned nor likely to occur in the foreseeable future. As the amount is in substance, a par t of the
Company's net investment in the equity, it is stated at cost.

Certain subsidiaries of the Company are subject to dividend restrictions, arising from banking facilities provided
to the Group, details of which are provided in Note 18. Restrictions include dividend caps and performance based
entitlements, where the lender is entitled to an interest payment equivalent to a pre determined percentage of
dividends declared by the subsidiary.

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6 INTERESTS IN SUBSIDIARIES (CONT’D)

Details of subsidiaries are as follows:

EFFECTIVE EQUITY
HELD BY THE GROUP

COUNTRY OF 2009 2008

NAME OF SUBSIDIARY INCORPORATION % %

@ RSH Holdings Pte Ltd and its subsidiaries: Singapore 100 100

@ RSH (Singapore) Pte Ltd Singapore 100 100

@ R.S.H. Marketing (Phil) Pte Ltd and its subsidiary: Singapore 75 75

* R.S.H. Marketing (Philippines), Inc. Philippines 75 75

@ Aryan (SEA) Private Limited Singapore 100 100

@ Gagan Holdings Pte Ltd Singapore 100 100

@ Prasan Pte. Ltd. Singapore 100 100

@ Royalvasco Pte. Ltd. Singapore 60 60

@ Sports Equipment Holdings Pte Ltd and its subsidiary: Singapore 51 51

* Sports Equipment 2001 (Malaysia) Sdn. Bhd. Malaysia 51 51

@ Novo Pte. Ltd. Singapore 100 100

@ Armaan Pte. Ltd. Singapore 100 100

* RSH (Malaysia) Sdn. Bhd. and its subsidiary: Malaysia 100 100

* Nose (Malaysia) Sdn. Bhd. Malaysia 51 51

* RSH Manufacturing (M) Sdn. Bhd. and its subsidiaries: Malaysia 100 100

* RSH Land (M) Sdn. Bhd. Malaysia 100 100

* RSH Resources (M) Sdn. Bhd. Malaysia 100 100

† RSH Sports (B) Sdn Bhd Brunei 60 60

RSH Distribution (India) Private Limited and its subsidiary: India 50^ 50^

S.S.S. Sports India Private Limited India 50^ 50^

RSH (Hong Kong) Limited Hong Kong 100 100

Gagan (HK) Limited Hong Kong 100 100

* R.B.K. Middle East L.L.C (L.L.C.) United Arab Emirates 100 100

* RSH (Middle East) L.L.C. and its subsidiary: United Arab Emirates 100 100

* Progolf International (L.L.C.) United Arab Emirates 100 75

* RSH (Australia) Pty Ltd Australia 99.82 99.82

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6 INTERESTS IN SUBSIDIARIES (CONT’D)

EFFECTIVE EQUITY
HELD BY THE GROUP

COUNTRY OF 2009 2008

NAME OF SUBSIDIARY INCORPORATION % %

RSH (Thailand) Co., Ltd. and its subsidiaries: Thailand 49^ 49^

Gagan (Thailand) Co., Ltd. Thailand 74 74

Aryan (Thailand) Co., Ltd. Thailand 74 74

Armaan (Thailand) Co., Ltd. Thailand 74 -

# PT Gagan Indonesia Indonesia 85 85

* Armaan (M) Sdn. Bhd. and its subsidiary: Malaysia 100 100

* RSH Training Centre (M) Sdn. Bhd. Malaysia 100 100

* Gagan (Malaysia) Sdn. Bhd. Malaysia 100 100

* Ogaan Fashion (M) Sdn. Bhd. Malaysia 100 100

* Prasan Fashions (M) Sdn. Bhd. Malaysia 100 100

^ RSH Distribution (India) Private Limited, S.S.S. Sports India Private Limited and RSH (Thailand) Co., Ltd. are
considered to be subsidiaries as the Group controls the composition of their boards of directors and management.
@ Audited by KPMG Singapore.
* Audited by other member firms of KPMG International.
† Audited by Ernst & Young, Brunei.
Audited by N.D. Kapur & Co., Delhi, India.
Audited by Moores Rowland Mazars, Hong Kong.
# Audited by Kosasih & Nurdiyaman, Indonesia.
Audited by Somkiet & Co, Thailand.
Audited by Sam Nak-Ngan A.M.C Co., Ltd, Thailand.

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7 ASSOCIATES

GROUP COMPANY
2009 2008 2009 2008
$'000 $'000 $'000 $'000

Investment in associates 6,135 4,415 3,717 1,997

Share of net liabilities (3,046) (2,328) - -
Impairment losses

At 1 April - - (1,514) (1,114)

Impairment charge for the year - - (212) (400)

At 31 March - - (1,726) (1,514)

_________________________________________________________________________________________________
3,089 2,087 1,991 483
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Details of associates are as follows:

EFFECTIVE EQUITY HELD

BY THE GROUP
COUNTRY OF 2009 2008
NAME OF ASSOCIATE INCORPORATION % %

iOM Holdings Pte Ltd Singapore 20 20

FAMAS Solutions Pte. Ltd. Singapore 49 49
Puma Sports Singapore Pte. Ltd. Singapore 40 40
Puma Sports Goods Sdn. Bhd. Malaysia 40 40
Sephora Singapore Pte. Ltd. Singapore 40 -

During the year, the Group acquired 40% equity interest in Sephora Singapore Pte. Ltd., which was incorporated
during the financial year.

Following a review of the recoverable amount of the Company's investment in associates during the year, impairment
losses of $212,000 (2008: $400,000) were recognised to write down the cost of investment in associates to the
estimated net worth of these associates.

The summarised financial information of the associates (not adjusted for the percentage of ownership held by the
Group) is as follows:

ASSOCIATES
2009 2008
$'000 $'000
Assets and liabilities

Total assets 26,387 14,100

Total liabilities (19,132) (8,944)
_________________________________________________________________________________________________
7,255 5,156
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Results
Revenue 31,903 21,396
Loss after taxation (1,536) (782)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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8 LOAN TO A SUBSIDIARY

The $20 million fixed rate unsecured loan to a subsidiary matures on 31 March 2012. The effective interest rate
per annum at the balance sheet date is 2.8% (2008: 2.8%).

COMPANY
2009 2008
FACE CARRYING FACE CARRYING
VALUE AMOUNT VALUE AMOUNT
$'000 $'000 $'000 $'000

Loan to a subsidiary 20,000 18,410 20,000 17,908

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

9 DEFERRED TAX

Movements in deferred tax assets and liabilities of the Group (prior to offsetting of balances) during the year are
as follows:

RECOGNISED RECOGNISED
IN INCOME IN INCOME
AT STATEMENT EXCHANGE AT STATEMENT EXCHANGE AT
1/4/2007 (NOTE 26) DIFFERENCE 31/3/2008 (NOTE 26) DIFFERENCE 31/3/2009
GROUP $'000 $'000 $'000 $'000 $'000 $'000 $'000
Deferred tax liabilities

Property, plant and equipment 1,438 222 (13) 1,647 (130) (18) 1,499
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Deferred tax assets
Property, plant and equipment (123) 73 (27) (77) - (5) (82)
Inventories (84) (79) (1) (164) (15) 3 (176)
Trade and other receivables (89) (6) (1) (96) 94 1 (1)
Trade and other payables (95) (70) (1) (166) 158 - (8)
Tax value of losses carried forward (557) 111 41 (405) 66 46 (293)
Tax value of wear and tear
allowances carried forward - (40) - (40) (2) - (42)
Other items (263) (133) 6 (390) (160) 15 (535)
_________________________________________________________________________________________________
(1,211) (144) 17 (1,338) 141 60 (1,137)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
COMPANY
Deferred tax liabilities
Property, plant and equipment 13 (6) - 7 21 - 28
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Deferred tax assets
Trade and other payables (8) (2) - (10) (5) - (15)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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9 DEFERRED TAX (CONT’D)

Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred taxes relate to the same taxation authority. The amounts,
determined after appropriate offsetting, are as follows:

GROUP COMPANY
2009 2008 2009 2008
$'000 $'000 $'000 $'000

Deferred tax liabilities 885 993 13 -

Deferred tax assets 523 684 - 3
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The following temporary differences have not been recognised:

GROUP
2009 2008
$'000 $'000

Deductible temporary differences 108 123

Tax losses 24,109 48,448
_________________________________________________________________________________________________
24,217 48,571
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the respective
countries in which certain subsidiaries operate. Deferred tax assets have not been recognised in respect of these
items because it is not probable that future taxable profit will be available against which the subsidiaries concerned
can utilise the benefit.

10 OTHER RECEIVABLE

Other receivable relates to sales proceeds receivable from the disposal of the freehold land and building in 2004.
Under the terms of the agreement, the buyer will pay the remaining proceeds of $5,000,000 and $7,200,000 in
December 2009 and December 2011 respectively.

The receivable was recognised initially at fair value and is subsequently measured at amortised cost using the
effective interest method.

GROUP
2009 2008
$'000 $'000

Other receivable 12,200 12,200

Unamortised fair value adjustment (566) (845)
_________________________________________________________________________________________________
11,634 11,355
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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11 TRADE AND OTHER RECEIVABLES

GROUP COMPANY
2009 2008 2009 2008
$'000 $'000 $'000 $'000

Trade receivables 27,233 26,818 12 3

Allowance for doubtful debts (690) (1,583) - -
_________________________________________________________________________________________________
26,543 25,235 12 3
Deposits 26,215 24,340 138 149
Prepayments 8,519 6,530 25 22
Staff advances 549 354 165 217
Other receivables 2,082 4,951 38 21
Amounts due from:
- subsidiaries (trade) - - 392 628
- subsidiaries (non-trade) - - 31,250 23,926
- associates (trade) 33 86 33 4
- associates (non-trade) 73 198 133 -
- affiliates (non-trade) 100 1,378 - -
Tax recoverable 241 191 - -
_________________________________________________________________________________________________
64,355 63,263 32,186 24,970
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
An affiliate is an entity, other than a related corporation, in which the directors and/or shareholders of the Company
have substantial financial interests and may be able to exercise significant influence over the entity.

The non-trade amounts due from subsidiaries, associates and affiliates are unsecured, interest-free and repayable
on demand.

The Group's credit risk arises predominantly from its retail and wholesale customers.

Concentration of credit risk relating to wholesale customers is limited due to the Group's many varied customers.
These customers are internationally dispersed and sell in a variety of end markets. The Group's historical experience
in the collection of accounts receivable falls within the recorded allowances. Due to these factors, management
believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Group's
trade receivables.

Concentration of credit risk relating to retail customers is limited due to the use of electronic payment networks
and credit cards as the primary mode of payment.

