annual report 2009 rsh limited - national university...

RSH LIMITED

A N N U A L R E P O R T 2 0 0 9

CONTENTS

001 Company Overview • 002 Letter to Our Shareholders • 006 Board of Directors • 010 Principal Officers014 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

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 carved 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.

COMPANY OVERVIEW

001 www.rshlimited.com


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,

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

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

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

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


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



H.E. Mohamed Ali Rashed AlabbarChairman

Mr. Alabbar is a member of the Dubai Executive Council andChairman of The Advisory Council and the UAE Golf Association.He is the founding member and Chairman of Emaar PropertiesPJSC since the company’s inception on July 29, 1997.

He is currently spearheading Emaar’s high-profile globalexpansion and chairs John Laing Homes in the USA andHamptons International in the UK as well as a joint venturewith Italy’s Giorgio Armani to set up a global luxury hotel andresort chain. Mr. Alabbar is also chairman of the Bahrain-based Al Salam Bank, the region’s newest listed Islamic bankwith operations across the MENA region and Emaar EconomicCity, which is an Emaar Joint Venture in Saudi Arabia.

Mr. Alabbar serves on the board of directors of the InvestmentCorporation of Dubai (ICD), the investment arm of theGovernment of Dubai and the body responsible for managingthe emirate’s assets in the financial, transportation, industrial,energy, real estate and leisure sectors. He is also a BoardMember 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 namedMr. Alabbar among the top 30 in power positions globally. Agraduate in Finance and Business Administration from SeattleUniversity in the United States, Mr. Alabbar works closelywith regional NGOs, and is especially committed to the causeof social housing and educational reform. He is Chairman ofthe UAE Golf Association, and was recently named amongthe top golfing personalities in the world by Golf World.

Mr. Alabbar was awarded an honorary doctoral degree inhumanities from his alma mater, Seattle University, inrecognition of his notable achievements in business, economicdevelopment and public service in Dubai and throughout theMiddle East region.

Mr. Vinod Kumar GomberExecutive Director/Group Chief Executive Officer

Mr. Gomber is the Group Chief Executive Officer of EmaarProperties PJSC and the Executive Director and Group ChiefExecutive Officer of RSH Limited.

Mr. Gomber was appointed the Group Chief Executive Officerof Emaar Properties PJSC in 2006. Reporting to H.E. MohamedAli Alabbar, Chairman of the Board, and the Board of Directors,Mr. Gomber is responsible for the overall management of theEmaar Group of Companies and heads the Corporate Officeof Emaar in Dubai.

Tapping into his wealth of experience in diverse fields ofbusiness, Mr. Gomber plays a multi-functionary role at Emaarthat covers: strategic planning, monitoring and managementof execution, systems and processes, legal, human resources,treasur y, finance and tax planning and corporatecommunications. In addition, he oversees the day-to-dayoperations of Emaar Group’s subsidiaries in Dubai and itsoperational arms across the world, with the senior managementof all Emaar Group companies reporting to him.

Mr. Gomber led the RSH Group from 1994 to 2006, transformingthe company into a pan-Asian marketing, distribution andretail powerhouse, and expanding the Group’s market reachto cover 11 prominent markets in Asia, the Middle East andbeyond. He resumed his role as Group Chief Executive Officerof RSH Limited in 2007.

A post-graduate in Chemistr y, Mr. Gomber also holdspostgraduate diplomas in Banking and Finance and BusinessManagement. A Harvard Business School alumnus, he did aProgram for Management Development from the prestigiousinstitute in 1992.

Mr. Shravan GuptaNon-Executive Director

Mr. Gupta is the Executive Vice Chairman & Managing Directorof Emaar MGF. He has over a decade’s experience in realestate and financial services. Mr. Gupta has been creditedas the man behind the largest joint venture that the Indianreal estate sector has witnessed. He has been pivotal incharting the company’s progress in an endeavour to put Indianreal estate development at par with that of the world.

The Emaar MGF partnership resonates with this joint visiontowards Creating a New India. Setting a breathtaking pace,Mr. Gupta has already converted Emaar MGF into owners ofone of the largest land banks in India with projects plannedin over 40 cities. The company is all set to redefine the realestate landscape with ambitious project plans acrossResidential, Commercial & IT SEZs, Retail and Hospitality, inaddition to Infrastructure, Healthcare and Education sectors.Under his strong leadership, Emaar MGF is already settingthe benchmarks with acknowledged brand standing on qualityof products, professionalism and presentation of a new ethosin Indian realty.

Emaar MGF is poised to play a critical role in transformingthe realty sector of the country with a focus on businessverticals which will positively impact the lives of millions ofpeople. Mr. Gupta holds a Bachelors degree in Commerce.Currently responsible for taking Emaar MGF to new heightsthereby charting the company’s growth to emerge as anindustry 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 YewNon-Executive Director

Mr. Ng was a partner of an international accounting firm forover 15 years during which time he was involved in the auditof companies in various industries and the provision of corporatefinance services in the areas of valuation, mergers andacquisitions and corporate and business restructuring. Mr.Ng sits on the board of directors of Fischer Tech Ltd, DatapulseTechnology Limited, Gems TV Holdings Limited and The NationalKidney Foundation and is a member of the Securities IndustryCouncil. He is a Member of the Institute of Certified PublicAccountants of Singapore and a Fellow Member of theAssociation of Chartered Certified Accountants. He is alsoan Associate Member of the Institute of Chartered Accountantsin England and Wales, Institute of Chartered Secretaries andAdministrators and Chartered Institute of Taxation.

Mr. Basil ChanIndependent Director

Mr. Chan is the Founder and Managing Director of MBECorporate Advisory Pte Ltd. He was appointed to the Boardof RSH Limited on 12 April 2006 and is also an independentdirector of several other listed companies in Singapore. Mr.Chan is a Council Member and Board Director of the SingaporeInstitute of Directors where he chairs the ProfessionalDevelopment Sub-committee involved in the training of directors.He was a member of the Corporate Governance Committee in2001 that developed the Singapore Code of CorporateGovernance and was previously a member of the AccountingStandards Committee of the Institute of Certified PublicAccountants in Singapore (ICPAS). He has more than 25 yearsof audit, financial and general management experience havingheld senior financial positions in leading companies. He holdsa Bachelor of Science (Economics) Honours degree majoringin Business Administration from the University of Wales Instituteof Science and Technology, United Kingdom and is a memberof the Institute of Chartered Accountants in England & Walesas well as a member of the Institute of Certified PublicAccountants of Singapore. He was admitted as Fellow of theSingapore Institute of Directors on 1 April 2008.

Mr. Lew Syn PauIndependent Director

Mr. Lew is currently the Chairman of Stanbridge InternationalPte Ltd. He started his career with the Singapore Civil Servicewhere he was seconded to the National Trades Union Congress

("NTUC"). He was the Executive Secretary of the MetalIndustries Workers' Union from 1981 to 1982 and 1984 to1989. From 1987 to 1993, he was the General Manager andsubsequently Managing Director of NTUC Comfort HoldingsLtd. Mr. Lew left the NTUC Group in 1994 to join BanqueIndoseuz (subsequently renamed Credit Agricole Indosuez) asGeneral Manager and Senior Country Officer from 1994 to1997. Mr. Lew was a Singapore Government Scholar with aMaster of Engineering degree from Cambridge University anda Masters in Business Administration degree from StanfordUniversity, USA. He was a Member of Parliament from 1988to 2001. He has chaired the Government ParliamentaryCommittees for Education, Finance and Trade & Industry andNational Development.

Ms. Low PingAlternate Director

Ms. Low, Executive Director for Finance & Risk, joined Emaarin 2002 and is appointed as the Alternate Director to Mr.Alabbar for the Group. She has over a decade of experiencein finance. A Certified Chartered Accountant, Ms. Low is amember of the Institute of Certified Public Accountants inSingapore. Ms. Low is currently responsible for riskmanagement and all financial matters pertaining to theEmaar Group such as budgeting, financial and managementreporting, equity structuring, taxation and treasury functionsfor the Group.

Mr. Sanjay MalhotraAlternate Director

Mr. Malhotra is the Group Chief Financial Officer and ChiefOperating Officer of Emaar MGF Land Limited (Emaar MGF)and is responsible for the finance and treasury, corporatedevelopment and strategic alliances, Commonwealth GamesVillage residential complex project of Emaar MGF. He isappointed as the Alternate Director to Mr. Shravan Guptafor the Group on 20 May 2008. Mr. Malhotra has over 20years of varied functional experience in diverse industriesincluding hospitality, corporate finance and entertainment.Prior to joining Emaar MGF, Mr. Malhotra was the ChiefFinancial Officer of PVR Limited. He has also worked withDimensions Consulting Private Limited from January 2000until November 2001 and The Indian Hotels Company Limitedfrom September 1993 until December 1999. Mr. Malhotrahas completed his Bachelor of Commerce degree from theUniversity of Delhi. He is also a Fellow of the Institute ofChartered Accountants of India.

PRINCIPAL OFFICERS



left to right, top to bottomMr. 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


Mr. Kesri KapurGroup Chief Operating OfficerRSH Limited

As Group Chief Operating Officer of RSH Limited, Mr. Kesri overseesthe Corporate Office, which is headquartered in Singapore, andthe 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 joinedthe Group in 1995 and has overseen the Group’s operations interritories as diverse as Dubai, Hong Kong, Indonesia, Brunei andThailand. Mr Kesri was appointed Group General Manager of RSHLimited in September 2007 and subsequently Group Chief OperatingOfficer in May 2008. Prior to these appointments, Mr Kesri wasthe Chief Executive Officer of RSH Thailand, spearheading theGroup’s foray into this new market. Mr. Kesri graduated with aBachelor of Engineering degree in Mechanical Engineering fromBangalore University in India and completed his Master in BusinessAdministration from Rajasthan University, Jaipur, India. Beforejoining the Group, Mr. Kesri had served with Bajaj ElectricalsLimited and Blue Star Limited in various locations in India.

Mr. David John ReillyChief Executive OfficerRSH (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 anddistribution operations in the Middle East. He has been with theGroup since 1999. Prior to the Group, Mr. Reilly was the ManagingDirector of Azure Trading LLC from 1994 to 1998, and was theGeneral Manager of Healthlines Middle East LLC, Dubai, from1989 to 1994. He has extensive business experience of the MiddleEast, having worked and resided in Middle East for more than 15years. Prior to his employment in the Middle East, Mr. Reilly alsoheld key positions in several multi-national companies includingNEXT, 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 KalraChief Executive OfficerRSH (Australia) Pty Ltd

Mr. Kalra is responsible for the Group’s retail, marketing anddistribution operations in Australia. He has been with the Groupsince 1994. Prior to this, his earlier appointments include ChiefExecutive Officer for RSH (Malaysia) Sdn Bhd and OperationsManager with RSH Sports (HK) Ltd. Before his tenure with theGroup, Mr. Kalra has held several positions in Modi MirrleesBlackstone Ltd and Escorts Ltd. He graduated from PunjabAgricultural University, Ludhiana, India, in 1986 with a Bachelorof Technology degree in Agricultural Engineering and completeda Post-graduate Programme in Management at the Indian Instituteof Management, Ahmedabad, India, in 1988.

Mr. William Mihran FeastChief Executive OfficerRSH (Singapore) Pte Ltd

Mr. Feast is responsible for the retail, marketing and distributionactivities of RSH (Singapore) Pte Ltd. Joining the Group as Chief

Executive Officer of RSH(Singapore) Pte Ltd in 2007, Mr. Feasthas over 30 years experience in international retail, brandmanagement and development, including a variety of leadershiproles with DFS Group Limited and The Disney Store. Prior tojoining the Group, Mr. Feast served as President of Solet AdvisorsLLC, which he founded to provide business development expertiseand consultation to the retail and entertainment industries. Inaddition to his role as Chief Executive Officer, Mr. Feast alsoserves as Director of RSH Limited and leads the Design Centrefunctions of store design and planning for all RSH locationsworldwide. Mr. Feast possesses a Bachelor of Science degreein Industrial Management from the Georgia Institute of Technologyin the US.

Mr. Om Prakash GuptaChief Executive OfficerRSH (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 a14-year track record of success, Mr. Gupta’s diverse expertiseand strategic vision has proven to be a key contributor to theGroup’s growth. Prior to joining the Group, he was under theemployment of UCO Bank from 1990 to 1995, holding positionswhich included the Deputy Chief Officer (Personnel) and theDeputy Chief Officer (Credit) in UCO Bank’s India operations.Mr. Gupta holds a Master of Arts degree in Economics from theUniversity of Rajasthan, India.

Mr. Edward YeeChief Executive OfficerNose (Malaysia) Sdn. Bhd.

Mr. Yee is responsible for the day-to-day management, productdevelopment and business expansion of Nose (Malaysia) Sdn.Bhd. Having helmed the company since 1998, Mr. Yee is pivotalto the rapid growth, success and transformation of Nose into oneof the foremost brand names in Malaysia. In 2002, Nose wasintegrated into the Group and it has since continued to flourish.Mr. Yee is also working closely with Singapore, Australia and theMiddle East to expand the novo concept into a multi-facetedinternational business. Mr. Yee graduated in London with a Diplomain Footwear Design and Manufacture.

Mr. Jess Salazar LacsonChief Executive OfficerR.S.H. Marketing (Philippines), Inc.

Mr. Lacson is responsible for the Group’s retail, marketing anddistribution operations in the Philippines. He has been with theGroup since 1997. Prior to joining the Group, Mr. Lacson was theGeneral Manager of the Levi’s division of PT J.G Enterprises inIndonesia from 1990 to 1997. Mr Lacson has more than 25 yearsof experience in the retail, marketing and distribution industryand has held key positions in several corporations, includingJ.Walter Thompson, an advertising firm, and Ford Motor Co.(Phils.). Mr. Lacson holds a Business of Science degree inArchitecture from the University of Santo Thomas, Philippines.


Mr. Selvaratnam ThavanesonChief Executive OfficerSports Equipment Holdings Pte LtdSports Equipment 2001 (Malaysia) Sdn. Bhd.

Mr. Thavaneson is responsible for the total business operationsof Spor ts Equipment Holdings and Spor ts Equipment 2001(Malaysia). He has held that position since early 2001. Priorto this, he also established Sports Equipment (Far East) PteLtd. As the distributor of premium sports brand, Umbro, forSingapore, Brunei and Malaysia, Sports Equipment Holdingshas achieved consistent year-on-year double-digit growth. Skilledin developing growth strategies and operational excellence, Mr.Thavaneson’s proven ability is vital to the success of thecompany. Previously, Mr. Thavaneson was the founder of afinancial and management consultancy firm after a two-yearstint at Chartered Bank. He graduated from the University ofSingapore with a Bachelor of Accountancy in 1970. He is alsoa Fellow Certified Public Accountant Singapore and served asa Council member of the Institute of Certified Public Accountantsof Singapore from 1985 to 2001.

Mr. Yeung Kwok Ming, WalterChief Executive OfficerRSH (Hong Kong) LimitedGagan (HK) Limited

Mr. Yeung is responsible for the Group’s retail, marketing anddistribution operations in Hong Kong. He has been with the Groupsince 1997 as the Financial Controller and was subsequently promotedto the position of General Manager. After a four-year stint in anotherorganization, Mr. Yeung returned as Chief Executive Officer of theGroup’s Hong Kong operations. Mr. Yeung’s extensive 10-year retailexperience has been crucial to the growth and development of thebusiness. Prior to joining the Group, Mr. Yeung was working in KPMGfrom 1988 to 1994 and held key finance positions in Lane CrawfordDepartment store in Hong Kong from 1994 to 1997. He also heldkey management positions in Giordano in the China market. Mr.Yeung graduated from the Hong Kong Polytechnic and is a FellowCertified Public Accountant in Hong Kong.

Mr. Indranu HatiChief Operating OfficerAryan (Thailand) Co., Ltd.Gagan (Thailand) Co., Ltd.Armaan (Thailand) Co., Ltd.

Mr. Indranu is responsible for the Group’s retail, marketing anddistribution operations in Thailand. He has been with the Groupsince 2007. Prior to joining the Group, Mr. Indranu was the SalesDirector of Nike India from 2005 to 2007. Armed with extensivebusiness experience from his years in India, he is instrumentalto the Group’s development in Thailand. Previously, Mr. Indranualso held key positions in several multi-national companies includingBenetton and Tata Group. Mr. Indranu graduated in Commercefrom the University of Calcutta and completed his HotelManagement course from the same institute.

Mr. Lew Chee Kiong, LawrenceGeneral ManagerProgolf International (L.L.C.)

Mr. Lew is responsible for the Group’s golf retail, marketing and

distribution operations in the Middle East. He has been with theGroup since 2006 and was instrumental in the conceptualisationof the first Callaway Golf Store in the Middle East which openedat the world’s largest mall, The Dubai Mall, in 2008. Prior tojoining the Group, Mr. Lew was with various global express andlogistics companies, including Panalpina and DHL, holding keymanagement and regional positions in South East Asia and AsiaPacific. He holds a Bachelor of Commence in Logistics Managementfrom Curtin University of Technology, Australia.

Ms. Lelaina LimChief Financial OfficerRSH Limited

Ms. Lim joined RSH Limited as Chief Financial Officer in 2008.She possesses more than 25 years of financial and accountingexperience in various commercial sectors as well as regionalexposure in China and the ASEAN countries. Ms. Lim is familiarwith corporate governance practices in different internationalcontexts, which is in line with the Group’s geographicaldiversification strategy. Prior to RSH Limited, she spent six yearsin China in the employment of Electronic Arts Asia Pacific (S)Pte Ltd, China, as Financial Director from 2006 to 2008 andInternational SOS, Greater China, as Regional Financial Controllerfrom 2003 to 2005. Prior to her stint in China, Ms. Lim was theGroup Financial Controller of GRP Limited and Group FinancialController of Oakwell Engineering Limited in Singapore. Shegraduated from National University of Singapore with a Bachelorof Accountancy degree in 1983 and commenced her career withErnst & Young as an auditor.

Mr. Woo Mun HooDirector, Business DevelopmentRSH Limited

Mr. Woo is responsible for the business development and real-estate related matters of RSH Limited. He started his career withKPMG 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 Pacificwith LVMH Watch & Jewellery Singapore. He is a member of theMalaysian Institute of Certified Public Accountants.

Ms. Lim Yin ChengDirector, CommunicationsRSH Limited

Ms. Lim joined RSH Limited as Director, Communications in 2008.Based in Dubai from 2006 to 2008, she was appointed Directorof Communications, Emaar Properties PJSC, where she focusedon the communications for Emaar with its stakeholders,collaborating with the Sales & Marketing team to achieve asynchronized communications programme for the group globally.Currently, Ms. Lim is responsible for the strategic planning,management and implementation of the corporate communicationsand public relations initiatives of RSH Limited on a group level.Prior to Emaar, she spent thirteen years with the RSH group ofcompanies. Ms. Lim has 23 years of experience in marketingcommunications and corporate communications as well as businessdevelopment, and has worked for five years as a Creative Directorin advertising. She graduated with a Bachelor of Arts degree fromthe National University of Singapore, majoring in English Literatureand Philosophy.

The corporate governance report sets out how the Companyhas effectively applied the principles of good corporategovernance in a disclosure-based regime where accountabilityof the Board to the Company’s shareholders and of theManagement to the Board provides the framework for achievinga mutually beneficial tripartite relationship aimed at creating,enhancing and growing sustainable shareholders’ value.

The Board of Directors of RSH Limited is committed to ensurethat high standards of corporate governance and transparencyare practised for the protection of shareholders’ interest. Thisreport outlines the Company’s corporate governance processeswith specific reference to the Code of Corporate Governance(the “Code”).

BOARD MATTERS

The Board’s Conduct of its Affairs

Principle 1: Every company should be headed by an effectiveBoard to lead and control the company. The Board is collectivelyresponsible for the success of the company. The Board workswith Management to achieve this and the Management remainsaccountable to the Board.

The Board of Directors (the “Board”) now comprises twoindependent Directors, three non-executive Directors, oneexecutive Director and two alternate Directors having theappropriate mix of core competencies and diversity ofexperience to direct and lead the Company. At the date ofthis report, the Board comprises the following members:

H.E. Mohamed Ali Rashed Alabbar (Chairman)Mr. Vinod Kumar Gomber (G.C.E.O.)Mr. Shravan GuptaMr. Ng Boon YewMr. Basil ChanMr. Lew Syn Pau Ms. Low Ping (Alternate director to H.E. Mohamed Ali

Rashed Alabbar)Mr. Sanjay Malhotra (Alternate director to Mr. Shravan Gupta)

The primary role of the Board is to protect and enhance long-term shareholders’ value.

Generally the responsibilities of the Board include:

• 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 policiesof the Company including significant acquisitions anddisposals, review and approve annual budgets, review theperformance of the business and approve the public releaseof periodic financial results.

The Board has formed Board Committees namely the AuditCommittee, the Nominating Committee and the RemunerationCommittee to assist in carrying out and discharging its dutiesand responsibilities efficiently and effectively.

These Committees function within clearly defined terms ofreference and operating procedures and are reviewed on aregular basis. The effectiveness of each Committee is alsoconstantly reviewed by the Board.

Various committees are also formed by the Board whennecessary to undertake and deal with dif ferent issues ofRSH Limited.

The following table shows the number of meetings held bythe Board and Board Committees and the attendance of theDirectors for the financial year ended 31 March 2009: -

Besides the attendance at meetings, the Board also measuresthe contribution of Directors in other forms including periodicalreviews, provision of guidance and advice on various mattersrelating to the Group.

Board Composition and Balance

Principle 2: There should be a strong and independent elementon the Board, which is able to exercise objective judgementon corporate affairs independently, in particular, fromManagement. No individual or small group of individuals shouldbe allowed to dominate the Board’s decision making.

The Board now consists of six Directors, of whom two areindependent Directors, three are non-executive Directors andone is an executive Director. There are two alternate Directors.


CORPORATE GOVERNANCE

H.E. Mohamed AliRashed Alabbar

Mr. Vinod KumarGomber

Mr. Shravan Gupta

Mr. Ng Boon Yew

Mr. Lew Syn Pau

Mr. Basil Chan

Ms. Low Ping(Appointed on20 May 2008,alternate director toH.E. Mohamed AliRashed Alabbar)

Mr. Sanjay Malhotra(Appointed on20 May 2008,alternate director toMr. Shravan Gupta)

Board Audit Remuneration NominatingCommittee Committee Committee

5 5 3 1

0 NA NA 0

3 NA NA NA

0 NA NA NA

4 4 2 NA

5 5 3 1

5 5 3 1

1 NA NA NA

2 NA NA NA

Number ofmeetings held

NA - Not applicable to Director who is not a member of the Committee


The criterion for independence is based on the definitiongiven 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 interfere, or bereasonably perceived to inter fere, with the exercise of theDirector’s independent judgment of the conduct of theGroup’s affairs.

The Board is of the view that the current Board memberscomprise persons whose diverse skills, experience andattributes provide for effective direction for the Group. Thecomposition of the Board is reviewed on an annual basis bythe Nominating Committee to ensure that the Board has theappropriate mix of expertise and experience, and collectivelypossess the necessary core competencies for ef fectivefunctioning and informed decision-making.

As at current date, independent Directors comprise one thirdof the Board of Directors. The Board has undertaken a fullreview of its composition and is of the opinion that, with asignificant majority of the Directors being non-executive, theBoard continues to be able to exercise objective judgmentindependently of the management.

Key information regarding the Directors is given in the ‘Boardof Directors’ section of the annual report.

Particulars of interests of Directors who held office at theend of the financial year in shares, debentures, warrants andshare options in the Company and in related corporations(other than wholly-owned subsidiaries) are set out in theDirectors’ 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 responsibilitiesat the top of the company - the working of the Board andthe executive responsibility of the company’s business -which will ensure a balance of power and authority, suchthat no one individual represents a considerable concentrationof power.

The roles of the Chairman and the Group Chief ExecutiveOfficer (”G.C.E.O.”) are separate and distinct, each havingtheir own areas of responsibilities. The Company believesthat a distinctive separation of responsibilities betweenthe Chairman and the G.C.E.O. will ensure an appropriatebalance of power, increased accountability and greatercapacity of the Board for independent decision-making. Thepost of Chairman is currently held by H.E. Mohamed AliRashed Alabbar.

As Chairman, H.E. Mohamed Ali Rashed Alabbar is primarilyresponsible for overseeing the overall management andstrategic development of the Company.

His responsibilities include:

• Scheduling of meetings (with the assistance of the CompanySecretary) to enable the Board to per form its dutiesresponsibly while not interfering with the flow of the Group’soperations;

• Preparing meeting agenda (in consultation with the G.C.E.O.);• Assisting in ensuring the Company’s compliance with the

Code;

• Ensuring that Board Meetings are held when necessary;and

• Reviewing board papers before they are presented to theBoard.

In assuming his role and responsibility, H.E. Mohamed AliRashed Alabbar consults with the Board, Audit Committee,Nominating Committee and Remuneration Committee on majorissues and as such, the Board believes that there are adequatesafeguards in place against having a concentration of powerand 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 theChairman on the performance of the Group through regularmeetings, and ensures that policies and strategies adoptedby the Board are implemented.

Board Membership

Principle 4: There should be a formal and transparent processfor the appointment of new directors to the Board.

The Nominating Committee (“NC”) comprises the followingthree directors, majority of whom, including the Chairman areindependent.

Mr. Lew Syn Pau (Chairman)Mr. Basil ChanH.E. Mohamed Ali Rashed Alabbar

The NC functions under the terms of reference which sets outits 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’sguidelines and criteria; and

(c) To assess the effectiveness of the Board as a whole andthe effectiveness and contribution of each Director to theBoard.

The Articles of Association of the Company require one-thirdof the Board to retire from office at each Annual GeneralMeeting (“AGM”). Accordingly, the Directors will submitthemselves for re-nomination and re-election at regular intervalsof at least once every three years.

The Company has in place policies and procedures for theappointment of new Directors including the description onthe search and nomination process.

Board Performance

Principle 5: There should be a formal assessment of theeffectiveness of the Board as a whole and the contributionby each director to the effectiveness of the Board.

The Nominating Committee (“NC”) examines the Board’ssize to satisfy that it is appropriate for effective decisionmaking, taking into account the nature and scope of theCompany’s operations.

The Nominating Committee had conducted an evaluation


exercise by the Board as a whole, using a set of qualitativeand quantitative criteria, including taking into considerationthe attendance record at the meetings of the Board and BoardCommittees and also the contribution of each Director to theeffectiveness of the Board and through the self assessmentby the individual directors. The Nominating Committee hadreviewed and evaluated the performance of the Board as awhole and the contribution by individual director and wassatisfied with the performances. Notwithstanding that someof the Directors have multiple board representations, the NCwas also satisfied that sufficient time and attention had beengiven by these Directors to the affairs of the Group.

Access to Information

Principle 6: In order to fulfill their responsibilities, Boardmembers should be provided with complete, adequate andtimely information prior to board meetings and on an on-going basis.

All Directors are from time to time furnished with informationconcerning the Company to enable them to be fully cognizantof the decisions and actions of the Company’s executivemanagement. The Board has unrestricted access to theCompany’s records and information.

Senior members of management staff are available to provideexplanatory information in the form of briefings to the Directorsor formal presentations in attendance at Board meetings, orby external consultants engaged on specific projects.