The maximum exposure to credit risk for trade and other receivables at the reporting date (by type of customer) is:

GROUP COMPANY
2009 2008 2009 2008
$'000 $'000 $'000 $'000

Wholesale customers 23,834 23,088 - -

Retail customers 2,697 2,144 - -
Rental customers 12 3 12 3
Other receivable 11,634 11,355 - -
_________________________________________________________________________________________________
38,177 36,590 12 3
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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11 TRADE AND OTHER RECEIVABLES (CONT’D)

The Group's most significant customer, an overseas retailer, accounts for $785,000 (2008: $778,000) of the trade
receivables' carrying amount as at 31 March 2009. The other receivable of $11,634,000 (2008: $11,355,000)
is due from the purchaser of the Group's freehold land and building.

The ageing of trade receivables at reporting date is:

ALLOWANCE FOR ALLOWANCE FOR

GROSS DOUBTFUL DEBTS GROSSD OUBTFUL DEBTS
2009 2009 2008 2008
$'000 $'000 $'000 $'000
GROUP
Not past due 19,164 - 13,688 -
Past due 0 - 60 days 5,353 10 5,200 -
Past due 61 - 365 days 1,310 24 6,083 60
More than one year 1,406 656 1,847 1,523
_________________________________________________________________________________________________
27,233 690 26,818 1,583
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

COMPANY
Not past due 12 - 3 -
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The change in allowance for doubtful debts in respect of trade receivables during the year is as follows:

GROUP
2009 2008
$'000 $'000

At 1 April 1,583 1,043

Allowance recognised 80 652
Bad debts written off (912) (68)
Translation difference (61) (44)
_________________________________________________________________________________________________
At 31 March 690 1,583
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Based on historical default rates, the Group believes that no impairment allowance is necessary in respect of trade
receivables not past due or past due up to 30 days. These receivables are mainly arising by customers that have
a good record with the Group.

12 DERIVATIVE FINANCIAL INSTRUMENTS

GROUP
2009 2008
$'000 $'000

Foreign exchange forward contracts and options 115 26

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The foreign exchange forward contracts will expire on 19 June 2009.

13 INVENTORIES
GROUP
2009 2008
$'000 $'000

Inventories 156,456 132,695

Goods in transit 4,624 4,524
Goods on consignment 6,101 4,448
_________________________________________________________________________________________________
167,181 141,667
Allowance for inventory obsolescence (5,862) (3,964)
_________________________________________________________________________________________________
161,319 137,703
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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14 OTHER FINANCIAL ASSET
GROUP
2009 2008
$'000 $'000

Trading equity securities - quoted 37 50

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

15 CASH AND CASH EQUIVALENTS

GROUP COMPANY
Note 2009 2008 2009 2008
$'000 $'000 $'000 $'000

Fixed deposits with banks 40,642 33,765 17,802 18,716

Cash and bank balances 15,139 18,244 1,028 443
_________________________________________________________________________________________________
55,781 52,009 18,830 19,159
Bank overdrafts 18 (13,924) (15,332) - -
_________________________________________________________________________________________________
41,857 36,677 18,830 19,159
––––––––––––––––––––––
Fixed deposits pledged to banks (327) (210)
_______________________________________________________________________
Cash and cash equivalents in
consolidated statement of
cash flows 41,530 36,467
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The effective interest rates per annum at the balance sheet date are as follows:

GROUP COMPANY
2009 2008 2009 2008
$'000 $'000 $'000 $'000
% % % %
Cash and cash equivalents,
excluding bank overdrafts 0.1 - 9.0 0.7 - 9.5 0.1 0.7
Bank overdrafts 4.3 - 21.0 4.5 - 13.5 - -
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The interest rates reprice at intervals ranging from one day, one week, or one, three and six months.

16 SHARE CAPITAL
COMPANY
2009 2008
Number of Number of
shares shares
('000) ('000)
Fully paid ordinary shares, with no par value
At 1 April and 31 March 352,615 352,615
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual
assets.

Capital management

The primary objective of the Group's capital management is to maintain an adequate and efficient capital structure
so as to support its business and growth and enhance shareholders' value.

The Group regularly reviews and manages its capital structure, comprising shareholders' equity and borrowings,
to ensure optimal capital structure and shareholders' returns, taking into consideration operating cash flows,
capital expenditures, investment opportunities, gearing ratio and prevailing market interest rates. No changes
were made to the objectives, policies or processes of capital management during the years ended 31 March 2009
and 31 March 2008.

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16 SHARE CAPITAL (CONT’D)

As disclosed in Note 17, a subsidiary of the Group is required by Article 255 of the UAE Commercial Companies
Law of 1984 to contribute and maintain a non-distributable statutory reserve fund whose utilisation is subject to
circumstances stipulated in the above-mentioned law. This externally imposed capital requirement has been
complied with by the subsidiary for financial years ended 31 March 2009 and 31 March 2008.

17 RESERVES

Statutory reserve

The statutory reserve represents 10% of the annual net profits of subsidiaries which are appropriated as required
under the legislation of their country of incorporation. The annual appropriation may be discontinued when the
reserve reaches 50% of the paid-up capital of the respective subsidiaries. The reserve is not available for distribution
except as stipulated by the law of their country of incorporation.

Capital reserves
GROUP COMPANY
2009 2008 2009 2008
$'000 $'000 $'000 $'000
Capital reserves comprise:

Capital reserve on consolidation 79 79 - -

Goodwill written off:

- arising from the acquisition
of the listing status (5,000) (5,000) (5,000) (5,000)
- on consolidation of subsidiaries (955) (955) - -
_________________________________________________________________________________________________
(5,876) (5,876) (5,000) (5,000)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Currency translation reserve

The currency translation reserve of the Group comprises foreign exchange differences arising from the translation
of the financial statements of foreign operations whose functional currencies are different from the functional
currency of the Company.

18 INTEREST-BEARING LIABILITIES
GROUP COMPANY
Note 2009 2008 2009 2008
$'000 $'000 $'000 $'000

Non-current liabilities
Secured bank loans 15,006 1,862 - -
Unsecured bank loans 2,881 4,237 - -
Finance lease liabilities 155 253 69 97
_________________________________________________________________________________________________
18,042 6,352 69 97
_________________________________________________________________________________________________
Current liabilities
Bank overdrafts 15 13,924 15,332 - -
Secured bank loans 19,173 18,095 - -
Unsecured bank loans 4,900 4,266 - -
Secured trust receipts 22,640 18,556 - -
Unsecured trust receipts 71,788 77,598 - -
Finance lease liabilities 212 238 29 29
_________________________________________________________________________________________________
132,637 134,085 29 29
_________________________________________________________________________________________________
Total borrowings 150,679 140,437 98 126
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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18 INTEREST-BEARING LIABILITIES (CONT’D)

The secured bank loans and trust receipts are secured on the following assets:
(a) Leasehold land and properties with net book value of $1.9 million as at 31 March 2009 (2008: $2.0 million);
(b) A fixed and floating charge over all present and future assets of a subsidiary to which the banking facilities
are granted; and
(c) Inventories and accounts receivables of certain subsidiaries in the Group to which banking facilities are granted.

Finance lease liabilities

At 31 March 2009, the Group and the Company have obligations under finance leases that are payable as follows:

2009 2008
PRINCIPAL INTEREST PAYMENTS PRINCIPAL INTEREST PAYMENTS
$'000 $'000 $'000 $'000 $'000 $'000
GROUP
Repayable within 1 year 212 25 237 238 42 280
Repayable after 1 year
but within 5 years 155 23 178 253 37 290
_________________________________________________________________________________________________
367 48 415 491 79 570
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

COMPANY
Repayable within 1 year 29 5 34 29 5 34
Repayable after 1 year
but within 5 years 69 12 81 97 17 114
_________________________________________________________________________________________________
98 17 115 126 22 148
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The effective interest rates per annum at the balance sheet date for the finance lease obligations of the Group
and the Company are 2.8% - 12.0% (2008: 2.8%-10.4%) and 4.7% (2008: 4.7%) respectively. These leases carry
fixed interest rates.

Trust receipts
The effective interest rates per annum on the trust receipts at the balance sheet date are 1.8% - 10.3% (2008:
2.4% - 11.5%). The interest rates will reprice within 6 months of the balance sheet date.

Terms and debt repayment schedule

Terms and conditions of outstanding loans and borrowings are as follows:

NOMINAL 2009 2008

INTEREST YEAR OF FACE CARRYING FACE CARRYING
RATE MATURITY VALUE AMOUNT VALUE AMOUNT
% $'000 $'000 $'000 $'000
GROUP
Secured bank loans:
- AUD floating rate loans 6.1 2010 7,551 7,551 9,080 9,080
- INR floating rate loans 12.5 2009 6,400 6,400 7,200 7,200
- RM fixed rate loans 3.3 2010 1,407 1,407 594 594
- PHP floating rate loans - - - - 136 136
- USD floating rate loans 7.5 - 10.0 2009 - 2013 18,821 18,821 2,947 2,947

Unsecured bank loans:

- RM fixed rate loans 3.6 - 4.5 2009 - 2013 4,021 4,021 5,254 5,254
- INR floating rate loans 12.5 2009 3,760 3,760 2,790 2,790
- USD floating rate loans - - - - 459 459
__________________________________________
41,960 41,960 28,460 28,460
––––––––––––––––––––––––––––––––––––––––––

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18 INTEREST-BEARING LIABILITIES (CONT’D)

NOMINAL 2009 2008

INTEREST YEAR OF FACE CARRYING FACE CARRYING
RATE MATURITY VALUE AMOUNT VALUE AMOUNT
% $'000 $'000 $'000 $'000
GROUP
Finance lease liabilities 2.3 - 6.6 2009-2013 415 367 570 491
Secured trust receipts 2.3 - 10.0 2009 22,640 22,640 18,556 18,556
Unsecured trust receipts 1.8 - 10.3 2009 71,788 71,788 77,598 77,598
Bank overdrafts 4.3 - 21.0 2009 13,924 13,924 15,332 15,332
__________________________________________
150,727 150,679 140,516 140,437
––––––––––––––––––––––––––––––––––––––––––
COMPANY
Finance lease liabilities 4.7 2012 115 98 148 126
––––––––––––––––––––––––––––––––––––––––––

The following are the expected contractual undiscounted cash inflows (outflows) of financial liabilities, including
interest payments and excluding the impact of netting agreements:

CARRYING
AMOUNT CASH FLOWS
______________________________________ ______________________________________________________
MORE
CONTRACTUAL WITHIN WITHIN THAN
CASH FLOWS 1 YEAR 1 TO 5 YEARS 5 YEARS
GROUP $'000 $'000 $'000 $'000
2009

Non-derivative financial liabilities

Variable interest rate loans 36,532 (41,500) (25,240) (16,260) -
Fixed interest rate loans 5,428 (6,262) (1,927) (4,335) -
Finance lease liabilities 367 (415) (237) (178) -
Secured trust receipts 22,640 (22,640) (22,640) - -
Unsecured trust receipts 71,788 (71,788) (71,788) - -
Bank overdrafts 13,924 (13,924) (13,924) - -
Trade and other payables 92,624 (92,624) (92,624) - -
______________________________________ ______________________________________________________
243,303 (249,153) (228,380) (20,773) -
–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––

2008
Non-derivative financial liabilities

Variable interest rate loans 22,612 (26,995) (25,406) (1,589) -

Fixed interest rate loans 5,848 (6,623) (1,348) (5,108) (167)
Finance lease liabilities 491 (570) (280) (290) -
Secured trust receipts 18,556 (18,556) (18,556) - -
Unsecured trust receipts 77,598 (77,598) (77,598) - -
Bank overdrafts 15,332 (15,332) (15,332) - -
Trade and other payables 92,735 (92,735) (92,735) - -
______________________________________ ______________________________________________________
233,172 (238,409) (231,255) (6,987) (167)
–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––

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18 INTEREST-BEARING LIABILITIES (CONT’D)

CARRYING
AMOUNT CASH FLOWS
______________________________________ ______________________________________________________
MORE
CONTRACTUAL WITHIN WITHIN THAN
CASH FLOWS 1 YEAR 1 TO 5 YEARS 5 YEARS
COMPANY $'000 $'000 $'000 $'000
2009

Finance lease liabilities 98 (115) (34) (81) -

Trade and other payables 1,279 (1,279) (1,279) - -
______________________________________ ______________________________________________________
1,377 (1,394) (1,313) (81) -
–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––

2008
Finance lease liabilities 126 (148) (34) (114) -
Trade and other payables 1,534 (1,534) (1,534) - -
______________________________________ ______________________________________________________
1,660 (1,682) (1,568) (114) -
–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––

19 OTHER PAYABLES
GROUP
2009 2008
$'000 $'000

Sundry creditors 3,105 3,275

Deferred lease benefits 22 75
_________________________________________________________________________________________________
3,127 3,350
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

20 OTHER PROVISIONS
GROUP
2009 2008
$'000 $'000
Non-current
Provision for reinstatement costs 1,355 1,012
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Current
Provision for consignment loss 167 470
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Movements in provisions are as follows:

PROVISION FOR PROVISION FOR

REINSTATEMENT COSTS CONSIGNMENT LOSS
2009 2008 2009 2008
$'000 $'000 $'000 $'000

At 1 April 1,012 1,190 470 160

Provisions made during the year 536 245 212 574
Provisions utilised during the year (183) (374) (522) (254)
Translation differences (10) (49) 7 (10)
_________________________________________________________________________________________________
At 31 March 1,355 1,012 167 470
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Reinstatement costs

The provision for reinstatement costs relates primarily to costs of dismantlement, removal or restoration of stores
upon termination/non-renewal of leases.

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20 OTHER PROVISIONS (CONT’D)

Consignment loss

The provision for consignment loss is made for the possible liability for stock losses upon return of consignment
inventories to the consignor. The provision is estimated based on historical consignment losses data.

21 TRADE AND OTHER PAYABLES

GROUP COMPANY
2009 2008 2009 2008
$'000 $'000 $'000 $'000

Trade payables 51,378 51,055 63 162

Accruals 26,165 24,545 792 969
Deposits received 262 395 125 243
Other payables 11,814 12,988 298 159
Deferred income 792 1,175 - -
Deferred lease benefit 590 681 - -
Amounts due to:
- associates
- trade 1,137 1,215 - -
- non-trade 209 319 - -
- subsidiaries (non-trade) - - 1 1
- affiliates (non-trade) - 220 - -
- other key management personnel
(non-trade) 277 142 - -
_________________________________________________________________________________________________
92,624 92,735 1,279 1,534
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

The non-trade amounts due to associates, subsidiaries, affiliates and other key management personnel are interest-
free and repayable on demand.

22 SEGMENT REPORTING

Segment information is presented in respect of the Group's business and geographical segments. The primar y
format, business segments, is based on the Group's management and internal reporting structure.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis. Inter-segment pricing is determined on mutually agreed terms.

The Group's main business segments are:

Retail Retailing of fashion, sports, golf and active lifestyle products including footwear,
apparel, accessories and equipment.

Distribution Distribution of fashion, sports, golf and active lifestyle products including footwear,
apparel, accessories and equipment.

The Group's main geographical segments are in Asia Pacific and Middle East. In presenting information on the
basis of geographical segments, segment revenue is based on geographical location of customers. Segment assets
are based on the geographical location of the assets.

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22 SEGMENT REPORTING (CONT’D)
Business Segments
RETAIL DISTRIBUTION OTHERS ELIMINATIONS TOTAL
$'000 $'000 $'000 $'000 $'000
2009
Revenue and expenses
Total revenue from
external customers 667,795 103,505 1,801 - 773,101
Inter-segment revenue - 51,029 19,869 (70,898) -
_________________________________________________________________________________________________
Total revenue - 154,534 21,670 (70,898) 773,101
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Segment results 48,921 25,355 (5,505) - 68,771
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Unallocated other income 1,793
Unallocated expenses (38,648)
_________
Profit from operations 31,916
Net finance expenses (7,758)
Share of loss of associates, net of tax (707)
Income tax expense (7,005)
Minority interests (292)
_________
Profit for the year 16,154
–––––––––
Assets and liabilities

Segment assets 235,223 57,903 14,142 - 307,268

Investment in associates 3,089
Unallocated assets 85,090
_________
Total assets 395,447
–––––––––

Segment liabilities 117,291 27,531 259 - 145,081

Unallocated liabilities 107,403
_________
Total liabilities 252,484
–––––––––
2008
Revenue and expenses
Total revenue from
external customers 639,589 92,290 2,383 - 734,262
Inter-segment revenue - 45,735 21,533 (67,268) -
_________________________________________________________________________________________________
Total revenue 639,589 138,025 23,916 (67,268) 734,262
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Segment results 44,529 21,636 (5,768) - 60,397
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Unallocated other income 11,311

Unallocated expenses (37,733)
_________
Profit from operations 33,975
Net finance expenses (9,298)
Share of loss of associates, net of tax (360)
Income tax expense (9,762)
Minority interests (827)
_________
Profit for the year 13,728
–––––––––

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22 SEGMENT REPORTING (CONT’D)
Business Segments
RETAIL DISTRIBUTION OTHERS ELIMINATIONS TOTAL
$'000 $'000 $'000 $'000 $'000
2008
Assets and liabilities
Segment assets 212,085 52,252 14,947 - 279,284
Investment in associates 2,087
Unallocated assets 96,085
_________
Total assets 377,456
–––––––––

Segment liabilities 138,951 26,387 1,150 - 166,488

Unallocated liabilities 77,798
_________
Total liabilities 244,286
–––––––––
2009
Non-cash expenses
Amortisation 246 - - - 246
Unallocated impairment - - - - 9,997
_________
Total amortisation and
impairment of intangible
assets 10,243
–––––––––
Depreciation 21,904 572 205 - 22,681

Unallocated depreciation 1,881

_________
Total depreciation 24,562
–––––––––
Capital expenditure
Capital expenditure 29,989 719 57 - 30,765
Unallocated capital expenditure 1,582
_________
Total capital expenditure 32,347
–––––––––
2008
Non-cash expenses
Amortisation 397 - - - 397
Unallocated impairment - - - - 11,666
_________
Total amortisation and
impairment of intangible
assets 12,063
–––––––––
Depreciation 21,544 434 230 - 22,208
Unallocated depreciation 1,865
_________
Total depreciation 24,073
–––––––––
Capital expenditure

Capital expenditure 26,777 802 2 - 27,581

Unallocated capital expenditure 2,448
_________
Total capital expenditure 30,029
–––––––––

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22 SEGMENT REPORTING (CONT’D)
Geographical Segments

SOUTH-EAST NORTH SOUTH MIDDLE SOUTH

ASIA ASIA ASIA EAST PACIFIC TOTAL
$'000 $'000 $'000 $'000 $'000 $'000
2009
Total revenue from
external customers 451,840 66,595 16,496 156,816 81,354 773,101
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Total assets 150,209 15,113 4,642 110,973 26,331 307,268
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Amortisation and
impairment of intangible
assets 125 62 - 20 10,036 10,243
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Depreciation 13,738 1,260 184 4,861 4,519 24,562
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Capital expenditure 6,712 1,302 63 20,826 3,444 32,347
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

2008
Total revenue from
external customers 448,397 69,083 20,953 118,208 77,621 734,262
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Total assets 168,410 13,524 11,080 56,357 29,913 279,284
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Amortisation and
impairment of intangible
assets 141 89 1,602 21 10,210 12,063
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Depreciation 14,207 1,554 204 3,448 4,660 24,073
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Capital expenditure 17,310 703 684 6,699 4,633 30,029
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

23 REVENUE
GROUP
2009 2008
$'000 $'000

Sales of goods 771,986 732,868

Rental income 1,115 1,074
Others - 320
_________________________________________________________________________________________________
773,101 734,262
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

24 FINANCE INCOME AND EXPENSES

GROUP
2009 2008
$'000 $'000
Interest income:
- financial institutions 1,004 574
- financial asset measured at amortised cost 285 272
_________________________________________________________________________________________________
1,289 846
________________________________________________________________________________________________

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24 FINANCE INCOME AND EXPENSES (CONT’D)
GROUP
2009 2008
$'000 $'000
Interest expenses:
- bank overdrafts (2,002) (2,571)
- trust receipts (4,029) (4,775)
- finance lease liabilities (32) (39)
- bank loans (2,984) (2,759)
_________________________________________________________________________________________________
(9,047) (10,144)
_________________________________________________________________________________________________
Net finance expenses recognised in income statement (7,758) (9,298)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

25 PROFIT FOR THE YEAR

The following items have been included in arriving at profit for the year:
GROUP
2009 2008
$'000 $'000
Waiver of bank loan and interest - (10,064)
Allowance for inventory obsolescence 2,441 1,665
Bad debts written off (trade) 18 -
Bad debts recovered (trade) (6) (4)
Fair value change in securities 13 9
Exchange loss/(gain), net 378 (2,679)
Loss on disposal of property, plant and equipment 456 537
Non-audit fees paid to:
- auditors of the Company 85 80
- other auditors 49 35
Operating lease expenses
- fixed rent 118,884 115,052
- variable rent 9,390 9,382
Property, plant and equipment written off 1,456 1,089
Provision for consignment losses 212 574
Allowance for doubtful debts 85 669
Contributions to defined contribution plans 7,327 6,850
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

26 INCOME TAX EXPENSE

GROUP
2009 2008
$'000 $'000
Current tax expense
Current year 7,733 9,599
(Over)/Under provision in prior years (739) 85
_________________________________________________________________________________________________
6,994 9,684
Deferred tax expense
Origination and reversal of temporary differences (65) 252
Reduction in tax rate (7) (13)
Under/(Over) provision in prior years 83 (161)
_________________________________________________________________________________________________
11 78