The Board has separate and independent access to theCompany Secretaries and to other senior managementexecutives of the Company and of the Group at all times incarrying out their duties. A Company Secretary attends allBoard meetings and meetings of the Board committees andensures that Board procedures are followed and that applicablerules and regulations are complied with. The minutes of allBoard committees’ meetings are circulated to the Board.

Each Director has the right to seek independent legal andother professional advice, at the Company’s expense,concerning any aspect of the Group’s operations orundertakings in order to fulfill their duties and responsibilitiesas Directors.

REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

Principle 7: There should be a formal and transparent procedurefor developing policy on executive remuneration and for fixingthe remuneration packages of individual directors. No directorshould be involved in deciding his own remuneration.

The Remuneration Committee (“RC”) comprises three directors,all are non-executive, and the majority of whom, including theChairman are independent. The members of the RC are:

Mr. Basil Chan (Chairman)Mr. Lew Syn PauMr. Ng Boon Yew

The RC recommends to the Board a framework of remuneration

for the Directors and Executive Officers, and determinesspecific remuneration package for each Executive Director.The recommendations are submitted for endorsement by theBoard.

All aspects of remuneration, including but not limited toDirectors’ fees, salaries, allowances, bonuses and benefitsin kind, are covered by the RC. Each RC member will abstainfrom voting on any resolution in respect of his remunerationpackage.

The RC functions under the following terms of reference whichsets out its responsibilities:

(a) To recommend to the Board a framework for remunerationfor the Directors and key executives of the Company.

(b) To determine specific remuneration packages for eachExecutive Director,

(c) To review the appropriateness of remuneration awardedto non-executive Directors; and

(d) To review the remuneration of employees occupyingmanagerial positions who are related to Directors andsubstantial shareholders.

The recommendations of the RC are submitted to the Boardfor endorsement. The RC is provided with access to expertprofessional advice on remuneration matters as and whennecessary. The expense of such services is borne by theCompany.

Level and Mix of Remuneration

Principle 8: The level of remuneration should be appropriateto attract, retain and motivate the directors needed to runthe company successfully but companies should avoid payingmore than is necessary for this purpose. A significant proportionof executive directors’ remuneration should be structured soas to link rewards to corporate and individual performance.

Disclosure on Remuneration

Principle 9: Each company should provide clear disclosure ofits remuneration policy, level and mix of remuneration, andthe procedure for setting remuneration in the company’sannual report. It should provide disclosure in relation to itsremuneration policies to enable investors to understand thelink between remuneration paid to directors and key executives,and performance.

In setting the remuneration packages, the RemunerationCommittee takes into consideration the remuneration andemployment conditions within the industry and in comparablecompanies. The remuneration of Non-Executive Directors isalso reviewed to ensure that the remunerationcommensurates with the contributions and responsibilitiesof the Directors.

The fee structure for Directors is assessed by the Boardannually after benchmarking such fees against those in thepublic and private sectors. RSH Limited believes that the feesare competitive and its Directors are adequately compensatedand in line with market norms.

The Executive Directors had service agreements which cover


the terms of employment, salaries and other benefits. Noneof the Non-Executive Directors has any service contractswith the Company and they receive remuneration by way ofDirectors’ fees. These Directors’ fees are proposed by theCompany as a lump sum to be approved by shareholders atthe AGM.

The details of the remuneration of Executive and Non-ExecutiveDirectors of the Company, disclosed in the relevant bands,for services rendered during the financial year ended 31 March2009 are as follows:

Key Executives of the Group

The Code requires the disclosures of the remuneration of, atminimum, the top five executives who are not Directors andwho are within the remuneration band of S$250,000. Therange of the gross remuneration of the top five key executivesof the Group for the financial year ended 31 March 2009 isshown below:-

For competitive reasons, the Company is not disclosing theidentity of the key management executive within the bands.

Immediate Family Member of Directors or SubstantialShareholders

The following table discloses the composition (in percentageterms) of the annual remuneration of an employee who is an

immediate family member of a non-executive director:-

ACCOUNTABILITY AND AUDIT

Accountability

Principle 10: The Board should present a balanced andunderstandable assessment of the company’s performance,position and prospects.

The Board is accountable to the shareholders and is mindfulof its obligations to furnish timely information and to ensurefull disclosure of material information to shareholders incompliance with statutory requirements and the Listing Manualof the SGX-ST.

Price sensitive information is publicly released either beforethe Company meets with any group of investors or analystsor simultaneously with such meetings. Financial results andannual repor ts are announced or issued within legallyprescribed periods.

In turn, management of the Company provides the Board withbalanced and understandable accounts of the Group’sperformance, financial position and business prospects on aregular basis.

Audit Committee

Principle 11: The Board should establish an Audit Committeewith written terms of reference which clearly set out itsauthority and duties.

The Audit Committee comprises three directors, all are non-executive, the majority of whom, including the Chairman, areindependent. The Audit Committee comprises the followingmembers:

Mr. Basil Chan (Chairman)Mr. Lew Syn PauMr. Ng Boon Yew

The Audit Committee functions under the terms of referencewhich sets out its responsibilities as follows:

(a) To review the audit plans of both the internal and externalauditors;

(b) To review the auditors’ reports and their evaluation of theCompany’s and the Group’s system of internal controls;

(c) To review the effectiveness and adequacy of the internalaudit function which is outsourced to a professional firm;

(d) To review the co-operation given by the Company’s officersto the internal and external auditors;

(e) To review the financial statements of the Company and

Remuneration Band

Below S$250,000

H.E. Mohamed AliRashed Alabbar

Vinod Kumar Gomber

Shravan Gupta

Basil Chan

Lew Syn Pau

Ng Boon Yew

Fees

100%

-

100%

100%

100%

100%

Total

100%

-

100%

100%

100%

100%

Remuneration Band

S$500,000 and above

S$250,000 to S$499,999

Total

Number of key executives2009 2008

4 4

1 1

5 5

Remuneration BandS$250,000 and below

Immediate familymember of aNon-executive Director

Fixed Salary Bonus Total& Benefits

95% 5% 100%


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 authoriseinvestigations into any matters within the Audit Committee’sscope of responsibility. The Audit Committee is authorised toobtain independent professional advice if it deems necessaryin the discharge of its responsibilities. Such expenses areborne by the Company. Each member of the Audit Committeeabstains from voting any resolutions in respect of matters heis interested in.

The Audit Committee has full access to and co-operation ofthe Management and has full discretion to invite any Directoror executive officer to attend its meetings, and has beengiven reasonable resources to enable it to discharge itsfunctions.

The Audit Committee meets with both the external and internalauditors without the presence of the Management at leastonce a year.

The Audit Committee reviews the independence of the externalauditors annually. The Audit Committee, having reviewed therange and value of non-audit services performed by the externalauditors, KPMG, was satisfied that the nature and extent ofsuch services will not prejudice the independence andobjectivity of the external auditors. The Audit Committeerecommended that KPMG be nominated for re-appointmentas auditors at the forthcoming AGM.

In accordance to Rule 716 of The Singapore ExchangeSecurities Trading Limited with respect to the appointmentof different external auditors for different subsidiaries, theAudit Committee and the Board confirmed that they aresatisfied that such arrangement would not compromise thestandard and effectiveness of the external audit of theCompany.

The Company has in place a whistle-blowing framework wherestaff of the Company can access the Chairman and membersof the Audit Committee or the Head of Human Resource toraise concerns about improprieties in matters of financialreporting or other matters.

Internal Controls and Risk Management

Principle 12: The Board should ensure that the Managementmaintains a sound system of internal controls to safeguardthe shareholders’ investments and the company’s assets.

The Audit Committee ensures that a review of the effectivenessof the Company’s material internal controls, including financial,operational and compliance controls and risk management,is conducted annually. In this respect, the Audit Committeereviews the audit plans, and the findings of the auditors andensures that the Company follows up on the auditors’recommendations raised, if any, during the audit process.

The Group has in place a system of internal control and riskmanagement for ensuring proper accounting records andreliable financial information as well as management ofbusiness risks with a view to safeguarding shareholders’investments and the Company’s assets. The risk managementframework implemented provides for systematic and structuredreview and reporting of the assessment of the degree of risk,evaluation and effectiveness of controls in place and therequirements for further controls.

Risk Management

The Board, through its Audit Committee, manages the riskprofile of the Group. In line with this, it has developed a riskmanagement framework that highlights the risk areas ofthe Group’s various businesses and reviews this on a regularbasis.

Business Risk

The Group is primarily engaged in retailing, licensing anddistribution of spor ts, golf, active lifestyle and fashionproducts. Its revenue is affected by economic sentiment,consumer spending, and competition from other brands invarious geographical regions in which the Group operates.In view of this, SWOT analysis is used to regularly reviewthe ongoing viability of the brands and how market sharemay be maintained/increased.

Financial Risk

The Group is committed to a reasonable gearing ratio andmaintains sufficient cash reserves to meet its obligations asand when it falls due.

The bulk of the Group’s purchases are denominated in USDollar and the Euro. In order to minimise the Group’s exposureto foreign currency fluctuations, it engages in foreign currencyhedging based on purchase commitments.

The areas of risks covered include, but are not limited to thefollowing:

(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 auditfunction that is independent of the activities it audits.

The Company had engaged Protiviti Pte. Ltd. as its internalauditors. The Internal Auditors reports directly to the AuditCommittee 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 toensure control procedures are complied with;

(b) assess if operations of the business processes underreview are conducted efficiently and effectively; and

(c) identify and recommend improvement to internal controlprocedures, where required.

The Audit Committee has reviewed the Company’s internalcontrol assessment and based on the internal auditors’ andexternal auditors’ reports and the internal controls in place,it is satisfied that there are adequate internal controls inthe Company.

COMMUNICATION WITH SHAREHOLDERS

Communication with Shareholders

Principle 14: Companies should engage in regular, effectiveand fair communication with shareholders.

Principle 15: Companies should encourage greater shareholderparticipation at AGMs and allow shareholders the opportunityto communicate their views on various matters affecting theCompany.

In line with continuous obligations of the Company pursuantto the SGX-ST’s Listing Rules, the Board’s policy is that allshareholders be informed of all major developments thatimpact the Group.

Information is also disseminated to shareholders on a timelybasis through:

(a) SGXNET announcements and news release;(b) Annual Report prepared and issued to all shareholders;(c) Press releases on major developments of the Group;(d) Notices of and explanatory memoranda for AGMs and

extraordinary general meetings (“EGMs”); and(e) Company’s website at www.rshlimited.com at which

shareholders can access information on the Group.

The Company’s AGMs are the principal forums for dialoguewith shareholders. The Chairmen of the Audit, Remunerationand Nominating Committees are normally available at themeetings to answer any question relating to the work ofthese committees. The External Auditors are also presentto assist the Directors in addressing any relevant queriesby the shareholders.

Shareholders are encouraged to attend the AGMs/EGMs toensure a high level of accountability and to stay apprised ofthe Group’s strategy and goals. Notices of the meetings areadvertised in newspapers and announced on SGXNET.

Dealing In Securities

The Company has in place a policy prohibiting share dealingsby Directors and employees of the Company for the period oftwo weeks prior to the announcement of the Company’squarterly results and one month prior to the announcementof the yearly results as the case may be, and ending on thedate of the announcement of the relevant results.

Directors and employees are expected to observe the insider

trading laws at all times even when dealing in securities withinpermitted trading period.

Interested Person Transactions Policy

The Company adopted an internal policy in respect of anytransactions with interested person and has establishedprocedures for review and approval of the interested persontransactions entered into by the Group. The Audit Committeehas reviewed the rationale and terms of the Group’s interestedperson transactions and is of the view that the interestedperson transactions are on normal commercial terms and arenot prejudicial to the interests of the shareholders.

* The interested person transactions transacted for thefinancial year ended 31 March 2009 by the Group are asfollows:

Material Contracts

There was no material contract entered into by the Companyor any of its subsidiary companies involving the interest ofthe Chief Executive Officer, any Director, or controllingshareholder.