_______________________________________________________________________________________________
Total income tax expense 7,005 9,762
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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26 INCOME TAX EXPENSE (CONT’D)
GROUP
2009 2008
$'000 $'000
Reconciliation of effective tax rate
Profit for the year 16,446 14,555
Total income tax expense 7,005 9,762
_________________________________________________________________________________________________
Profit before income tax 23,451 24,317
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Income tax using Singapore tax rate at 17% (2008: 18%) 3,987 4,377
Effect of tax rates in foreign jurisdictions (5,838) (4,374)
Effect of change in rate (7) (13)
Expenses not deductible for tax purposes 4,430 5,934
Tax exempt revenue (711) (560)
Effects of utilisation of previously unrecognised tax losses
and temporary differences - (210)
Tax benefits not recognised 5,573 4,384
Overprovision in prior years (656) (76)
Tax deducted at source on foreign sourced income 239 349
Others (12) (49)
_________________________________________________________________________________________________
7,005 9,762
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

27 EARNINGS PER SHARE

GROUP
2009 2008
$'000 $'000
Basic and diluted earnings per share is based on:
Net profit attributable to ordinary shareholders 16,154 13,728
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

No. of shares No. of shares

Weighted average number of shares outstanding
during the year (in thousand) 352,615 352,615
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

28 SIGNIFICANT RELATED PARTY TRANSACTIONS

For the purposes of these financial statements, parties are considered to be related to the Group if the Group has
the ability, directly or indirectly, to control the party or exercise significant influence over the party in making
financial and operating decisions, or vice versa, or where the Group and the party are subject to common control
or common significant influence. Related parties may be individuals or entities.

Other than those disclosed elsewhere in the financial statements, during the financial year, the Group had the
following significant related party transactions entered into at arm's length and on normal commercial terms:

GROUP
2009 2008
$'000 $'000
Key management remuneration:
- short-term employee benefits 4,870 5,447
- post-employment benefits 67 61
_________________________________________________________________________________________________
4,937 5,508
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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28 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)

GROUP
2009 2008
$'000 $'000
Associates
Services rendered by an associate (415) (474)
Services rendered to associates 447 892
Sales of fixed assets to associates - 1,490

Sales 35 448
Purchases (4,260) (5,072)

Affiliates
Lease of premises from affiliates (4,017) (796)
Purchases from affiliates (284) -
Sales to affiliates 65 320
Sale of assets to affiliates - 666

Lease of premises from director 449 482

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

29 COMMITMENTS

(a) At 31 March 2009, the Group has commitments for future minimum lease payments under non-cancellable
operating leases as follows:

GROUP
2009 2008
$'000 $'000
Payable:
- Within 1 year 115,467 109,850
- After 1 year but within 5 years 222,448 172,189
- After 5 years 42,800 43,845
_________________________________________________________________________________________________
380,715 325,884
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

The Group leases a number of retail outlet facilities under operating leases. The leases typically run for an initial
period of one to five years. The Group may be required to make additional lease payments based on revenue
achieved.

In addition, in conjunction with the sale and leaseback agreement with HSBC Institutional Trust Services (Singapore)
Limited, acting as trustee of Ascendas Real Estate Investment Trust, for the freehold land and building known
as Wisma Gulab which is occupied by the Company as its headquarters and by certain subsidiaries for its Singapore
and Asia Pacific operations, the Company has entered into an agreement to lease Wisma Gulab for a period of
15 years from December 2004 with an option to renew for a further five years.

(b) The Company had sub-leased out certain units in Wisma Gulab. At 31 March 2009, non-cancellable operating
lease rentals were receivable as follows:

GROUP COMPANY
2009 2008 2009 2008
$'000 $'000 $'000 $'000
Receivable:
- Within 1 year 2,549 2,658 2,549 2,658
- After 1 year but within 5 years 589 191 589 191
_________________________________________________________________________________________________
3,138 2,849 3,138 2,849
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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29 COMMITMENTS (CONT’D)
(c) At 31 March 2009, the Group has the following capital commitments:

GROUP
2009 2008
$'000 $'000
Contracted but not provided for 1,174 1,937
Approved but not contracted for 13,992 12,298
_________________________________________________________________________________________________
15,166 14,235
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

30 ACQUISITION OF ADDITIONAL INTEREST IN A SUBSIDIARY

During the year, the Group increased its shareholdings in Progolf International (L.L.C.) by acquiring the remaining
25% that it did not own. Following the acquisition, Progolf International (L.L.C.) became a wholly owned subsidiary
of the Group.

The effects of the acquisition are as follows:

2009
$'000
Carrying amounts and recognised values
Property, plant and equipment 194
Inventories 1,534
Trade and other receivables 669
Cash at bank (net of overdraft) (22)
Trade and other payables (622)
Bank borrowings (313)
_________________________________________________________________________________________________
1,440
_________________________________________________________________________________________________
Purchase consideration 1,440
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

31 FINANCIAL RISK MANAGEMENT

Overview

Risk management is integral to the whole business of the Group. The Group has a system of controls in place to
create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The
management continually monitors the Group's risk management process to ensure that an appropriate balance
between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group's activities.

The Audit Committee oversees how management monitors compliance with the Group's risk management policies
and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the
Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both
regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the
Audit Committee.

Credit risk

Credit risk is the potential financial loss resulting from failure of a customer or counterpar ty in settling their
financial and contractual obligations to the Group, as and when they fall due.

The Group's primary exposure to credit risk arises through its trade receivables. The management has a credit
policy in place and exposure to credit risk is monitored on an ongoing basis. Refer to Note 11 for additional
information. Other financial assets of the Group with exposure to credit risk include cash and fixed deposits that
are placed with financial institutions which are regulated.

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31 FINANCIAL RISK MANAGEMENT (CONT’D)
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by the
management to finance the Group's operations and to mitigate the effects of fluctuations in cash flows. Typically
the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of
60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances
that cannot reasonably be predicted, such as natural disasters.

Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity
prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market
risk management is to manage and control market risk exposures within acceptable parameters, while optimising
the return on risk.

Interest rate risk

The Group's exposure to changes in interest rates relates primarily to interest-earning financial assets and interest-
bearing financial liabilities. Interest rate risk is managed by the Group on an ongoing basis with the primar y
objective of limiting the extent to which net interest expense could be affected from an adverse movement in
interest rates.

Sensitivity analysis
For the variable rate instruments, a change of 100 bp in interest rate at the repor ting date would increase
(decrease) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
foreign currency rates, remain constant.
PROFIT OR LOSS
100 BP 100 BP
INCREASE DECREASE
$'000 $'000
GROUP
31 March 2009
Variable rate liabilities (505) 505
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
31 March 2008
Variable rate liabilities (379) 379
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Foreign currency risk
The Group incurs foreign currency risk mainly on purchases and borrowings that are denominated primarily in Euro
and the United States dollar.

Exposure to currency risk is monitored on an ongoing basis and the Group endeavours to keep the net exposure
at an acceptable level. When necessary, the Group will consider using forward exchange contracts to hedge its
foreign currency risk.

At 31 March 2009, the Group has outstanding forward exchange and options contracts with notional amounts
of approximately $4,341,000 (2008: $2,178,000) and Nil (2008: $Nil) respectively. Based on market forward
rates prevailing at the balance sheet date for similar transactions, the Group would receive approximately $115,000
(2008: $26,000) if the contracts were terminated at that date (Note 12).

The Group's and Company's exposures to foreign currency are as follows:

31 MARCH 2009 31 MARCH 2008

SINGAPORE US SINGAPORE US
DOLLAR DOLLAR EURO DOLLAR DOLLAR EURO
$'000 $'000 $'000 $'000 $'000 $'000
GROUP
Trade and other receivables 113 408 (409) 1,306 3,720 1
Cash and cash equivalents 34 6,728 - - 5,603 -
Interest-bearing liabilities (2,248) (6,432) - (1,277) (5,924)
Financial derivatives - - 115 - - 26
Trade and other payables (11,142) (6,738) (14,245) (26,509) (18,314) (15,489)
_________________________________________________________________________________________________
(13,243) (6,034) (14,539) (26,480) (14,915) (15,462)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
COMPANY
Cash and cash equivalents - - - - 14 -
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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31 FINANCIAL RISK MANAGEMENT (CONT’D)
Sensitivity analysis

A 10% strengthening of Singapore dollar against the following currencies at the reporting date would increase
(decrease) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
interest rates, remain constant.
GROUP COMPANY
US DOLLAR EURO US DOLLAR EURO
$'000 $'000 $'000 $'000

31 March 2009
Profit or loss 603 1,454 - -
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
31 March 2008
Profit or loss 1,491 1,546 (1) -
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
A 10% weakening of Singapore dollar against the above currencies would have had the equal but opposite effect
on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

Estimation of fair values

The methodologies and assumptions used in the estimation of fair values depend on the terms and risk characteristics
of the various instruments and include the following:

The following summarises the significant methods and assumptions used in estimating the fair values of financial
instruments of the Group and Company.

Financial instruments for which fair value is equal to the carrying value

These financial instruments include trade and other receivables, cash and cash equivalents, trade and other
payables and current portions of interest-bearing liabilities. The carrying values of these financial instruments are
an approximation of the fair values because they are short-term in nature or repriceable.

Forward exchange contracts and options and quoted equity investments

The fair values are based on quoted market prices at the balance sheet date.

Non-current financial assets and liabilities

Fair value is calculated using discounted cash flow models, with the discount rate determined based on benchmark
rates for instruments with similar maturity and repricing plus a credit spread. In determining the applicable credit
spread, reasonable effor ts have been made to determine whether there has been a change in the credit risk
associated with the financial asset or financial liability.

There are no financial instruments measured at fair value using a valuation technique that is not supported by
observable market prices or rates at the balance sheet date.

At the balance sheet date, the fair values of financial assets and liabilities approximate their carrying amounts.

32 CONTINGENT LIABILITIES
Guarantees given by the Company to bankers for facilities granted to subsidiaries as at 31 March 2009 was
$333,821,000 (2008: $313,948,000).

33 NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

The Group has not applied the following accounting standards (including its consequential amendments) and
interpretations that have been issued as of the balance sheet date but are not yet effective:

* FRS 1 (revised 2008) Presentation of Financial Statements

* FRS 23 (revised 2007) Borrowing Costs
* Amendments to FRS 101 First-time Adoption of Financial Reporting Standards and FRS 27 Consolidated and
Separate Financial Statements - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
* FRS 108 Operating Segments
* Improvements to FRSs 2008

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33 NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED (CONT’D)

FRS 1 (revised 2008) will become effective for the Group's financial statements for the year ending 31 March
2010. The revised standard requires an entity to present, in a statement of changes in equity, all owner changes
in equity. All non-owner changes in equity (i.e. comprehensive income) are required to be presented in one statement
of comprehensive income or in two statements (a separate income statement and a statement of comprehensive
income). Components of comprehensive income are not permitted to be presented in the statement of changes
in equity. In addition, a statement of financial position is required at the beginning of the earliest comparative
period following a change in accounting policy, the correction of an error or the reclassification of items in the
financial statements. FRS 1 (revised 2008) does not have any impact on the Group's financial position or results.

FRS 23 (revised 2007) will become effective for the Group's financial statements for the year ending 31 March
2010. FRS 23 (revised 2007) removes the option to expense borrowing costs and requires an entity to capitalise
borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part
of the cost of that asset.

The amendments to FRS 101 and FRS 27 on the cost of an investment in a subsidiary, jointly controlled entity
or associate will become effective for the Company's financial statements for the year ending 31 March 2010.
The amendments remove the definition of "cost method" currently set out in FRS 27, and instead require an entity
to recognise all dividend from a subsidiary, jointly controlled entity or associate as income in its separate financial
statements when its right to receive the dividend is established. The application of these amendments is not
expected to have any significant impact on the Company's financial statements.

The amended FRS 27 requires accounting for changes in ownership interests by the Group in a subsidiary, while
maintaining control, to be recognised as an equity transaction. When the Group loses control of a subsidiary, any
interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit
or loss. The amendments to FRS 27 are not expected to have a significant impact on the Group's financial
statements.

FRS 108 will become effective for financial statements for the year ending 31 March 2010. FRS 108, which
replaces FRS 14 Segment Reporting, requires identification and reporting of operating segments based on internal
reports that are regularly reviewed by the Group's chief operating decision maker in order to allocate resources
to the segment and to assess its performance. Currently, the Group presents segment information in respect of
its business and geographical segments (see Note 22). Under FRS 108, the Group will present segment information
in respect of its operating segments.

Other than FRS 1 (revised 2008), FRS 108 and improvements to FRSs 2008, the initial application of these
standards (and its consequential amendments) and interpretations is not expected to have any material impact
on the Group's financial statements. The Group has not considered the impact of accounting standards issued
after the balance sheet date.

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Supplementary information
(SGX Listing Manual disclosure requirements)

1 Directors' remuneration
Company's directors receiving remuneration from the Group:

NO. OF DIRECTORS
2009 2008

Remuneration of:
$500,000 and above 0 1
Below $250,000 6 6
_________________________________________________________________________________________________
6 7
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

2 Interested person transactions

AGGREGATE VALUE OF
ALL INTERESTED PERSON
TRANSACTIONS DURING THE AGGREGATE VALUE OF ALL
FINANCIAL YEAR UNDER INTERESTED PERSON
REVIEW (EXCLUDING TRANSACTIONS
TRANSACTIONS LESS THAN CONDUCTED UNDER
$100,000 AND SHAREHOLDERS'
TRANSACTIONS CONDUCTED MANDATE PURSUANT TO
UNDER SHAREHOLDERS' RULE 920 (EXCLUDING
MANDATE PURSUANT TRANSACTIONS LESS
TO RULE 920) THAN $100,000)

2009 2008 2009 2008

$'000 $'000 $'000 $'000

Transaction for the lease of premises from:

H.E. Mohamed Ali Rashed Alabbar - - 449 482
Emaar Properties PJSC - - 3,882 735
Aryan Lifestyle Private Limited - - 135 -

Purchase of goods from:

Aryan Lifestyle Private Limited - - 284 -

Sale of goods to:

Aryan Lifestyle Private Limited - - - 320

Sale of assets to:

Aryan Lifestyle Private Limited - 666 - -

The supplementary information above does not form part of the financial statements.

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STATISTICS OF SHAREHOLDINGS AS AT 22 JUNE 2009
Number of shares : 352,615,479 ordinary shares
Issued & Fully Paid-up capital : S$100,259,677.94
Class of Shares : Ordinary shares each fully paid up
Voting Rights : 1 vote per ordinary share

ANALYSIS OF SHAREHOLDINGS
SIZE OF NO. OF % OF NO. OF % OF ISSUED
SHAREHOLDINGS SHAREHOLDERS SHAREHOLDERS SHARES SHARE CAPITAL
_________________________________________________________________________________________________
1 to 999 2,189 94.23 99,656 0.03
1,000 to 10,000 108 4.65 286,530 0.08
10,001 to 1,000,000 18 0.78 1,555,278 0.44
1,000,001 AND ABOVE 8 0.34 350,674,015 99.45
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Total 2,323 100.00 352,615,479 100.00
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

SHAREHOLDINGS IN THE HANDS OF THE PUBLIC AS AT 22 JUNE 2009

Percentage of shareholdings held in the hands of the public is 10.15% and hence Rule 723 of the Listing Manual is
complied with.

TOP 20 SHAREHOLDERS
NAME OF SHAREHOLDERS NO. OF SHARES % OF ISSUED SHARE CAPITAL

1 DB NOMINEES (S) PTE LTD 216,169,245 61.30

2 FALCON INVESTMENT (FZC) 70,048,133 19.87
3 BUKHARY EQUITY SDN BHD 30,620,044 8.68
4 ABDULAZIZ H.A.Y. AL ROUMI 11,000,000 3.12
5 TARIQ AHMAD ABDULRAHIM BAKER 10,500,000 2.98
6 DBS VICKERS SECS (S) PTE LTD 6,522,159 1.85
7 TRANS WORLD INVESTMENTS LLC 3,834,935 1.09
8 ETJAR INVESTMENT LLC 1,979,499 0.56
9 CITIBANK NOMS S'PORE PTE LTD 300,000 0.09
10 PT. SHOWPLA INDO 295,900 0.08
11 QIAN HUI MANUFACTURING (S) PTE LTD 240,900 0.07
12 ICICI LIMITED 237,600 0.07
13 STATE BANK OF INDIA 132,000 0.04
14 PHILLIP SECURITIES PTE LTD 107,179 0.03
15 ITOCHU (THAILAND) LTD 54,000 0.02
16 PT BANK DAI-ICHI KANGYO INDONESIA 41,800 0.01
17 ASAHI CHEMICAL INDUSTRY CO. LTD 36,259 0.01
18 JENNY PRAWESTI 20,000 0.01
19 ITOCHU CORPORATION 14,503 0.00
20 CHUNG LEE PING 11,000 0.00
21 HEMLATA PATHELA 11,000 0.00
22 KIEW HWEE CHING 11,000 0.00
23 TAN ENG KIAT 11,000 0.00
24 SHOWPLA HONG KONG LTD 11,000 0.00
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
TOTAL 352,209,156 99.88
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

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SUBSTANTIAL SHAREHOLDERS AS AT 22 JUNE 2009
(As shown in the Register of Substantial Shareholders)

SHAREHOLDING SHAREHOLDING
SHAREHOLDING HELD BY THE IN WHICH THE
REGISTERED IN SUBSTANTIAL SUBSTANTIAL
THE NAME OF SHAREHOLDERS SHAREHOLDERS PERCENTAGE
SUBSTANTIAL THE SUBSTANTIAL IN THE NAME OF ARE DEEMED TO OF ISSUED
SHAREHOLDERS SHAREHOLDERS NOMINEES BE INTERESTED TOTAL SHARES
_________________________________________________________________________________________________

Golden Ace Pte. Ltd. - 216,169,245 - 216,169245 61.30%

Golden Focus Pte. Ltd. - - 216,169,245 216,169,245 61.30%

MGF Retail Private Limited - - 216,169,245 216,169,245 61.30%

Shravan Gupta - - 216,169,245 216,169,245 61.30%

Emaar Retail LLC - - 216,169,245 216,169,245 61.30%

Emaar Malls Group LLC - - 216,169,245 216,169,245 61.30%

Emaar Properties PJSC - - 216,169,245 216,169,245 61.30%

Emirates Property
Holdings Limited - - 216,169,245 216,169,245 61.30%

Emaar Investment
Holding LLC - - 216,169,245 216,169,245 61.30%

DB Trustees
(Hong Kong) Limited
and Deutsche Bank AG - - 216,169,245 216,169,245 61.30%

Standard Chartered Bank - - 216,169,245 216,169,245 61.30%

H.E. Mohamed Ali

Rashed Alabbar - - 70,048,133 70,048,133 19.87%

Falcon Investment (FZC) 70,048,133 - - 70,048,133 19.87%

Bukhary Equity Sdn Bhd 30,620,044 - - 30,620,044 8.68%

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14 July 2009

BOARD OF DIRECTORS REGISTERED OFFICE:

Mohamed Ali Rashed Alabbar (Non-Executive Chairman) 190 MacPherson Road
Vinod Kumar Gomber (Executive Director) #07-08 Wisma Gulab
Shravan Gupta (Non-Executive Director) Singapore 348548
Basil Chan (Independent Director)
Lew Syn Pau (Independent Director)
Ng Boon Yew (Non-Executive Director)
Low Ping (Alternate Director to Mohamed Ali Rashed Alabbar)
Sanjay Malhotra (Alternate Director to Shravan Gupta)

To: The Shareholders of RSH Limited

Dear Sir/Madam

RENEWAL OF SHAREHOLDERS’ MANDATE

1. BACKGROUND
We refer to (a) the Notice of Annual General Meeting of RSH Limited (the "Company") dated 14 July 2009
(the "Notice") accompanying the Annual Repor t for the financial year ended 31 March 2009, convening the
Thir ty-First Annual General Meeting ("AGM") of the Company to be held on 30 July 2009, and (b) Ordinar y
Resolution 6 under the heading "Special Business" set out in the notice.

2. SHAREHOLDERS’ MANDATE
At the Annual General Meeting ("AGM") of the Company held on 28 July 2008, approval of the Shareholders was
obtained for, inter alia, the renewal of a shareholders' mandate (the "Shareholders Mandate") to enable the
Company, its subsidiaries and associated companies which are considered to be "entities at risk" within the
meaning of Rule 904(2) of the listing manual (the "Listing Manual") of the Singapore Exchange Securities Trading
Limited ("SGX-ST"), in their ordinary course of businesses, to enter into categories of transactions with specified
classes of the Company's interested persons, provided that such transactions are carried out on normal commercial
ter ms, and not prejudicial to the interests of the Company and its minority shareholders.

3. PROPOSED RENEWAL OF THE SHAREHOLDERS’ MANDATE

The Shareholders' Mandate was expressed to take effect until the conclusion of the next AGM of the Company,
being the Thirty-First AGM which is scheduled to be held on 30 July 2009. Accordingly, the Directors propose that
the Shareholders' Mandate be renewed at the Thirty-First AGM, to continue in force until the Thirty-Second AGM
of the Company.