Aggregate value of all interestedperson transactions conductedunder shareholders' mandatepursuant to Rule 920 (excludingtransactions less than S$100,000)

S$449,000

S$3,882,000

S$135,000

S$284,000

Name of InterestedPerson

H.E. Mohamed AliRashed Alabbar- Lease of premises

Emaar Properties PJSC- Lease of premises

Aryan Lifestyle PrivateLimited- Lease of premises

- Purchase of goods

Name of Directors/Nature ofAppointment

H.E. Mohamed AliRashed Alabbar(Non-Executive)

Mr. Lew Syn Pau(Independent)

Date ofappointment/Date of lastre-election

26 May 2000/ 27 July 2007

25 Sept 2000/ 27 July 2007

Board ofCommittee asChairmanor Member

Member:NominatingCommittee

Chairman:NominatingCommittee

Member:AuditCommitteeRemunerationCommittee

Due forre-electionat next AGM

NA

RetirementunderArticle 95

Directorship in other listedcompanies and major appointments

Member:• Dubai Executive Council (Government of Dubai)

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

Chairman:• Stanbridge International Pte Ltd• Carriernet Global Ltd• Achieva Ltd

Director:• Capital Connections Pte Ltd • Blue Sky Investments Ltd• 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



Mr. Basil Chan(Independent)

Mr. Ng Boon Yew(Non-Executive)


12 April 2006/ 28 July 2008

25 Sept 2000/ 28 July 2008


Chairman:AuditCommitteeRemunerationCommittee


Member:AuditCommitteeRemunerationCommittee


NA

NA


Director:• AEM Holdings Limited• Yoma Strategic Holdings Limited• WesTech Electronics Limited• Singapore Institute of Directors• MBE Corporate Advisory Pte Ltd• MBE Capital Pte Ltd

Director:• Datapulse Technology Limited• Fischer Tech Ltd• The National Kidney Foundation• 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



Mr. Shravan Gupta(Non-Executive)

Mr. Vinod KumarGomber(Executive)


23 April 2007/ 27 July 2007

23 April 2007/ 27 July 2007


–

–


NA

RetirementunderArticle 95


Executive Vice Chairman & Managing Director:• 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

Director:• Boulder Hills Leisure Private Limited• 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



Ms. Low Ping(Alternate Directorto H.E. Mohamed AliRashed Alabbar)(Non-Executive)

Mr. Sanjay Malhotra(Alternate Directorto Mr. ShravanGupta)(Non-Executive)


20 May 2008

20 May 2008



–


NA

NA


Director:• Emaar Properties Canada Ltd• Emaar Education LLC

Director:• Easel Propbuild Private Limited• Edenic Propbuild Private Limited• Emaar MGF Construction Private Limited• 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


BOARD OF DIRECTORS

H.E. Mohamed Ali Rashed Alabbar - Non-Executive ChairmanMr. Vinod Kumar Gomber - Executive Director

- Group Chief Executive OfficerMr. Shravan Gupta - Non-Executive DirectorMr. Ng Boon Yew - Non-Executive DirectorMr. Lew Syn Pau - Independent DirectorMr. Basil Chan - Independent DirectorMs. Low Ping - Alternate DirectorMr. Sanjay Malhotra - Alternate Director

AUDIT COMMITTEE

Mr. Basil Chan - ChairmanMr. Lew Syn PauMr. Ng Boon Yew

REMUNERATION COMMITTEE

Mr. Basil Chan - ChairmanMr. Lew Syn PauMr. Ng Boon Yew

NOMINATING COMMITTEE

Mr. Lew Syn Pau - ChairmanMr. Basil ChanH.E. Mohamed Ali Rashed Alabbar

AUDITORS

KPMG LLPCertified Public Accountants16 Raffles Quay #22-00Hong Leong BuildingSingapore 048581Partner-in-charge: Mr. Quek Shu Ping (since FY 2007)

COMPANY SECRETARIES

Ms. Foo Soon SooMs. Prisca Low

REGISTERED OFFICE

190 MacPherson Road#07-08 Wisma GulabSingapore 348548Tel: (65) 6746 6555Fax: (65) 6749 3077

SHARE REGISTRATION OFFICE

M&C Services Private Limited138 Robinson Road #17-00The Corporate OfficeSingapore 068906

PRINCIPAL OFFICERS

Mr. Vinod Kumar Gomber - Group Chief Executive OfficerRSH Limited

Mr. Kesri Singh Kapur - Group Chief Operating OfficerRSH Limited

Mr. David John Reilly - Chief Executive OfficerRSH (Middle East) L.L.C.R.B.K. Middle East L.L.C (L.L.C.)

Mr. Sandeep Kalra - Chief Executive OfficerRSH (Australia) Pty Ltd

Mr. William Mihran Feast - Chief Executive OfficerRSH (Singapore) Pte Ltd

Mr. O. P. Gupta - Chief Executive OfficerRSH (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. Edward Yee - Chief Executive OfficerNose (Malaysia) Sdn. Bhd.

Mr. Jess Salazar Lacson - Chief Executive OfficerR.S.H. Marketing (Philippines), Inc.

Mr. Yeung Kwok Ming Walter - Chief Executive OfficerRSH (Hong Kong) LimitedGagan (HK) Limited

Mr. Selvaratnam Thavaneson - Chief Executive OfficerSports Equipment Holdings Pte LtdSports Equipment 2001 (Malaysia) Sdn. Bhd.

Mr. Indranu Hati - Chief Operating OfficerAryan (Thailand) Co., Ltd.Gagan (Thailand) Co., Ltd.Armaan (Thailand) Co., Ltd.

Mr. Lew Chee Kiong Lawrence - General ManagerProgolf International (L.L.C.)

Ms. Lelaina Lim - Chief Financial OfficerRSH Limited

Mr. Woo Mun Hoo - DirectorBusiness DevelopmentRSH Limited

Ms. Lim Yin Cheng - DirectorCommunicationsRSH Limited

CORPORATE INFORMATION


The Group reported a revenue of S$773.1 million for the fiscalyear ended 31 March 2009 - 5.3 per cent higher than a yearago. The revenue growth arose mainly from the Group’s retailbusiness, which contributed 72.6 per cent to the total increase.This was a result of our continuous strategy to expand throughthe opening of new stores as well as the strong marketsentiments in the Middle East. The Middle East operationscontributed almost entirely to the 5.3 per cent increase inGroup’s revenue.

Profit from operations this year was S$23.5 million and netprofit after taxation was S$16.4 million, registering a 13.0per cent increase over last year on the back of tax credit andincreased revenue.

SOUTH-EAST ASIA

South-east Asia, the Group’s largest market, accounted fornearly two thirds of the total revenue. Sales were largely flat,increasing 0.8 per cent to S$451.8 million from S$448.4million, as a result of the global financial crisis and politicalinstability in certain markets within the Group. Growth inrevenue for South-east Asia was due mainly to the full 12-month operation of new stores, which were opened in Malaysialast year.

Net profit fell 9.4 per cent to S$30.0 million, against S$33.2million posted a year ago. The decline in net profit was dueprimarily to an increase in operating expenses driven by risingrental costs. In Singapore, measures implemented by theGovernment mitigated the higher operating expenses.

NORTH ASIA

Revenue from North Asia operations dipped 3.6 per cent, orS$2.5 million, to S$66.6 million for the fiscal year ended March2009. This was attributed to declining consumer spendingamidst the economic downturn in addition to the weakeningof the Hong Kong dollar against the Singapore dollar.

Profit before tax was S$0.6 million, registering a decline of69.2 per cent, or S$1.3 million, mainly on the back of lowerrevenue, reduction in margins and higher operating expenses.

SOUTH ASIA

South Asia operations recorded S$16.5 million revenue, whichwas 21.3 per cent lower than S$21.0 million reported a yearago. The decline resulted from the Group’s strategic decision

to exit from loss-making distribution channels, exercise strictercredit control and implement more aggressive marketing plansto reduce inventory holding. Consequently, the loss beforetax was reduced by 35.1 per cent, or S$3.2 million, to S$6.0million for the year under review.

THE MIDDLE EAST

This region benefited greatly from high fuel prices in 2008that led to higher consumer spending. The Group’s MiddleEast operations posted a robust double-digit growth of 32.7per cent in revenue from S$118.2 million to S$156.8 millionfor the year under review. Of the S$38.6 million increase inrevenue, the retail business contributed 75.0 per cent to theincrease. This was due partly to the growth in sales for existingstores as well as the opening of new stores. The Group tookup approximately 89,000 square feet of retail space in twomega shopping malls in Dubai which commenced operationsin November / December 2008. The distribution business alsocontributed about 25.0 per cent to revenue growth partly dueto a one-time contract secured with an institutional customer.

On account of the strong increase in revenue, profit beforetax surged 39.4 per cent year-on-year from S$13.5 million toS$18.9 million for the fiscal year ended March 2009.

SOUTH PACIFIC

In Australian dollar terms, revenue increased by 16.8% overthe previous year. This was due mainly to the effect of full12-month contribution from the distribution business as wellas a focused strategy of sharpening brand image, improvedgross margins and better merchandise mix in managing theretail business. However, with a 10.3 per cent depreciationof the Australian dollar against the Singapore dollar, revenuefrom our operations in South Pacific grew by 4.8 per cent toS$81.4 million.

Loss before tax widened by 32.7 per cent to S$20.1 million inFY 2009 compared to S$15.2 million reported last year. If wewere to exclude the S$10.0 million impairment charge, netloss for the year would have been S$10.1 million, which is asignificant reduction from S$15.2 million from the year before.

OPERATIONS REVIEW


South-East Asia448,397

North Asia69,083

South Asia20,953

Middle East118,208

South Pacific77,621

FY 2008

South-East Asia451,840

North Asia66,595

South Asia16,496

Middle East156,816

South Pacific81,354

FY 2009

2005

422,918

22,088

16,046

90,869

228,925

(133,081)

24.65

4.76

1.46

2006

554,190

22,466

14,977

108,151

345,217

(230,794)

17.60

4.25

2.13

2007

653,801

21,452

12,333

115,809

371,286

(249,233)

20.54

3.50

2.15

2009

773,101

23,451

16,154

138,274

395,447

(252,484)

34.55

4.58

1.83

(S$ ‘000)Financial Profile

Revenue

Profit before Taxation

Profit Attributable toShareholders

Financial Position

Shareholders’ Funds

Total Assets

Total Liabilities

Per Share Data

Net Tangible AssetsPer Share (Cents)

Earnings Per Share(Cents)

Debt/Equity (Times)

REVENUE BY REGION

Notes

(a)

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

2008

734,262

24,317

13,728

126,512

377,456

(244,286)

27.02

3.89

1.93


FINANCIAL HIGHLIGHTS


5.00

4.00

3.00

2.00

1.00

0.00

Earnings Per Share (Cents)

2005 2006 2007 2008 2009

4.76

4.25

3.503.89

4.58

Net Tangible Assets Per Share (Cents)

35.00

30.00

25.00

20.00

15.00

10.00

5.00

0.002005 2006 2007 2008 2009

24.65

17.6020.54

27.02

34.55

800,000

700,000

600,000

500,000

400,000

300,000

200,000

100,000

0

Revenue in S$’000

2005 2006 2007 2008 2009

Profit Attributable to Shareholders in S$’000

20,000

15,000

10,000

5,000

02005 2006 2007 2008 2009

422,918

554,190

653,801734,262

16,04614,977

12,33313,728

140,000

120,000

100,000

80,000

60,000

40,000

20,000

0

Shareholders’ Funds in S$’000

2005 2006 2007 2008 2009

Total Assets in S$’000

400,000

350,000

300,000

250,000

200,000

150,000

100,000

50,000

02005 2006 2007 2008 2009

90,869

108,151115,809

126,512

228,925

345,217371,286 377,456

773,101

16,154

138,274 395,447

FINANCIAL PROFILE

FINANCIAL POSITION

PER SHARE DATA

FINANCIAL HIGHLIGHTS

(cont’d)

GROUP STRUCTURE


* Investment Holding Company

º Dormant Company

^ Inactive Company

Operating Company

Total

No. of companies

3

1

2

8

14

FAMAS Solutions Pte. Ltd.^49%

iOM Holdings Private Limited^20%

Sephora Singapore Pte. Ltd.40%

Ogaan Fashions (M) Sdn. Bhd. 100%

100%Prasan Fashions (M) Sdn. Bhd.

RSH (Thailand) Co., Ltd*

51%

51%Gagan (Thailand) Co., Ltd.

Aryan (Thailand) Co., Ltd.

Gagan (Malaysia) Sdn. Bhd. 100%

Armaan (M) Sdn. Bhd. 100%

RSH Training Centre(M) Sdn. Bhd.º

100%

49%

RSH Holdings Pte Ltd*100%

51% Armaan (Thailand) Co., Ltd.

Singapore

Thailand

Malaysia

RSH Limited

(Singapore)*

RSH Limited

(Singapore)*

(include RSH Limited)

* Investment Holding Company

º Dormant Company

Operating Company

Total

No. of companies

1

6

21

28

Singapore

Hong Kong

Thailand

Others

- S.E.A.

Australia

Middle East

Malaysia

RSH (Singapore) Pte Ltd100%

Royalvasco Pte. Ltd.º60%

Armaan Pte. Ltd.100%

Aryan (SEA) Private Limited100%

Gagan Holdings Pte Ltd100%

Prasan Pte. Ltd.100%

Novo Pte. Ltd.º100%

Puma Sports Singapore Pte. Ltd.40%

Sports EquipmentHoldings Pte Ltd

Sports Equipment 2001(Malaysia) Sdn. Bhd.

51% 100%

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

75% 100% R.S.H. Marketing(Philippines), Inc.

Nose (Malaysia)Sdn. Bhd.

RSH Land(M) Sdn. Bhd.º 100%

RSH (Malaysia)Sdn. Bhd.

100%

100%

51%

RSH Manufacturing(M) Sdn. Bhd.RSH Resources

(M) Sdn. Bhd.º100%

RSH (Hong Kong)Limited

Gagan (HK) Limited100%

100%

ProgolfInternational

(L.L.C.)

100%

RSH (Middle East)L.L.C.

100%100%

R.B.K. Middle EastL.L.C (L.L.C.)

Gagan (Thailand) Co., Ltd.

Aryan (Thailand) Co., Ltd.49%

49%

RSH Sports (B) Sdn Bhdº

85%

60%

PT Gagan Indonesia

99.82%RSH (Australia) Pty Ltd

Puma SportsGoods Sdn. Bhd.

40%

Armaan (Thailand) Co., Ltd.49%India

RSH Distribution(India)Private Limited

50% S.S.S. SportsIndiaPrivate Limitedº

100%


RSH Holdings

Pte Ltd

(Singapore)*

RSH Holdings

Pte Ltd

(Singapore)*

(exclude RSH Holdings)

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

GROUP STRUCTURE

(cont’d)

SPORTS

Brand

Adidas

Babolat

Body Sculpture

Dunlop

New Balance

Nike

Puma

Reebok

Sof Sole

Speedo

Umbro

Wilson

Product Type

Apparel, footwear and accessories

Badminton, squash and tennisracquets, and accessories

Sports equipment

Tennis, squash and badmintonracquets and accessories. Golfequipment and accessories.