The particulars of the interested person transactions in respect of which the Shareholders' Mandate is sought to
be renewed remain unchanged.

4. DETAILS OF THE SHAREHOLDERS’ MANDATE

Details of the Shareholders' Mandate, including the rationale for, and the benefits to, the Company, the review
procedures for determining transaction prices with interested persons and other general information relating to
Chapter 9 of the Listing Manual, are set out in the Appendix to this Letter.

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5. AUDIT COMMITTEE STATEMENT
The Audit Committee confirms that:
(a) the methods or procedures for determining the transaction prices under the Shareholders Mandate have not
changed since the 2008 AGM; and
(b) the methods or procedures referred to in paragraph 5(a) above are sufficient to ensure that the transactions
will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and
its minority Shareholders.
(c) The Company will obtain a fresh mandate from the shareholders if the methods or procedures for determining
transaction prices referred to in paragraph 5(a) above become inappropriate.

6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

The interests of the Directors and substantial shareholders in the Company's shares as at 22 June 2009, being
the latest practicable date prior to the printing of this Letter were as follows:-

DIRECT INTEREST (1)

DEEMED INTEREST (1)
NAME OF DIRECTORS NO. OF SHARES % NO. OF SHARES %

Mohamed Ali Rashed Alabbar - - 70,048,133 19.87

(2)
Shravan Gupta - - 216,169,245 61.30
Vinod Kumar Gomber - - - -
Basil Chan - - - -
Lew Syn Pau - - - -
Ng Boon Yew - - - -

Notes:

(1) Based on total issued and paid-up ordinary share capital comprising 352,615,479 shares as at the Latest Practicable Date.
(2) Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. Under Section 7 of the Companies Act by virtue of his
interest in MGF Retail, which is deemed to have an interest in Golden Focus Pte. Ltd., which in turn is deemed to have an interest
in Golden Ace Pte. Ltd.

DIRECT INTEREST (1) DEEMED INTEREST (1)

SUBSTANTIAL SHAREHOLDER NO. OF SHARES % NO. OF SHARES %

Falcon Investment (FZC) 70,048,133 19.87 - -

Bukhary Equity Sdn Bhd 30,620,044 8.68 - -
(2)
Golden Ace Pte. Ltd. - - 216,169,245 61.30
(3)
Golden Focus Pte. Ltd. - - 216,169,245 61.30
(4)
Emaar Retail LLC - - 216,169,245 61.30
(5)
MGF Retail Private Limited - - 216,169,245 61.30
(6)
Emaar Malls Group LLC - - 216,169,245 61.30
(7)
Shravan Gupta - - 216,169,245 61.30
(8)
Emaar Properties PJSC - - 216,169,245 61.30
DB Trustees (Hong Kong) Limited
(9)
and Deutsche Bank AG - - 216,169,245 61.30
(10)
Standard Chartered Bank - - 216,169,245 61.30
(11)
Emirates Property Holdings Limited - - 216,169,245 61.30
(12)
Emaar Investment Holding LLC - - 216,169,245 61.30
(13)
H.E. Mohamed Ali Rashed Alabbar - - 70,048,133 61.30

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 Notes:
(1) Based on total issued and paid-up ordinary share capital comprising 352,615,479 shares as at the Latest Practicable Date.
(2) Registered in the name of DB Nominees (S) Pte Ltd.
(3) Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act.
(4) Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act.
(5) Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of its interest in Golden
Focus Pte. Ltd.
(6) Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of its interest in Emaar
Retail LLC.
(7) Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of its interest in MGF
Retail, which is deemed to have an interest in Golden Focus Pte. Ltd., which in turn is deemed to have an interest in Golden Ace Pte. Ltd.
(8) Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of its interest in Emaar
Malls Group LLC.
(9) Deemed interest 216,169,245 shares held by Golden Ace Pte. Ltd. arising out of its ability to exercise voting rights in the shares, while Deutsche
Bank has a controlling interest in DB Trustees (Hong Kong) Ltd and therefore deem to have an interest in the shares.
(10) Deemed interest 216,169,245 shares held by Golden Ace Pte. Ltd. arising out of its ability to exercise voting rights in the shares.
(11) Deemed interest 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of being an indirect wholly
owned subsidiary of Emmar Properties, having acquired the rights to participate in any returns received by Standard Chartered Bank (SCB) in
respect of interest or principals, by payment to SCB of an investment amount equal to the purchase price paid by SCB for the acquisition and
some participation fees.
(12) Deemed interest 216,169,245 shares held by Golden Ace Pte. Ltd. by virtue of its controlling interest in Emirates Property Holding Limited under
Section 7 of the Companies Act.
(13) Deemed interest in 70,048,133 shares held by Falcon Investment (FZC) under Section 7 of the Companies Act.

7. ABSTENTION FROM VOTING

H.E. Mohamed Ali Rashed Alabbar, Mr Shravan Gupta, Mr Vinod Kumar Gomber, Emaar Proper ties and its
subsidiaries and MGF Retail and its subsidiaries, being Interested Persons (as described in paragraph 5 of the
Appendix to this Letter) will abstain from voting, and will procure that their respective associates will also abstain
from voting, their shareholdings, if any, in respect of Ordinar y Resolution 6 relating to the proposed renewal of
the Shareholders' Mandate at the for thcoming AGM. H.E. Mohamed Ali Rashed Alabbar, Mr Shravan Gupta, Mr
Vinod Kumar Gomber, Emaar Properties and its subsidiaries and MGF Retail and its subsidiaries and their respective
associates, will also not accept appointment as proxies, corporate representatives or attorneys for any Shareholder
to vote in respect of Ordinar y Resolution 6 relating to the proposed renewal of the Shareholders' Mandate at
the forthcoming AGM unless the Shareholder concerned indicates clearly how his votes are to be cast in respect
of Ordinar y Resolution 6.

8. DIRECTORS' RECOMMENDATION
The Directors who are considered independent for the purposes of the proposed renewal of the Shareholders'
Mandate are Mr Lew Syn Pau and Mr Basil Chan (the "Independent Directors"). The Independent Directors are
of the view that it would be beneficial to and in the interests of the Company that it, its subsidiaries and associated
companies be permitted to have the flexibility to enter into the types of transactions (as described in paragraph
6 of the Appendix to this Letter) in their ordinar y course of business with the classes of Interested Persons (as
described in paragraph 5 of the Appendix to this Letter). Accordingly, the Independent Directors recommend that
Shareholders vote in favour of the Ordinar y Resolution relating to the proposed renewal of the Shareholders'
Mandate to be proposed at the forthcoming AGM.

9. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors collectively and individually accept responsibility for the accuracy of the information given in this
Letter and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts
stated and the opinions expressed in this Letter are fair and accurate in all material respects as at the date of
this letter and that no material facts have been omitted which would make any such information misleading in
any material respect.

10. ADVICE TO SHAREHOLDERS

Shareholders who are in doubt as to the course of action they should take should consult their stockbroker, bank
manager, solicitor, accountant or other professional adviser immediately.

11. SGX-ST
The SGX-ST takes no responsibility for the accuracy of any statements or opinions made in this Letter.

Yours faithfully
For and on Behalf of RSH Limited

H.E. Mohamed Ali Rashed Alabbar

Chairman

089 www.rshlimited.com
THE APPENDIX
RENEWAL OF THE SHAREHOLDERS' MANDATE FOR INTERESTED PERSON TRANSACTIONS

1 Chapter 9 of the Listing Manual

1.1 Chapter 9 of the Listing Manual (the "Listing Manual") of the Singapore Exchange Securities Trading Limited
("SGX-ST") governs transactions by a listed company, as well as transactions by its subsidiaries and associated
companies that are considered to be at-risk, with the listed company's interested persons. The purpose is to guard
against the risk that interested persons could influence the listed company, its subsidiaries or associated companies
to enter into transactions with interested persons that may adversely affect the interests of the listed company
or its shareholders.

1.2 Except for certain transactions which, by reason of the nature of such transactions, are not considered to put
the listed company at risk to its interested person and hence are excluded from the ambit of Chapter 9 of the
Listing Manual, an immediate announcement, or an immediate announcement and shareholders' approval, would
be required in respect of the transaction if the value of that transaction alone or on aggregation with other
transactions conducted with the interested person during the financial year is equal to or exceeds certain thresholds
(which are based on the value of the transaction as compared with the listed company's latest audited consolidated
net tangible assets ("NTA")) set out in the Listing Manual. In particular, shareholders' approval is required for an
interested person transaction of a value equal to, or which exceeds:

(a) 5% of the listed company's latest audited consolidated NTA; or

(b) 5% of the listed company's latest audited consolidated NTA, when aggregated with other transactions entered
into with the same interested person (as such term is construed under Chapter 9 of the Listing Manual) during
the same financial year.

1.3 Based on the latest audited consolidated accounts of RSH Limited (the "Company") and its subsidiaries (the "RSH
Group") for the financial year ended 31 March 2009, the consolidated NTA of the RSH Group was S$121.8 million.
Accordingly, in relation to the Company, for the purposes of Chapter 9 of the Listing Manual, in the current financial
year and until such time as the audited consolidated accounts of the RSH Group for the financial year ending 31
March 2010 are published, Shareholders' approval would be required where the transaction is of a value equal
to, or more than, S$6.1 million, being 5% of the latest audited consolidated NTA of the RSH Group.

1.4 Chapter 9 of the Listing Manual permits a listed company, however, to seek a mandate from its shareholders for
recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations, but not in
respect of the purchase or sale of assets, undertakings or businesses.

1.5 Under the Listing Manual:

(a) an "entity at risk'' means:-
(i) the listed company;
(ii) a subsidiary of the listed company that is not listed on the SGX-ST or an approved exchange; or
(iii) an associated company of the listed company that is not listed on the SGX-ST or an approved exchange,
provided that the listed company and/or its subsidiaries (the "listed group"), or the listed group and its
interested person(s), has control over the associated company;
(b) an "associated company" means a company in which at least 20% but not more than 50% of its shares are
held by the listed company or group;
(c) "control" means the capacity to dominate decision-making, directly or indirectly, in relation to the financial
and operating policies of a company;
(d) an "approved exchange'' means a stock exchange that has rules which safeguard the interests of shareholders
against interested person transactions according to similar principles to Chapter 9 of the Listing Manual;
(e) an "interested person'' means:-
(i) a director, chief executive officer ("C.E.O.") or controlling shareholder of the listed company; or
(ii) an associate of any such director, C.E.O. or controlling shareholder;
(f) an "associate'' means:-
(i) in relation to any director, C.E.O., substantial shareholder or controlling shareholder (being an individual):-
(1) his immediate family (that is, the person's spouse, child, adopted child, step-child, sibling and parent);
(2) the trustees of any trust of which he or his immediate family is a beneficiar y or, in the case of a
discretionary trust, is a discretionary object; and

090 www.rshlimited.com
 (3) any company in which he and his immediate family together (directly or indirectly) have an interest of
30% or more; and
(ii) in relation to a substantial shareholder or controlling shareholder (being a company), any other company
which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity
of which it and/or other company or companies taken together (directly or indirectly) have an interest of
30% or more;

(g) a "controlling shareholder" means a person who:-

(i) holds directly or indirectly 15% or more of the nominal amount of all voting shares in the company (the SGX-
ST may determine that a person who satisfies this paragraph is not a controlling shareholder); or
(ii) in fact exercises control over a company; and

(h) an "interested person transaction'' means a transaction between an entity at risk and an interested person.