Apparel, footwear, accessoriesand equipment

Apparel, footwear, accessoriesand equipment

Shoes insole and maintenanceaccessories

Swimwear, footwear, apparel andaccessories


Golf, tennis and other sportsequipment

Since

2005

1984

1991

2001

2000

1993

2002

1987

2001

1992

2000

1982

Territories

Indonesia, Malaysia, Singapore and UAE

Malaysia and Singapore

Hong Kong, Malaysia and Singapore

India

Bahrain, Hong Kong, Kuwait, Oman, Qatar, SaudiArabia, Thailand and UAE

Hong Kong, Indonesia, Malaysia and Singapore


Bahrain, Kuwait, Malaysia, Oman, Philippines, Qatar,Saudi Arabia, Singapore and UAE

Hong Kong and Singapore

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

Bahrain, Egypt, India, Kuwait, Malaysia, Oman,Philippines, Qatar, Saudi Arabia, Singapore and UAE

Singapore


BRAND PORTFOLIO

Territories

Bahrain, Jordan, Kuwait, Lebanon, Oman, Qatar,Saudi Arabia and UAE

India, Malaysia and Singapore

UAE

Singapore

UAE

UAE


Hong Kong



Singapore

Singapore



UAE

UAE


Malaysia, Philippines, Singapore and UAE

UAE


UAE

Hong Kong and Singapore

UAE

Malaysia, Philippines and Singapore

Brand

Billabong

Caterpillar

DC Shoes

Diesel

Element

Everlast

Grendha

High Sierra

Ipanema

JanSport

Lacoste

Le Coq Sportif

Merrell

Nautica

Osim

Quiksilver

Rider

Rockport

Roxy

Scorpion

Teva

Tifosi

Union Bay

Vans

Product Type

Apparel and accessories

Footwear

Footwear

Footwear

Apparel and footwear

Apparel for men and women

Footwear

Bags

Footwear

Alpine packs, day packs, luggagetravel accessories and bags



Footwear

Footwear, apparel and accessories

Healthcare equipment


Footwear

Footwear and accessories


Inline skates and accessories

Footwear

Eyewear



Since

2002

2001

2007

1999

2006

2002

1998

2001

1998

1998

1979

2003

2001

1997

2000

2000

1998

1992

2008

2003

2002

2007

1998

1997

ACTIVE LIFESTYLE


Territories

Hong Kong and Malaysia

Bahrain, Egypt, Kuwait, Lebanon, Oman, Qatar, SaudiArabia and UAE

Bahrain, Egypt, Kenya, Kuwait, Lebanon, Madagascar,Mauritius, Oman, Pakistan, Qatar, Saudi Arabia,Tunisia and UAE

Bahrain, Egypt, Oman, Qatar, Saudi Arabia and UAE

Bahrain, Egypt, Kuwait, Lebanon, Oman, Qatar, SaudiArabia and UAE


Hong Kong, Malaysia, and UAE

Bahrain, Egypt, Kuwait, Qatar, Saudi Arabia and UAE

Bahrain, Iran, Kuwait, Lebanon, Oman, Pakistan,Qatar, Saudi Arabia, Seychelles and UAE

Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and UAE

Hong Kong, Malaysia, and UAE

Hong Kong, Malaysia, and Singapore.

Bahrain, Egypt, Iraq, Israel, Jordan, Kuwait, Lebanon,Malaysia, Oman, Qatar, Saudi Arabia, Singapore,Syria, UAE and Yemen


Bahrain, Hong Kong, Kuwait, Malaysia, Oman, Qatar,Saudi Arabia, Singapore and UAE

Bahrain, Egypt, India, Kuwait, Oman, Pakistan, Qatar,Saudi Arabia and UAE

Singapore


Bahrain, Hong Kong, Kuwait, Malaysia, Oman, Qatar,Saudi Arabia, Singapore and UAE

Brand

Adams

Ashworth

Ben Hogan

Burberry Golf

Callaway(Apparel)

Callaway(Hardware)

Champ

Cleveland

Cutter & Buck

Daphne’sHeadcovers

GreenFriendly Golf

Greg Norman

Mizuno

Odyssey

Ogio

Oscar Jacobson

STS Golfwear

Top Flite

U.S. Kids Golf

Product Type

Golf equipment and accessories

Golf apparel, headwear andaccessories

Golf equipment, accessories andbags

Golf apparel and accessories



Golf accessories


Apparel, headwear andaccessories

Headcovers

Belt

Golf apparel, bags and accessories

Golf footwear, equipment,accessories and bags


Golf bags


Golf accessories and apparel


Golf footwear, equipment, bagsand accessories

Since

1997

1990

2005

2002

1990

1991

2000

1997

1999

2006

2007

1992

1986

1997

2001

2008

2002

2004

1998

GOLF


FASHION

WATCHES

Brand

Alain Figaret

bebe

Brera

Dunhill

Evita Peroni

Fox

Jaeger

Mango

Massimo Dutti

Mumbai Se

Naf Naf

novo(Nose, Nouveau)

Promod

Pull and Bear

Ted Baker

Westco

women’secret

Zara

Tag Heuer

Sephora

Product Type

Apparel for men and women

Ladies’ apparel, footwear andaccessories

Footwear

Apparel, leather goods andaccessories for men

Hair accessories, scarves,sunglasses and fashion jewellery

Apparel, footwear and fashionaccessories for men and women

Ladies’ apparel and accessories

Ladies’ apparel, footwear andfashion accessories


Indian fusion fashion and lifestyle

Apparel, footwear and accessorieswomen

Ladies’ footwear

Apparel, footwear and accessoriesfor women



Jeans and streetwear

Apparel, footwear and accessoriesfor women

Apparel, footwear and fashionaccessories for men, women andchildren

Watches

Beauty and cosmetics

Since

2006

1999

2007

2006

1998

2004

2008

2002

2006

2004

2008

2002

2006

2006

2006

2001

2002

2002

2004

2008

Territories

UAE

Bahrain, Indonesia, Malaysia, Qatar, Saudi Arabia,Singapore, Thailand and UAE

Malaysia

Indonesia

Indonesia, Singapore and UAE

Australia

Thailand

Australia, Hong Kong and Singapore

Malaysia, Singapore and Thailand

Malaysia, Singapore and UAE

Singapore

Australia, Indonesia, Malaysia, New Zealand,Singapore and UAE

Indonesia


Indonesia, Malaysia, Singapore, Thailand and UAE

Australia


Malaysia, Singapore and Thailand


Singapore

BEAUTY AND COSMETICS


CONTENTS

036 Directors’ Report • 042 Statement by Directors • 043 Independent Auditors' Report044 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 Information085 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’ REPORTWe are pleased to submit this annual report to the members of the Company together with the audited financial statementsfor 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 AlabbarVinod Kumar GomberShravan GuptaLew Syn PauNg Boon YewBasil ChanLow 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, Chapter50, particulars of interests of directors who held office at the end of the financial year (including those held by theirspouses 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 ATBEGINNING OF END OF 21 APRIL 2009

THE YEAR THE YEAR

NAME OF DIRECTOR AND CORPORATIONIN 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___________________________________________________________________________________________________________



THE YEAR THE YEAR



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 sharesof Rupees 100 each 1,254,500 1,254,500 1,254,500

- deemed interests in 8% convertiblenon-cumulative preference sharesof 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___________________________________________________________________________________________________________



THE YEAR THE YEAR



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 SHARESPARTIALLY 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___________________________________________________________________________________________________________



THE YEAR THE YEAR


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 sharesof Rupees 100 each 1,254,500 1,254,500 1,254,500

- deemed interests in 8% convertiblenon-cumulative preference sharesof 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_______________________________________________________________________________________________________________



THE YEAR THE YEAR


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 SHARESPARTIALLY 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 aredeemed to have interests in each of the other wholly-owned subsidiaries of RSH Limited, at the beginning and at theend 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 sharesor debentures of the Company, or of related corporations, either at the beginning, or date of appointment if later, or atthe 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 whoseobjects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of theacquisition of shares in or debentures of the Company or any other body corporate.


Except for salaries, bonuses and fees and those benefits that are disclosed in this report and in Note 28 to the financialstatements, since the end of the last financial year, no director has received or become entitled to receive, a benefitby reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is amember, 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 Companyor 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 AuditCommittee 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 theBoard of Directors acting through the Audit Committee. The Audit Committee performs the functions set out in Section201B(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 ofthe internal and external auditors and the assistance given by the Company to the auditors, receiving and consideringthe reports of the internal and external auditors including their evaluation of the system of internal controls. The financialstatements of the Group and of the Company were reviewed by the Audit Committee prior to their submission to thedirectors of the Company for adoption.

The Audit Committee has full access to management and is given the resources required to discharge its functions. Ithas full authority and the discretion to invite any director or executive officer to attend its meetings. The Audit Committeealso 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, reviewedthe requirements for approval and disclosure of interested person transactions, reviewed the internal procedures setup by the Company to identify and report and where necessary, seek approval for interested person transactions andreviewed interested person transactions.

The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommendedto the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcomingAnnual 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 GomberDirector

Ng Boon YewDirector

29 May 2009


STATEMENT BY DIRECTORSIn 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 stateof affairs of the Group and of the Company as at 31 March 2009 and of the results, changes in equity and cashflows of the Group for the year ended on that date in accordance with the provisions of the Singapore CompaniesAct, 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 itsdebts 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 GomberDirector

Ng Boon YewDirector

29 May 2009


INDEPENDENT AUDITORS’ REPORTMembers of the CompanyRSH 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, statementof changes in equity and cash flow statement of the Group for the year then ended, and a summary of significantaccounting policies and other explanatory notes, as set out on pages 44 to 83.

Management’s responsibility for the financial statementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance withthe provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards. Thisresponsibility includes:

(a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurancethat assets are safeguarded against loss from unauthorised use or disposition; and transactions are properlyauthorised and that they are recorded as necessary to permit the preparation of true and fair profit and lossaccounts 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’ responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the entity's preparation and fair presentation of the financial statements in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of accounting estimates made by management, as well as evaluating the overallpresentation 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.

OpinionIn our opinion:

(a) the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn upin accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fairview of the state of affairs of the Group and of the Company as at 31 March 2009 and the results, changes inequity 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 subsidiariesincorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisionsof the Act.

Without qualifying our opinion, we draw attention to Note 2 to the financial statements. Subsequent to the balance sheetdate, Golden Ace Pte. Ltd. ("Golden Ace"), the holding company, defaulted on its credit facilities extended to it by abank, following which, the bank registered its deemed interest in approximately 61.30% of the Company's shares asthe shares were pledged to the bank as collateral for the credit facilities extended. Consequent to the above event, thebanks of the Group and the Company may, under the terms of the credit facility agreements, call for the repayment ofthe credit facilities extended to the Group and the Company, if there is a change in the controlling shareholder of theborrower. These conditions indicate the existence of a material uncertainty, which may affect the continued availabilityof the credit facilities to enable the Group and the Company to continue their operations as a going concern. The financialstatements have been prepared on a going concern basis as the directors are of the opinion that the operations of theGroup are independent of Golden Ace and the Group does not rely on Golden Ace for financial support, and the banksof the Group and Company have not withdrawn and continued to extend banking facilities.

KPMG LLPPublic Accountants andCertified Public Accountants

Singapore29 May 2009


BALANCE SHEETS As at 31 March 2009

GROUP COMPANYNote 2009 2008 2009 2008

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

Non-current assetsProperty, plant and equipment 4 81,781 78,751 377 290Intangible assets 5 16,813 31,528 - -Interests in subsidiaries 6 - - 53,695 58,481Associates 7 3,089 2,087 1,991 483Loan to a subsidiary 8 - - 18,410 17,908Deferred tax assets 9 523 684 - 3Other receivable 10 11,634 11,355 - -______________________________________________________________________________________________________________

113,840 124,405 74,473 77,165______________________________________________________________________________________________________________

Current assetsTrade and other receivables 11 64,355 63,263 32,186 24,970Derivative 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 equityholders of the CompanyShare capital 16 100,260 100,260 100,260 100,260Statutory 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______________________________________________________________________________________________________________

138,274 126,512 124,087 119,394Minority interests 4,689 6,658 - -______________________________________________________________________________________________________________

Total equity 142,963 133,170 124,087 119,394______________________________________________________________________________________________________________

Non-current liabilitiesInterest-bearing liabilities 18 18,042 6,352 69 97Other 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 liabilitiesTrade and other payables 21 92,624 92,735 1,279 1,534Interest-bearing liabilities 18 132,637 134,085 29 29Other 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.


CONSOLIDATED INCOME STATEMENT Year ended 31 March 2009

Note 2009 2008$'000 $'000

Revenue 23 773,101 734,262Other income 5,929 12,843Changes in value of inventories 23,616 8,647Raw 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 846Finance 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 24,317Income 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 13,728Minority interests 292 827______________________________________________________________________________________________________________

Profit for the year 16,446 14,555–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Earnings per share (cents):

Basic and diluted 27 4.58 3.89–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Year ended 31 March 2009

TOTALATTRIBUTABLE

CURRENCY TO EQUITYSHARE STATUTORY CAPITAL TRANSLATION ACCUMULATED HOLDERS OF MINORITY TOTAL

CAPITAL RESERVE RESERVES RESERVE PROFITS THE PARENT INTERESTS EQUITYGROUP $'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

Translationdifferencesrelating to financialstatements offoreign subsidiariesand associate - - - (3,025) - (3,025) (234) (3,259)______________________________________________________________________________________________________

Net losses recogniseddirectly in equity - - - (3,025) - (3,025) (234) (3,259)

Profit for the year - - - - 13,728 13,728 827 14,555_______________________________________________________________________________________________________Total recognisedincome andexpense for the year - - - (3,025) 13,728 10,703 593 11,296_______________________________________________________________________________________________________Transfer tostatutory reserve - 135 - - (135) - - -

Dividends paid tominority 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

Translationdifferencesrelating to financialstatements offoreign subsidiariesand associate - - - (866) - (866) (29) (895)_______________________________________________________________________________________________________Net losses recogniseddirectly in equity - - - (866) - (866) (29) (895)

Profit for the year - - - - 16,154 16,154 292 16,446_______________________________________________________________________________________________________Total recognisedincome andexpense forthe year - - - (866) 16,154 15,288 263 15,551_______________________________________________________________________________________________________Transfer tostatutory reserve - 135 - - (135) - - -

Acquisition ofadditional interestin a subsidiary - - - - - - (2,133) (2,133)

Dividend of1.00 cent pershare paid - - - - (3,526) (3,526) - (3,526)

Dividends paid tominority interests - - - - - - (99) (99)_______________________________________________________________________________________________________At 31 March 2009 100,260 2,435 (5,876) (9,462) 50,917 138,274 4,689 142,963––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––



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)_______________________________________________________________________________________________________



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 corporationsand 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 inforeign currencies 400 228

_______________________________________________________________________________________________________

Cash and cash equivalents at end of the year 15 41,530 36,467––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

During the year, the Group acquired property, 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 reinstatementcosts of $536,000 (2008: $245,000) was made during the year.