2 Rationale for the Shareholders' Mandate

It is anticipated that the RSH Group will enter into recurrent transactions of revenue or trading nature or those
necessary for its day-to-day operations such as the sale and purchase of products (including, without limitation,
footwear, apparel, sports, golfing and fashion products) as well as the leasing of premises in the ordinary course
of business of the RSH Group to or from companies within the RSH Group.

In view of the time sensitive nature of commercial transactions and to ensure the smooth and continuous operations
of the RSH Group's businesses, the directors of the Company (the "Directors") are seeking the approval of Shareholders
pursuant to Chapter 9 of the Listing Manual for the proposed renewal of the Shareholders' Mandate, provided that
such transactions are carried out on normal commercial terms, and are not prejudicial to the interests of the Company
and its minority Shareholders. Such Interested Person Transactions are described in paragraph 6 below.

3 Scope of the Shareholders' Mandate

The Shareholders' Mandate will cover transactions arising in the ordinary course of business of the RSH Group,
including its principal businesses of the sale and purchase of footwear, apparels, spor ts, golfing and fashion
products as well as the leasing of premises in the ordinary course of business of the RSH Group to or from companies
within the RSH Group.

The Shareholders' Mandate will not cover any Interested Person Transaction that has a value below S$100,000
as the threshold and aggregation requirements of Chapter 9 of the Listing Manual would not apply to such
transactions.

Transactions with Interested Persons which do not come within the ambit of the Shareholders' Mandate (including
any subsequent renewal thereof) will be subject to the relevant provisions of Chapter 9 of the Listing Manual
and/or other applicable provisions of the Listing Manual.

4 Benefit to Shareholders
The Shareholders' Mandate and the subsequent renewal of the Shareholders' Mandate on an annual basis will
enhance the ability of companies in the RSH Group to pursue business opportunities which are time-sensitive in
nature, and will eliminate the need for the Company to announce, or to announce and convene separate general
meetings from time to time to seek the prior approval of Shareholders, as and when potential Interested Person
Transactions with a specific class of Interested Persons arises. This will reduce expenses associated with the
convening of general meetings on an ad-hoc basis, improve administrative efficiency considerably and allow
manpower resources and time to be channeled towards attaining the corporate objectives of the RSH Group.

The Shareholders' Mandate is intended to facilitate transactions in the day-to-day operations of the RSH Group
that are transacted from time to time with the specified classes of Interested Persons, provided that they are
carried out on normal commercial terms, and are not prejudicial to the interests of the Company and its minority
Shareholders. The RSH Group will benefit from having access to competitive quotes from, or transacting with, its
Interested Persons in addition to obtaining quotes from, or transacting with, non-Interested Persons. It will also
enhance the ability of the RSH Group to utilise the resources owned by certain of its Interested Persons which
will enable the RSH Group to provide better and more efficient service to its customers.

5 Classes of Interested Persons

The Shareholders' Mandate will apply to the Interested Person Transactions (as described in paragraph 6 below)
which are carried out with the following classes of Interested Persons:-
a) Emaar Properties, its subsidiaries (including Emaar Malls Group LLC, Emaar Retail LLC, Emirates Property
Holdings Limited, and Emaar investment Holding LLC) and associated companies (collectively, the
"Emaar Group");
b) MGF Retail, its subsidiaries (including Golden Focus Pte. Ltd. and Golden Ace Pte. Ltd.) and associated
companies (collectively, the "MGF Group");
c) H.E. Mohamed Ali Rashed Alabbar and his associates;

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 d) Mr Shravan Gupta and his associates; and
e) Mr Vinod Kumar Gomber and his associates.

Transactions with interested persons (including the Interested Persons) that do not fall within the ambit of the
Shareholders' Mandate will be subject to the relevant provisions of Chapter 9 of the Listing Manual and/or other
applicable provisions of the Listing Manual.

6 Categories of Interested Person Transactions

The Interested Person Transactions with Interested Persons which will be covered by the Shareholders' Mandate
are as follows:-

(a) the sale and purchase of products (including, without limitation, footwear, apparel, sports, golfing and fashion
products) to or from companies within the RSH Group; and

(b) leasing of premises to or from companies within the RSH Group.

7 Review Procedures for Interested Person Transactions

7.1 In general, the Company has internal control procedures to ensure that Interested Person Transactions are carried
out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority
Shareholders. In particular, the Company has adopted the following review procedures:

(a) Sale of products

The sale of products (including, without limitation, footwear, apparel, sports, golfing and fashion products) to
Interested Persons are to be carried out on terms which are no more favourable to the Interested Person than
those extended to unrelated third parties. In this regard, the terms of at least two other transactions with
unrelated third parties for similar products and/or quantities will be used as comparison, wherever possible,
taking into account all pertinent factors, such as the following factors:
(i) whether the pricing and margin are in accordance with the RSH Group's usual business practices and policies;
(ii) track record such as payment history;
(iii) quantity and quality of products; and
(iv) customer specifications and requirements.
Such business practices and policies include consideration of the most recent price list setting out the
recommended sales prices of the RSH Group's products (including, without limitation, footwear, apparel, sports,
golfing and fashion products) to unrelated third parties and ensuring that the RSH Group's profit margins are
maintained.

Where it is not possible to compare against the terms of other transactions with unrelated third parties given
that the product may be sold only to an Interested Person, the RSH Group's pricing for such products to be
sold to Interested Persons will be determined by the RSH Group C.E.O. or the chief financial officer, financial
controller or equivalent of the relevant company in the RSH Group, who has no interest in the Interested Person
Transaction, in accordance with the RSH Group's usual business practices and policies and consistent with
the gross margins to be obtained by the RSH Group for transactions between the RSH Group and unrelated
third parties. In determining the transaction price payable by Interested Persons for such products, factors
such as, but not limited to, quantity, customer requirements and specifications will be taken into account.

(b) Purchase of products

All contracts entered into or transactions with Interested Persons are to be carried out by obtaining quotations
(wherever possible or available) from at least two other unrelated third party suppliers for similar quantities
and/or quality of products, prior to the entry into of the transaction with the Interested Person, as a basis
for comparison to determine whether the price and terms offered by the Interested Person are comparable to
those offered by unrelated third parties for the same or substantially similar type of products. Where such
quotations are not possible or available, the terms may be compared with similar transactions contracted with
unrelated third par ties. In determining whether the price and terms offered by the Interested Person are
comparable, factors such as, but not limited to, delivery schedules, quality of products and track record and,
where applicable, preferential rates, rebates or discounts accorded for bulk purchases, will also be taken into
account.

In the event that such competitive quotations cannot be obtained (for instance, if there are no unrelated third
party vendors of similar products), the RSH Group C.E.O. or the chief financial officer, financial controller or
equivalent of the relevant company in the RSH Group (with no interest, direct or indirect in the IPT), will
determine whether the price and terms offered by the Interested Person are fair and reasonable.

092 www.rshlimited.com
 (c) Leasing of premises to or from companies within the RSH Group

If there is any new lease, revision of rental rates charged to or by (as the case may be) the RSH Group or any
renewal of lease agreements, the senior finance officer of the relevant company in the RSH Group will review
the rental rates, the revision of rental rates, or the revised terms upon which the lease agreements are to be
entered or renewed (as the case may be) on normal commercial terms. This will be done by comparing its
rental rates against those granted to or granted by unrelated third parties.

In the event that such competitive rental rates cannot be obtained (for instance, if there are no unrelated third
parties), the RSH Group C.E.O. or the chief financial officer, financial controller or equivalent of the relevant
company in the RSH Group, who has no interest in the Interested Person Transaction, will determine whether
the price and terms offered by the Interested Person are fair and reasonable. The terms of the lease will be
in accordance with applicable industr y norms, prevailing rates and at rates no less favourable than those
charged by the Interested Person to an unrelated third party. In determining this, factors such as, but not
limited to, location of the premises, the rental rates of comparable premises or nature and reputation of the
transacting party will also be taken into account.

7.2 Approval Thresholds

In addition to the review procedures, the RSH Group will monitor the Interested Person Transactions entered into
by the RSH Group by categorising them as follows:

(a) Category 1 Interested Person Transactions

These are Interested Person Transactions where the value thereof, is in excess of three per cent (3%) of the
audited NTA (based on the latest audited consolidated accounts) of the RSH Group.

All Category 1 Interested Person Transactions shall be approved by the Audit Committee prior to the RSH
Group's entry into such transactions.

(b) Category 2 Interested Person Transactions

These are Interested Person Transactions where the value thereof, is below or equal to three per cent (3%)
of the audited NTA (based on the latest audited consolidated accounts) of the RSH Group.

Category 2 Interested Person Transactions which are of at least S$100,000 in value but below or equal to
S$500,000 in value are to be approved by the RSH Group C.E.O. or the chief financial officer, financial controller
or equivalent of the relevant company in the RSH Group or a Director (each of whom shall not have an interest,
direct or indirect, in such IPT, prior to the RSH Group's entry into such transaction).

Each Category 2 Interested Person Transaction above S$500,000 but below or equal to three per cent (3%)
of the audited NTA (based on the latest audited consolidated accounts) of the RSH Group is to be approved
by a Director (who shall not have an interest, direct or indirect, in such IPT, prior to the RSH Group's entry
into such transaction).

In addition to and without prejudice to the above, where the aggregate value of all Categor y 2 Interested
Person Transactions with the same Interested Person (as defined in Rule 908 of the Listing Manual) in the
current financial year is equal to or exceeds three per cent (3%) of the latest audited NTA of the RSH Group,
the latest and all future Categor y 2 Interested Person Transactions with that same Interested Person (so
defined) will be approved by the Audit Committee prior to the RSH Group's entry into such transactions.

7.3 IPT Register

All Interested Person Transactions must be consistent with the usual practices and policies of the RSH Group.
The RSH Group will maintain a register of Interested Person Transactions. The internal audit plan will incorporate
an audit of Interested Person Transactions entered into pursuant to the General Mandate to ensure that the relevant
approvals have been obtained and the review procedures in respect of such transactions are adhered to.

The Audit Committee shall review the register and internal audit reports on a quarterly basis to ascertain that
the guidelines and procedures established to monitor Interested Person Transactions have been complied with.