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 190MacPherson Road, #07-08 Wisma Gulab, Singapore 348548.

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

The consolidated financial statements relate to the Company and its subsidiaries (referred to as the Group) andthe 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 dated9 April 2009 ("Notice") from DB Trustees (Hong Kong) Limited and Deustche Bank AG addressed to the SingaporeExchange Securities Trading Limited ("SGX-ST") and to the Company. The Notice stated that DB Trustees (HongKong) Limited was notifying the SGX-ST and the Company of its deemed interest in 216,169,245 shares of theCompany ("Charged Shares") representing approximately 61.30% of the issued share capital of the Companyarising out of DB Trustees (Hong Kong) Limited's ability to exercise voting rights in the Charged Shares (chargedto 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 substantialshareholder 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'sentire interest in the Company.

On 15 April 2009, Golden Ace informed the Board of Directors of the Company ("Board") in writing that GoldenAce is currently already in constant negotiations with Deutsche Bank AG in relation to the Facility Agreementsand confirmed in writing to the Company that it is confident that Golden Ace will be able to achieve a satisfactoryand amicable outcome with Deutsche Bank AG. Golden Ace undertook to the Company to provide immediate andtimely written updates on all developments and the outcome of the negotiations with Deutsche Bank AG in relationto the Facility Agreements. Golden Ace also provided written confirmation to the Company of its current intentionto 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 creditfacility agreements, call for the repayment of the credit facilities extended to the Group and the Company, if thereis a change in the controlling shareholder of the borrower. The Group does not rely on Golden Ace for any financialsupport and its operations are totally independent of Golden Ace. The banks have not withdrawn and continuedto extend existing banking facilities to the Group and, accordingly, the financial statements have been preparedon 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 financialinformation 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, estimatesand 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 arerecognised in the period in which the estimate is revised and in any future periods affected.


3.1 Basis of preparation (CONT’D)

In particular, in addition to Note 2, information about significant areas of estimation, uncertainty and criticaljudgements in applying accounting policies that have the most significant effect on the amount recognised in thefinancial 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 financialstatements.

3.2 Consolidation

Business combinations

Business combinations are accounted for under the purchase method. The cost of an acquisition is measured atthe fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date ofexchange, 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 liabilitiesover the cost of acquisition is credited to the income statement in the period of the acquisition. Refer toNote 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 thefinancial 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 subsidiariesare included in the consolidated financial statements from the date that control commences until the date thatcontrol ceases. The accounting policies of subsidiaries have been changed where necessary to align them withthe policies adopted by the Group.

Associates

Associates are those entities in which the Group has significant influence, but not control, over their financial andoperating policies. Associates are accounted for using the equity method. The consolidated financial statementsinclude the Group's share of the income and expenses of associates, after adjustments to align the accountingpolicies with those of the Group, from the date that significant influence commences until the date that significantinfluence ceases. When the Group's share of losses exceeds its interest in an associate, the carrying amount ofthat interest (including any long-term investments) is reduced to zero and the recognition of further losses isdiscontinued 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 withequity accounted investees are eliminated against the investment to the extent of the Group's interest in theinvestee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that thereis 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 accumulatedimpairment losses.

3.3 Foreign currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at theexchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currenciesat 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 retranslatedto 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 differencesarising on the retranslation of monetary items that in substance form part of the Group's net investment in aforeign operation.


3.3 Foreign currencies (CONT’D)

Foreign operations

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

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

Net investment in a foreign operation

Exchange differences arising from monetary items that in substance form part of the Company's net investmentin a foreign operation are recognised in the Company's income statement. Such exchange differences are reclassifiedto equity in the consolidated financial statements. When the net investment is disposed of, the cumulative amountin 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-constructedassets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assetto a working condition for its intended use, and the cost of dismantling and removing the items and restoring thesite on which they are located. Purchased software that is integral to the functionality of the related equipmentis capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for asseparate 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 ofthe item if it is probable that the future economic benefits embodied within the part will flow to the Group andits cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment arerecognised in the income statement as incurred.

Property, plant and equipment acquired through finance leases are capitalised at the lower of its fair value andthe present value of the minimum lease payments at the inception of the lease, less accumulated depreciationand impairment losses. Lease payments are apportioned between the finance charges and reduction of the leaseliability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges arecharged directly to the income statement. Capitalised leased assets are depreciated over the shorter of theeconomic 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 ofproperty, plant and equipment over the estimated useful lives as follows:

Leasehold land 99 yearsLeasehold properties 50 yearsPlant and machinery 10 yearsOffice furniture, fittings and renovations 5 - 10 yearsOffice equipment and computers 3 - 5 yearsMotor vehicles 1 - 7 yearsElectrical, air-conditioning and other equipment 3 - 20 yearsShop fittings and renovations 3 - 8 years

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at eachreporting 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 theidentifiable assets and liabilities of the acquiree.

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


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 January 2005, the Group discontinued amortisation of this goodwill. This remaining goodwillbalance 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 theidentifiable assets and liabilities of the acquiree.

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

Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as describedin 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, arestated 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 ofintangible assets with finite lives. The estimated useful lives are as follows:

Franchise fees 5 yearsDistribution 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 cashequivalents, interest-bearing liabilities and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair valuethrough profit or loss, any directly attributable transaction costs, except as described below. Subsequent to initialrecognition, 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 assetsexpire or if the Group transfers the financial asset to another party without retaining control or transfers substantiallyall the risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for attrade date, i.e., the date that the Group commits itself to purchase or sell the asset. Financial liabilities arederecognised 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 forman 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 sellingin the short term or is designated as such upon initial recognition. Financial instruments are designated as fairvalue through profit or loss if the Group manages such investments and makes purchase and sale decisions basedon their fair value in accordance with the Group's documented risk management and investment strategies. Uponinitial recognition, attributable transaction costs are recognised in the income statement when incurred. Financialinstruments at fair value through profit or loss are measured at fair value, and changes therein are recognised inthe income statement.


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 forhedge accounting are accounted for as trading instruments.

Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, derivativefinancial instruments are remeasured at fair value. The gain or loss on remeasurement to fair value is recognisedimmediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of anyresultant 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 itis impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more eventshave 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 differencebetween its carrying amount, and the present value of the estimated future cash flows discounted at the originaleffective interest rate.

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

Impairment losses in respect of financial assets measured at amortised cost is reversed if the subsequent increasein 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 asfinance leases. Upon initial recognition, property, plant and equipment acquired through finance leases arecapitalised at the lower of its fair value and the present value of the minimum lease payments. Subsequent toinitial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.Leased assets are depreciated over the shorter of the lease term and their useful lives. Lease payments areapportioned between finance expense and reduction of the lease liability. The finance expense is allocated to eachperiod during the lease term so as to produce a constant periodic rate of interest on the remaining balance of theliability. Contingent lease payments are accounted for by revising the minimum lease payments over the remainingterm 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 recognisedin the income statement on a straight-line basis over the term of the lease, unless another systematic basis ismore representative of the time pattern of the benefit derived. Lease incentives received are recognised in theincome statement as an integral part of the total lease payments made. Contingent rentals are charged to theincome statement in the accounting period in which they are incurred.

3.8 Impairment - non-financial assets

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

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds itsestimated recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cashflows that largely are independent from other assets and groups. Impairment losses are recognised in the incomestatement 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 amountof any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (groupof units) on a pro rata basis.


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 lesscosts to sell. In assessing value in use, the estimated future cash flows are discounted to their present value usinga pre-tax discount rate that reflects current market assessments of the time value of money and the risks specificto the asset or cash-generating unit.

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

3.9 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary sharesand 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 averagebasis and comprises all costs of purchase and other related costs incurred in bringing the inventories to theirpresent 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 incomestatement as incurred.

Short-term benefits

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

A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plansif the Group has a present legal or constructive obligation to pay this amount as a result of past service providedby 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 estimatedfuture 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 ChiefOperating Officer, Chief Executive Officers and Chief Operating Officers of various subsidiaries and non-executivedirectors 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 obligationthat can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settlethe obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate thatreflects 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 ofproperty, plant and equipment arising from the acquisition or use of assets, which are capitalised and includedin the cost of property, plant and equipment.


3.13 Provisions (CONT’D)

Consignment loss

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

The provisions are made having regard to past experience and weighing all possible outcomes against theirassociated 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 ofreturns and allowances, goods and services 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 estimatedreliably, and there is no continuing management involvement with the goods, and the amount of revenue can bemeasured reliably.

Rental income

Rental income receivable under operating leases is recognised in the income statement on the straight-line basisover the term of the lease. Lease incentives granted are recognised as an integral part of the total rental incometo 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, usingthe effective interest method.

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

3.16 Income tax expense

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statementexcept 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 substantivelyenacted 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 temporary differences between thecarrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxationpurposes. 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 affectsneither accounting nor taxable profit, and differences relating to investments in subsidiaries and associates tothe extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at thetax rates that are expected to be applied to the temporary differences when they reverse, based on the laws thathave 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 availableagainst which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date andare 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 companieswithin its group, the Group considers these to be insurance arrangements, and accounts for them as such. TheGroup treats the guarantee contract as a contingent liability until such time as it becomes probable that the Groupwill be required to make a payment under the guarantee.


4 PROPERTY, PLANT AND EQUIPMENT

OFFICE ELECTRICAL,FURNITURE, OFFICE AIR- SHOP

PLANT FITTINGS EQUIPMENT CONDITIONING FITTINGSLEASEHOLD 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

CostAt 1 April2007 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)

Translationdifferences onconsolidation (4) (78) (36) (24) (310) (80) (107) (3,259) (3) (3,901)

_________________________________________________________________________________________________

At 31 March2008 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)

Translationdifferences onconsolidation (4) (91) 3 (1,234) (222) 4 (269) (3,585) 171 (5,227)

________________________________________________________________________________________________At 31 March2009 117 2,573 156 6,052 12,767 3,461 6,550 139,980 317 171,973––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––


4 PROPERTY, PLANT AND EQUIPMENT (CONT’D)

OFFICE ELECTRICAL,FURNITURE, OFFICE AIR- SHOP

PLANT FITTINGS EQUIPMENT CONDITIONING FITTINGSLEASEHOLD 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

Accumulateddepreciation/Impairment

At 1 April2007 18 725 740 8,535 9,637 1,912 4,994 48,448 - 75,009

Depreciationcharge forthe 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)

Translationdifferences onconsolidation - (22) (28) (56) (236) (57) (51) (1,662) - (2,112)

________________________________________________________________________________________________

At 31 March2008 19 756 752 10,548 9,843 2,041 5,745 54,329 - 84,033

Depreciationcharge forthe 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)

Translationdifferences onconsolidation - (27) 1 (657) (149) - (188) (1,853) - (2,873)

________________________________________________________________________________________________At 31 March2009 20 781 128 875 9,610 2,131 4,387 72,260 - 90,192––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Carrying amount

At 1 April2007 107 1,959 161 12,468 3,162 1,181 3,390 55,328 403 78,159––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––At 31 March2008 102 1,851 113 11,334 3,075 1,214 2,855 57,112 1,095 78,751––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––At 31 March2009 97 1,792 28 5,177 3,157 1,330 2,163 67,720 317 81,781––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––


4 PROPERTY, PLANT AND EQUIPMENT (CONT’D)

OFFICE OFFICEFURNITURE, EQUIPMENT

FITTINGS AND AND MOTORCOMPANY RENOVATIONS COMPUTERS VEHICLES TOTAL

$'000 $'000 $'000 $'000CostAt 1 April 2007 130 375 270 775Additions 17 13 - 30Disposal - (4) - (4)________________________________________________________________________________________________

At 31 March 2008 147 384 270 801Additions 43 143 - 186Written off - (207) - (207)________________________________________________________________________________________________

At 31 March 2009 190 320 270 780––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Accumulated depreciation

At 1 April 2007 40 301 61 402Depreciation charge for the year 25 49 39 113Disposal - (4) - (4)________________________________________________________________________________________________

At 31 March 2008 65 346 100 511Depreciation charge for the year 30 31 38 99Written off - (207) - (207)________________________________________________________________________________________________

At 31 March 2009 95 170 138 403––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Carrying amountAt 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 Company2009 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 areprovided in Note 18.

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

APPROXIMATELOCATION AREA (SQ FT) PURPOSE TENURE

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


5 INTANGIBLE ASSETS

GOODWILL PURCHASEDFRANCHISE DISTRIBUTION ON GOODWILL AND

FEES RIGHTS CONSOLIDATION BRAND NAMES TOTALGROUP $'000 $'000 $'000 $'000 $'000Cost

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

Additions 84 - - - 84

Written off (56) - - - (56)

Translation differenceson 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 differenceson consolidation (103) - (4,557) - (4,660)________________________________________________________________________________________________

At 31 March 2009 1,838 500 28,196 15,765 46,299––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Accumulated amortisationand impairment

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

Amortisation chargefor the year 372 25 - - 397

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

Written off (56) - - - (56)

Translation differenceson consolidation (80) - - (191) (271)________________________________________________________________________________________________

At 31 March 2008 2,072 481 1,602 15,765 19,920

Amortisation chargefor the year 227 19 - - 246

Impairment charge - - 9,997 - 9,997

Written off (591) - - - (591)

Translation differenceson 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––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––


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 asfollows:

2009 2008$'000 $'000

South Pacific - retail 16,232 30,786Middle 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 ofSouth 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 inrespect of the South Pacific - purchased goodwill and brand names CGU and South Asia - retail and distributionCGU, respectively.