7.4 Quarterly Review by Audit Committee

The Audit Committee shall have the overall responsibility for reviewing the Interested Person Transactions and
determining the sufficiency of the review procedures to ensure that Interested Person Transactions will be on
normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders,
with the authority to sub-delegate to individuals within the Company and/or such external advisers as they deem
appropriate.

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 The Audit Committee will review the terms of the Interested Person Transactions and the review procedures
adopted on a quarterly basis.

The Audit Committee will only approve or ratify an Interested Person Transaction if the terms of the transaction
are no more favorable than the terms extended to unrelated third parties, or are in accordance with published or
prevailing market rates/prices or are otherwise in accordance with prevailing industry norms. Any member of the
Audit Committee may, as he deems fit, request for additional information pertaining to the transaction under review
from independent sources or advisers, including the obtaining of valuations from independent professional valuers.

7.5 Interested Audit Committee Member to Abstain

If a member of the Audit Committee has an interest in an Interested Person Transaction to be reviewed by the
Audit Committee, he will abstain from any decision making in respect of that transaction and the review and
approval of that transaction will be undertaken by the remaining members of the Audit Committee.

8 Validity Period of the Shareholders' Mandate

If approved by Shareholders at the AGM, the Shareholders' Mandate will take effect from the passing of the
Ordinary Resolution relating thereto at the AGM, and will (unless revoked or varied by the Company in general
meeting) continue in force until the next AGM of the Company. Approval from Shareholders will be sought for the
renewal of the Shareholders' Mandate at the next AGM and at each subsequent AGM of the Company, subject
to satisfactory review by the Audit Committee of its continued application to transactions with Interested Persons.
If the Audit Committee is of the view that the review procedures under the General Mandate are not sufficient to
ensure that the Interested Person Transactions are transacted on normal commercial terms and will be prejudicial
to the interests of the Company and its minority Shareholders, the Company will seek a fresh Shareholders' Mandate
from the Shareholders based on new review procedures for Interested Person Transactions.

9 Disclosure in Annual Report

Disclosure will be made in the Company's Annual Report of the aggregate value of Interested Person Transactions
conducted with Interested Persons pursuant to the Shareholders' Mandate during the financial year, and in the
Annual Reports for subsequent financial years that the Shareholders' Mandate continues in force, in accordance
with the requirements of Chapter 9 of the Listing Manual.
The Company will also announce the aggregate value of transactions conducted with Interested Persons pursuant
to the Shareholders' Mandate for the financial periods that it is required to repor t on pursuant to the Listing
Manual (which relates to quarterly reporting by listed companies) within the time required for the announcement
of such report.

10 Directors' Recommendations

The Directors who are considered independent for the purposes of the proposed renewal of the Shareholders'
Mandate are Mr Lew Syn Pau and Mr Basil Chan (the "Independent Directors"). The Independent Directors are
of the view that it would be beneficial to and in the interests of the Company that it, its subsidiaries and associated
companies be permitted to have the flexibility to enter into the types of transactions (as described in paragraph
6 of the Appendix to this Letter) in their ordinary course of business with the classes of Interested Persons (as
described in paragraph 5 of the Appendix to this Letter). Accordingly, the Independent Directors recommend that
Shareholders vote in favour of the Ordinar y Resolution relating to the proposed renewal of the Shareholders'
Mandate to be proposed at the forthcoming AGM.

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NOTICE OF THIRTY-FIRST ANNUAL GENERAL MEETING
RSH LIMITED
(Incorporated in the Republic of Singapore)

Company Registration No. 197702094H

Registered Office: 190 MacPherson Road #07-08 Wisma Gulab Singapore 348548

NOTICE IS HEREBY GIVEN THAT the Thirty-First Annual General Meeting of the Company will be held at 190 MacPherson
Road #09-00, VK's Club, Wisma Gulab, Singapore 348548 on 30 July 2009 at 11.00 a.m. to transact the following
business: -

AS ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements for the financial year ended 31 March 2009 together with
the reports of the Directors and Auditors thereon.
(Resolution 1)

2. To approve the payment of Directors' Fees of S$340,000.00 for the financial year ended 31 March 2009
[Year 2008: S$361,995.00].
(Resolution 2)

3. To re-elect Mr. Lew Syn Pau, a Director retiring under Article 95 of the Articles of Association of the Company
(Resolution 3)
Mr. Lew Syn Pau will, upon re-election as Director of the Company, remain the Chairman of the Nominating Committee
and a member of both the Audit Committee and Remuneration Committee. He will be considered independent for
the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

4. To re-elect Mr. Vinod Kumar Gomber, a Director retiring under Article 95 of the Articles of Association of the
Company. (Resolution 4)

5. To re-appoint KPMG LLP as Auditors and to authorise the Directors to fix their remuneration.
(Resolution 5)

AS SPECIAL BUSINESS

6. To consider, and if thought fit, to pass the following ordinary resolution with or without amendments:-

Renewal of Mandate for Interested Person Transactions

That:-

(a) approval be and is hereby given for the purpose of Chapter 9 of the Listing Manual of the Singapore Exchange
Securities Trading Limited, for the Company and its subsidiaries or any of them to enter into any of the
transactions falling within the types of the interested person transactions as set out in the Appendix to the
Annual Report of the Company (the "Appendix"), with any party who is of the classes of interested persons
described in the Appendix, provided such transactions are made on normal commercial terms and are not
prejudicial to the interest of the Company and its minority shareholders, and are in accordance with the
review procedures for such interested person transactions as set out in the Appendix (the "Mandate");

(b) the Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the
next Annual General Meeting of the Company; and

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 (c) the Directors of the Company and each of them be and are hereby authorised to do all such acts and things
(including, without limitation, executing all such documents as may be required) as they may consider
expedient or necessary or in the interests of the Company to give effect to the Mandate and/or this resolution.
(Resolution 6)
[see Explanatory Note ]

BY ORDER OF THE BOARD

FOO SOON SOO / PRISCA LOW

COMPANY SECRETARIES

Singapore,
Date: 14 July 2009

Notes:-

1. A Depositor's name must appear on the Depository Register not less than 48 hours before the time of the Meeting.

2. A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend
and vote in his stead and any such proxy need not be a member of the Company.

3. An instrument appointing a proxy must be deposited at the Company's registered office at 190 MacPherson Road
#07-08, Wisma Gulab, Singapore 348548 not less than 48 hours before the time appointed for the Meeting.

Explanatory Note:-
The Ordinary Resolution set out in item 6 above, if passed, will renew the mandate to allow the Company and its
subsidiaries or any of them to enter into certain interested person transactions with persons who are considered "interested
persons" (as defined in Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited).

096 www.rshlimited.com
 IMPORTANT
PROXY FORM 1 This report is also forwarded to investors who have used their CPF
THIRTY-FIRST ANNUAL GENERAL MEETING monies to buy shares in RSH Limited at the request of their CPF
RSH LIMITED Approved Nominees, and is sent solely FOR INFORMATION ONLY.
(Incorporated in the Republic of Singapore) 2 This Proxy Form is, therefore, not valid for use by CPF Investors
Company Registration No. 197702094H and shall be ineffective for all intents and purposes if used or
purported to be used by them.

I/We __________________________________________________________(Name)___________________________(NRIC/Passport no.)

of___________________________________________________________________________________________________(Address)
being a member/members of RSH Limited hereby appoint:-
Name Address NRIC/ Passport No.

Proportion of Shareholding (%)

and/or (delete as appropriate)

Name Address NRIC/ Passport No.

Proportion of Shareholding (%)

or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the
Thirty-First Annual General Meeting of the Company to be held at 190 MacPherson Road #09-00, VK's Club, Wisma Gulab, Singapore
348548 on Thursday, 30 July 2009 at 11.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against
the resolutions to be proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies
will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Meeting.

To be used on a To be used in the

No. Ordinary Resolutions show of hands event of a poll
For* Against* For** Against**
1. To receive and adopt the Audited Financial Statements for the
financial year ended 31 March 2009 together with the reports of
the Directors and the Auditors thereon.
2. To approve the payment of Directors' Fees of S$340,000.00 for the
financial year ended 31 March 2009. [2008 : S$361,995.00]
3. To re-elect Mr. Lew Syn Pau, a Director retiring under Article 95 of
the Articles of Association of the Company.
4. To re-elect Mr. Vinod Kumar Gomber, a Director retiring under Article
95 of the Articles of Association of the Company.
5 To re-appoint KPMG LLP as Auditors and to authorise the Directors
to fix their remuneration.
6 Approval for Renewal of Mandate for Interested Person Transactions

* Please indicate your vote "For" or "Against", please tick (√) within the box provided.
** If you wish to exercise all your votes "For" or "Against", please tick (√) within the box provided. Alternatively, please indicate the
number of votes as appropriate.

Total Number of
Shares Held

Dated this _____________ day of __________________ 2009. ________________________________________

IMPORTANT PLEASE READ NOTES BELOW Signature(s) of Member(s)/ Common Seal

Notes
1 Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies
Act, Cap. 50), you should insert that number. If you have shares registered in your name in the Register of Members of the Company, you should insert that number. If you
have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number.
If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.
2 A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote on his behalf. A proxy need not be a
member of the Company.
3 The instrument appointing a proxy or proxies must be deposited at the Company's registered office at 190 MacPherson Road #07-08 Wisma Gulab Singapore 348548 not
less than 48 hours before the time appointed for the meeting.
4 Where a member appoints more than one proxy, he shall specify the number of shares to be represented by each proxy, failing which, the appointment shall be deemed to
be in the alternative.
5 The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy
or proxies is executed by a corporation, it must be executed under its common seal or under the hand of its attorney or by an officer on behalf of the corporation.
6 Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney or other authority, the power of attorney or authority or a notarially
certified copy thereof must be lodged with the instrument of proxy, not less than 48 hours before the time for holding the meeting, failing which the instrument of proxy
may be treated as invalid.
7 A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the meeting,
in accordance with Section 179 of the Companies Act, Cap. 50.
8 The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not
ascertainable from the instructions of the appointor specified on the instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company
may reject an instrument of proxy if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before
the time appointed for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.

097 www.rshlimited.com
FOLD THIS FLAP FOR SEALING

PROXY FORM
Please Affix
Postage
Here

The Company Secretary

RSH Limited
190 MacPherson Road
#07-08 Wisma Gulab
Singapore 348548

2ND FOLD HERE

1ST FOLD HERE

098 www.rshlimited.com
 CONTENTS
001 Company Overview • 002 Letter to Our Shareholders • 006 Board of Directors • 010 Principal Officers
014 Brand Portfolio • 018 Corporate Governance • 028 Corporate Information • 029 Operations Review
030 Financial Highlights • 032 Group Structure • 035 Full Year Financial Statements • 099 Principal Network
RSH LIMITED
ANNUAL REPORT 2009