The value in use calculations for the South Pacific - purchased goodwill and brand name and retail CGU apply adiscounted cash flow model using cash flows projections based on financial budgets and forecasts approved bymanagement covering a five year period. The anticipated annual revenue growth included in the cash flow projectionswas 3% to 10% for the years 2010 to 2014. The discount rates applied to the cash flow projections were derivedfrom the post-tax weighted average cost of capital at the date of assessment. The discount rate was 9.00%. Cashflows beyond the fifth year were extrapolated using a constant growth of 1%. The constant growth rate used didnot exceed management's expectations of the long term average growth rate of the industry and country in whichit 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 lossof $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 SUBSIDIARIESCOMPANY

2009 2008$'000 $'000

Equity investments at cost 44,856 44,856Discount implicit in the interest-free inter-company loan 3,241 3,241Loans 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 amountis neither planned nor likely to occur in the foreseeable future. As the amount is in substance, a part of theCompany'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 providedto the Group, details of which are provided in Note 18. Restrictions include dividend caps and performance basedentitlements, where the lender is entitled to an interest payment equivalent to a pre determined percentage ofdividends declared by the subsidiary.


6 INTERESTS IN SUBSIDIARIES (CONT’D)

Details of subsidiaries are as follows:

EFFECTIVE EQUITYHELD BY THE GROUP

COUNTRY OF 2009 2008NAME 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


6 INTERESTS IN SUBSIDIARIES (CONT’D)

EFFECTIVE EQUITYHELD BY THE GROUP

COUNTRY OF 2009 2008NAME 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. areconsidered 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.


7 ASSOCIATES

GROUP COMPANY2009 2008 2009 2008$'000 $'000 $'000 $'000

Investment in associates 6,135 4,415 3,717 1,997Share 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 HELDBY THE GROUP

COUNTRY OF 2009 2008NAME OF ASSOCIATE INCORPORATION % %

iOM Holdings Pte Ltd Singapore 20 20FAMAS Solutions Pte. Ltd. Singapore 49 49Puma Sports Singapore Pte. Ltd. Singapore 40 40Puma Sports Goods Sdn. Bhd. Malaysia 40 40Sephora Singapore Pte. Ltd. Singapore 40 -

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

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

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

ASSOCIATES2009 2008$'000 $'000

Assets and liabilities

Total assets 26,387 14,100Total liabilities (19,132) (8,944)_________________________________________________________________________________________________

7,255 5,156

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––ResultsRevenue 31,903 21,396Loss after taxation (1,536) (782)

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


8 LOAN TO A SUBSIDIARY

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

COMPANY2009 2008

FACE CARRYING FACE CARRYINGVALUE 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 areas follows:

RECOGNISED RECOGNISEDIN INCOME IN INCOME

AT STATEMENT EXCHANGE AT STATEMENT EXCHANGE AT1/4/2007 (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)

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


9 DEFERRED TAX (CONT’D)

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

GROUP COMPANY2009 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:

GROUP2009 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 respectivecountries in which certain subsidiaries operate. Deferred tax assets have not been recognised in respect of theseitems because it is not probable that future taxable profit will be available against which the subsidiaries concernedcan 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 inDecember 2009 and December 2011 respectively.

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

GROUP2009 2008$'000 $'000

Other receivable 12,200 12,200

Unamortised fair value adjustment (566) (845)_________________________________________________________________________________________________

11,634 11,355

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


11 TRADE AND OTHER RECEIVABLES

GROUP COMPANY2009 2008 2009 2008$'000 $'000 $'000 $'000

Trade receivables 27,233 26,818 12 3Allowance for doubtful debts (690) (1,583) - -_________________________________________________________________________________________________

26,543 25,235 12 3Deposits 26,215 24,340 138 149Prepayments 8,519 6,530 25 22Staff advances 549 354 165 217Other receivables 2,082 4,951 38 21Amounts 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 Companyhave 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 repayableon 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 experiencein the collection of accounts receivable falls within the recorded allowances. Due to these factors, managementbelieves that no additional credit risk beyond amounts provided for collection losses is inherent in the Group'strade receivables.

Concentration of credit risk relating to retail customers is limited due to the use of electronic payment networksand 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 COMPANY2009 2008 2009 2008$'000 $'000 $'000 $'000

Wholesale customers 23,834 23,088 - -Retail customers 2,697 2,144 - -Rental customers 12 3 12 3Other receivable 11,634 11,355 - -_________________________________________________________________________________________________

38,177 36,590 12 3

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


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 tradereceivables' 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 FORGROSS DOUBTFUL DEBTS GROSSD OUBTFUL DEBTS

2009 2009 2008 2008$'000 $'000 $'000 $'000

GROUPNot 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 60More than one year 1,406 656 1,847 1,523_________________________________________________________________________________________________

27,233 690 26,818 1,583––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

COMPANYNot past due 12 - 3 -––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––The change in allowance for doubtful debts in respect of trade receivables during the year is as follows:

GROUP2009 2008$'000 $'000

At 1 April 1,583 1,043Allowance recognised 80 652Bad 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 tradereceivables not past due or past due up to 30 days. These receivables are mainly arising by customers that havea good record with the Group.

12 DERIVATIVE FINANCIAL INSTRUMENTSGROUP

2009 2008$'000 $'000

Foreign exchange forward contracts and options 115 26––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––The foreign exchange forward contracts will expire on 19 June 2009.

13 INVENTORIESGROUP

2009 2008$'000 $'000

Inventories 156,456 132,695Goods in transit 4,624 4,524Goods on consignment 6,101 4,448_________________________________________________________________________________________________

167,181 141,667Allowance for inventory obsolescence (5,862) (3,964)_________________________________________________________________________________________________

161,319 137,703–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––


14 OTHER FINANCIAL ASSETGROUP

2009 2008$'000 $'000

Trading equity securities - quoted 37 50––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

15 CASH AND CASH EQUIVALENTSGROUP COMPANY

Note 2009 2008 2009 2008$'000 $'000 $'000 $'000

Fixed deposits with banks 40,642 33,765 17,802 18,716Cash and bank balances 15,139 18,244 1,028 443_________________________________________________________________________________________________

55,781 52,009 18,830 19,159Bank 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 inconsolidated statement ofcash flows 41,530 36,467–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––The effective interest rates per annum at the balance sheet date are as follows:

GROUP COMPANY2009 2008 2009 2008$'000 $'000 $'000 $'000

% % % %Cash and cash equivalents,excluding bank overdrafts 0.1 - 9.0 0.7 - 9.5 0.1 0.7Bank 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 CAPITALCOMPANY

2009 2008Number of Number of

shares shares('000) ('000)

Fully paid ordinary shares, with no par valueAt 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 toone vote per share at meetings of the Company. All shares rank equally with regard to the Company's residualassets.

Capital management

The primary objective of the Group's capital management is to maintain an adequate and efficient capital structureso 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 changeswere made to the objectives, policies or processes of capital management during the years ended 31 March 2009and 31 March 2008.


16 SHARE CAPITAL (CONT’D)

As disclosed in Note 17, a subsidiary of the Group is required by Article 255 of the UAE Commercial CompaniesLaw of 1984 to contribute and maintain a non-distributable statutory reserve fund whose utilisation is subject tocircumstances stipulated in the above-mentioned law. This externally imposed capital requirement has beencomplied 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 requiredunder the legislation of their country of incorporation. The annual appropriation may be discontinued when thereserve reaches 50% of the paid-up capital of the respective subsidiaries. The reserve is not available for distributionexcept as stipulated by the law of their country of incorporation.

Capital reservesGROUP 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 translationof the financial statements of foreign operations whose functional currencies are different from the functionalcurrency of the Company.

18 INTEREST-BEARING LIABILITIES

GROUP COMPANYNote 2009 2008 2009 2008

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

Non-current liabilitiesSecured 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 liabilitiesBank 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

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


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 2008PRINCIPAL INTEREST PAYMENTS PRINCIPAL INTEREST PAYMENTS

$'000 $'000 $'000 $'000 $'000 $'000GROUPRepayable within 1 year 212 25 237 238 42 280Repayable after 1 yearbut within 5 years 155 23 178 253 37 290_________________________________________________________________________________________________

367 48 415 491 79 570––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

COMPANYRepayable within 1 year 29 5 34 29 5 34Repayable after 1 yearbut 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 Groupand the Company are 2.8% - 12.0% (2008: 2.8%-10.4%) and 4.7% (2008: 4.7%) respectively. These leases carryfixed 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 2008INTEREST YEAR OF FACE CARRYING FACE CARRYING

RATE MATURITY VALUE AMOUNT VALUE AMOUNT% $'000 $'000 $'000 $'000

GROUPSecured 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––––––––––––––––––––––––––––––––––––––––––



NOMINAL 2009 2008INTEREST YEAR OF FACE CARRYING FACE CARRYING

RATE MATURITY VALUE AMOUNT VALUE AMOUNT% $'000 $'000 $'000 $'000

GROUPFinance lease liabilities 2.3 - 6.6 2009-2013 415 367 570 491Secured trust receipts 2.3 - 10.0 2009 22,640 22,640 18,556 18,556Unsecured trust receipts 1.8 - 10.3 2009 71,788 71,788 77,598 77,598Bank overdrafts 4.3 - 21.0 2009 13,924 13,924 15,332 15,332

__________________________________________

150,727 150,679 140,516 140,437

––––––––––––––––––––––––––––––––––––––––––COMPANYFinance lease liabilities 4.7 2012 115 98 148 126

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

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

CARRYINGAMOUNT CASH FLOWS

______________________________________ ______________________________________________________

MORECONTRACTUAL WITHIN WITHIN THAN

CASH FLOWS 1 YEAR 1 TO 5 YEARS 5 YEARSGROUP $'000 $'000 $'000 $'0002009

Non-derivative financial liabilitiesVariable 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) -–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––

2008Non-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)–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––



CARRYINGAMOUNT CASH FLOWS

______________________________________ ______________________________________________________

MORECONTRACTUAL WITHIN WITHIN THAN

CASH FLOWS 1 YEAR 1 TO 5 YEARS 5 YEARSCOMPANY $'000 $'000 $'000 $'0002009

Finance lease liabilities 98 (115) (34) (81) -Trade and other payables 1,279 (1,279) (1,279) - -______________________________________ ______________________________________________________

1,377 (1,394) (1,313) (81) -–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––

2008Finance 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 PAYABLESGROUP

2009 2008$'000 $'000

Sundry creditors 3,105 3,275Deferred lease benefits 22 75_________________________________________________________________________________________________

3,127 3,350––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

20 OTHER PROVISIONSGROUP

2009 2008$'000 $'000

Non-currentProvision for reinstatement costs 1,355 1,012––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––CurrentProvision for consignment loss 167 470––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Movements in provisions are as follows:

PROVISION FOR PROVISION FORREINSTATEMENT COSTS CONSIGNMENT LOSS2009 2008 2009 2008$'000 $'000 $'000 $'000

At 1 April 1,012 1,190 470 160Provisions made during the year 536 245 212 574Provisions 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 storesupon termination/non-renewal of leases.


20 OTHER PROVISIONS (CONT’D)

Consignment loss

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

21 TRADE AND OTHER PAYABLES

GROUP COMPANY2009 2008 2009 2008$'000 $'000 $'000 $'000

Trade payables 51,378 51,055 63 162Accruals 26,165 24,545 792 969Deposits received 262 395 125 243Other payables 11,814 12,988 298 159Deferred 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 primaryformat, 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 canbe 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 thebasis of geographical segments, segment revenue is based on geographical location of customers. Segment assetsare based on the geographical location of the assets.


22 SEGMENT REPORTING (CONT’D)

Business SegmentsRETAIL DISTRIBUTION OTHERS ELIMINATIONS TOTAL$'000 $'000 $'000 $'000 $'000

2009Revenue and expensesTotal revenue fromexternal customers 667,795 103,505 1,801 - 773,101Inter-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 1,793Unallocated expenses (38,648)

_________Profit from operations 31,916Net 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 - 307,268Investment in associates 3,089Unallocated assets 85,090

_________Total assets 395,447

–––––––––

Segment liabilities 117,291 27,531 259 - 145,081Unallocated liabilities 107,403

_________Total liabilities 252,484

–––––––––2008Revenue and expensesTotal revenue fromexternal customers 639,589 92,290 2,383 - 734,262Inter-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 11,311Unallocated expenses (37,733)

_________Profit from operations 33,975Net 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

–––––––––



Business SegmentsRETAIL DISTRIBUTION OTHERS ELIMINATIONS TOTAL$'000 $'000 $'000 $'000 $'000

2008Assets and liabilitiesSegment assets 212,085 52,252 14,947 - 279,284Investment in associates 2,087Unallocated assets 96,085

_________

Total assets 377,456–––––––––

Segment liabilities 138,951 26,387 1,150 - 166,488Unallocated liabilities 77,798

_________

Total liabilities 244,286–––––––––

2009Non-cash expensesAmortisation 246 - - - 246Unallocated impairment - - - - 9,997

_________

Total amortisation andimpairment of intangibleassets 10,243

–––––––––Depreciation 21,904 572 205 - 22,681

Unallocated depreciation 1,881_________

Total depreciation 24,562–––––––––

Capital expenditureCapital expenditure 29,989 719 57 - 30,765Unallocated capital expenditure 1,582

_________

Total capital expenditure 32,347–––––––––

2008Non-cash expensesAmortisation 397 - - - 397Unallocated impairment - - - - 11,666

_________

Total amortisation andimpairment of intangibleassets 12,063

–––––––––Depreciation 21,544 434 230 - 22,208Unallocated depreciation 1,865

_________

Total depreciation 24,073–––––––––

Capital expenditure

Capital expenditure 26,777 802 2 - 27,581Unallocated capital expenditure 2,448

_________

Total capital expenditure 30,029–––––––––



Geographical Segments

SOUTH-EAST NORTH SOUTH MIDDLE SOUTHASIA ASIA ASIA EAST PACIFIC TOTAL

$'000 $'000 $'000 $'000 $'000 $'0002009Total revenue fromexternal 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 andimpairment of intangibleassets 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––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

2008Total revenue fromexternal 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 andimpairment of intangibleassets 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 REVENUEGROUP

2009 2008$'000 $'000

Sales of goods 771,986 732,868Rental income 1,115 1,074Others - 320_________________________________________________________________________________________________

773,101 734,262––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

24 FINANCE INCOME AND EXPENSESGROUP

2009 2008$'000 $'000

Interest income: - financial institutions 1,004 574 - financial asset measured at amortised cost 285 272_________________________________________________________________________________________________

1,289 846________________________________________________________________________________________________


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 1,665Bad debts written off (trade) 18 -Bad debts recovered (trade) (6) (4)Fair value change in securities 13 9Exchange loss/(gain), net 378 (2,679)Loss on disposal of property, plant and equipment 456 537Non-audit fees paid to:- auditors of the Company 85 80- other auditors 49 35Operating lease expenses- fixed rent 118,884 115,052- variable rent 9,390 9,382Property, plant and equipment written off 1,456 1,089Provision for consignment losses 212 574Allowance for doubtful debts 85 669Contributions to defined contribution plans 7,327 6,850––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

26 INCOME TAX EXPENSEGROUP

2009 2008$'000 $'000

Current tax expenseCurrent year 7,733 9,599(Over)/Under provision in prior years (739) 85_________________________________________________________________________________________________

6,994 9,684Deferred tax expenseOrigination and reversal of temporary differences (65) 252Reduction in tax rate (7) (13)Under/(Over) provision in prior years 83 (161)_________________________________________________________________________________________________

11 78

_______________________________________________________________________________________________

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


26 INCOME TAX EXPENSE (CONT’D)GROUP

2009 2008$'000 $'000

Reconciliation of effective tax rateProfit for the year 16,446 14,555Total 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 4,377Effect 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 5,934Tax exempt revenue (711) (560)Effects of utilisation of previously unrecognised tax lossesand temporary differences - (210)Tax benefits not recognised 5,573 4,384Overprovision in prior years (656) (76)Tax deducted at source on foreign sourced income 239 349Others (12) (49)_________________________________________________________________________________________________

7,005 9,762––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

27 EARNINGS PER SHAREGROUP

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 sharesWeighted average number of shares outstandingduring 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 hasthe ability, directly or indirectly, to control the party or exercise significant influence over the party in makingfinancial and operating decisions, or vice versa, or where the Group and the party are subject to common controlor 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 thefollowing significant related party transactions entered into at arm's length and on normal commercial terms:

GROUP2009 2008$'000 $'000

Key management remuneration:- short-term employee benefits 4,870 5,447- post-employment benefits 67 61_________________________________________________________________________________________________

4,937 5,508––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––


28 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)

GROUP2009 2008$'000 $'000

AssociatesServices rendered by an associate (415) (474)Services rendered to associates 447 892Sales of fixed assets to associates - 1,490

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

AffiliatesLease of premises from affiliates (4,017) (796)Purchases from affiliates (284) -Sales to affiliates 65 320Sale 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-cancellableoperating leases as follows:

GROUP2009 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 initialperiod of one to five years. The Group may be required to make additional lease payments based on revenueachieved.

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 knownas Wisma Gulab which is occupied by the Company as its headquarters and by certain subsidiaries for its Singaporeand Asia Pacific operations, the Company has entered into an agreement to lease Wisma Gulab for a period of15 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 operatinglease rentals were receivable as follows:

GROUP COMPANY2009 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––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––


29 COMMITMENTS (CONT’D)

(c) At 31 March 2009, the Group has the following capital commitments:

GROUP2009 2008$'000 $'000

Contracted but not provided for 1,174 1,937Approved 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 remaining25% that it did not own. Following the acquisition, Progolf International (L.L.C.) became a wholly owned subsidiaryof the Group.

The effects of the acquisition are as follows:

2009$'000

Carrying amounts and recognised valuesProperty, plant and equipment 194Inventories 1,534Trade and other receivables 669Cash 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 tocreate an acceptable balance between the cost of risks occurring and the cost of managing the risks. Themanagement continually monitors the Group's risk management process to ensure that an appropriate balancebetween risk and control is achieved. Risk management policies and systems are reviewed regularly to reflectchanges in market conditions and the Group's activities.

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

Credit risk

Credit risk is the potential financial loss resulting from failure of a customer or counterparty in settling theirfinancial 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 creditpolicy in place and exposure to credit risk is monitored on an ongoing basis. Refer to Note 11 for additionalinformation. Other financial assets of the Group with exposure to credit risk include cash and fixed deposits thatare placed with financial institutions which are regulated.


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 themanagement to finance the Group's operations and to mitigate the effects of fluctuations in cash flows. Typicallythe Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstancesthat 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 equityprices will affect the Group's income or the value of its holdings of financial instruments. The objective of marketrisk management is to manage and control market risk exposures within acceptable parameters, while optimisingthe 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 primaryobjective of limiting the extent to which net interest expense could be affected from an adverse movement ininterest rates.

Sensitivity analysis

For the variable rate instruments, a change of 100 bp in interest rate at the reporting date would increase(decrease) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particularforeign currency rates, remain constant.

PROFIT OR LOSS100 BP 100 BP

INCREASE DECREASE$'000 $'000

GROUP31 March 2009Variable rate liabilities (505) 505––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––31 March 2008Variable rate liabilities (379) 379––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Foreign currency risk

The Group incurs foreign currency risk mainly on purchases and borrowings that are denominated primarily in Euroand the United States dollar.

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

At 31 March 2009, the Group has outstanding forward exchange and options contracts with notional amountsof approximately $4,341,000 (2008: $2,178,000) and Nil (2008: $Nil) respectively. Based on market forwardrates 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 2008SINGAPORE US SINGAPORE US

DOLLAR DOLLAR EURO DOLLAR DOLLAR EURO$'000 $'000 $'000 $'000 $'000 $'000

GROUPTrade and other receivables 113 408 (409) 1,306 3,720 1Cash and cash equivalents 34 6,728 - - 5,603 -Interest-bearing liabilities (2,248) (6,432) - (1,277) (5,924)Financial derivatives - - 115 - - 26Trade 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)––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––COMPANYCash and cash equivalents - - - - 14 -––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––


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 particularinterest rates, remain constant.

GROUP COMPANYUS DOLLAR EURO US DOLLAR EURO

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

31 March 2009Profit or loss 603 1,454 - -––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––31 March 2008Profit or loss 1,491 1,546 (1) -––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

A 10% weakening of Singapore dollar against the above currencies would have had the equal but opposite effecton 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 characteristicsof the various instruments and include the following:

The following summarises the significant methods and assumptions used in estimating the fair values of financialinstruments 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 otherpayables and current portions of interest-bearing liabilities. The carrying values of these financial instruments arean 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 benchmarkrates for instruments with similar maturity and repricing plus a credit spread. In determining the applicable creditspread, reasonable efforts have been made to determine whether there has been a change in the credit riskassociated with the financial asset or financial liability.

There are no financial instruments measured at fair value using a valuation technique that is not supported byobservable 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) andinterpretations 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


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 March2010. The revised standard requires an entity to present, in a statement of changes in equity, all owner changesin equity. All non-owner changes in equity (i.e. comprehensive income) are required to be presented in one statementof comprehensive income or in two statements (a separate income statement and a statement of comprehensiveincome). Components of comprehensive income are not permitted to be presented in the statement of changesin equity. In addition, a statement of financial position is required at the beginning of the earliest comparativeperiod following a change in accounting policy, the correction of an error or the reclassification of items in thefinancial 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 March2010. FRS 23 (revised 2007) removes the option to expense borrowing costs and requires an entity to capitaliseborrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as partof the cost of that asset.

The amendments to FRS 101 and FRS 27 on the cost of an investment in a subsidiary, jointly controlled entityor 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 entityto recognise all dividend from a subsidiary, jointly controlled entity or associate as income in its separate financialstatements when its right to receive the dividend is established. The application of these amendments is notexpected 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, whilemaintaining control, to be recognised as an equity transaction. When the Group loses control of a subsidiary, anyinterest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profitor loss. The amendments to FRS 27 are not expected to have a significant impact on the Group's financialstatements.

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

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


Supplementary information(SGX Listing Manual disclosure requirements)

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

NO. OF DIRECTORS2009 2008

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

6 7––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

2 Interested person transactions

AGGREGATE VALUE OFALL INTERESTED PERSON

TRANSACTIONS DURING THEFINANCIAL YEAR UNDER

REVIEW (EXCLUDINGTRANSACTIONS LESS THAN

$100,000 ANDTRANSACTIONS CONDUCTED

UNDER SHAREHOLDERS'MANDATE PURSUANT

TO RULE 920)

AGGREGATE VALUE OF ALLINTERESTED PERSON

TRANSACTIONSCONDUCTED UNDER

SHAREHOLDERS'MANDATE PURSUANT TO

RULE 920 (EXCLUDINGTRANSACTIONS LESS

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 482Emaar Properties PJSC - - 3,882 735Aryan 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.


STATISTICS OF SHAREHOLDINGS AS AT 22 JUNE 2009

Number of shares : 352,615,479 ordinary sharesIssued & Fully Paid-up capital : S$100,259,677.94Class of Shares : Ordinary shares each fully paid upVoting Rights : 1 vote per ordinary share

ANALYSIS OF SHAREHOLDINGSSIZE OF NO. OF % OF NO. OF % OF ISSUEDSHAREHOLDINGS SHAREHOLDERS SHAREHOLDERS SHARES SHARE CAPITAL _________________________________________________________________________________________________1 to 999 2,189 94.23 99,656 0.031,000 to 10,000 108 4.65 286,530 0.0810,001 to 1,000,000 18 0.78 1,555,278 0.441,000,001 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 iscomplied with.

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

1 DB NOMINEES (S) PTE LTD 216,169,245 61.302 FALCON INVESTMENT (FZC) 70,048,133 19.873 BUKHARY EQUITY SDN BHD 30,620,044 8.684 ABDULAZIZ H.A.Y. AL ROUMI 11,000,000 3.125 TARIQ AHMAD ABDULRAHIM BAKER 10,500,000 2.986 DBS VICKERS SECS (S) PTE LTD 6,522,159 1.857 TRANS WORLD INVESTMENTS LLC 3,834,935 1.098 ETJAR INVESTMENT LLC 1,979,499 0.569 CITIBANK NOMS S'PORE PTE LTD 300,000 0.0910 PT. SHOWPLA INDO 295,900 0.0811 QIAN HUI MANUFACTURING (S) PTE LTD 240,900 0.0712 ICICI LIMITED 237,600 0.0713 STATE BANK OF INDIA 132,000 0.0414 PHILLIP SECURITIES PTE LTD 107,179 0.0315 ITOCHU (THAILAND) LTD 54,000 0.0216 PT BANK DAI-ICHI KANGYO INDONESIA 41,800 0.0117 ASAHI CHEMICAL INDUSTRY CO. LTD 36,259 0.0118 JENNY PRAWESTI 20,000 0.0119 ITOCHU CORPORATION 14,503 0.0020 CHUNG LEE PING 11,000 0.0021 HEMLATA PATHELA 11,000 0.0022 KIEW HWEE CHING 11,000 0.0023 TAN ENG KIAT 11,000 0.0024 SHOWPLA HONG KONG LTD 11,000 0.00––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––TOTAL 352,209,156 99.88––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––


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

SHAREHOLDING SHAREHOLDINGSHAREHOLDING HELD BY THE IN WHICH THEREGISTERED IN SUBSTANTIAL SUBSTANTIAL

THE NAME OF SHAREHOLDERS SHAREHOLDERS PERCENTAGESUBSTANTIAL THE SUBSTANTIAL IN THE NAME OF ARE DEEMED TO OF ISSUEDSHAREHOLDERS 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 PropertyHoldings Limited - - 216,169,245 216,169,245 61.30%

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

DB Trustees(Hong Kong) Limitedand 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 AliRashed 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%


14 July 2009

BOARD OF DIRECTORS REGISTERED OFFICE:Mohamed Ali Rashed Alabbar (Non-Executive Chairman) 190 MacPherson RoadVinod Kumar Gomber (Executive Director) #07-08 Wisma GulabShravan Gupta (Non-Executive Director) Singapore 348548Basil 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. BACKGROUNDWe refer to (a) the Notice of Annual General Meeting of RSH Limited (the "Company") dated 14 July 2009(the "Notice") accompanying the Annual Report for the financial year ended 31 March 2009, convening theThirty-First Annual General Meeting ("AGM") of the Company to be held on 30 July 2009, and (b) OrdinaryResolution 6 under the heading "Special Business" set out in the notice.

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

3. PROPOSED RENEWAL OF THE SHAREHOLDERS’ MANDATEThe 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 thatthe Shareholders' Mandate be renewed at the Thirty-First AGM, to continue in force until the Thirty-Second AGMof the Company.

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

4. DETAILS OF THE SHAREHOLDERS’ MANDATEDetails of the Shareholders' Mandate, including the rationale for, and the benefits to, the Company, the reviewprocedures for determining transaction prices with interested persons and other general information relating toChapter 9 of the Listing Manual, are set out in the Appendix to this Letter.


5. AUDIT COMMITTEE STATEMENTThe 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 andits minority Shareholders.

(c) The Company will obtain a fresh mandate from the shareholders if the methods or procedures for determiningtransaction prices referred to in paragraph 5(a) above become inappropriate.

6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTSThe interests of the Directors and substantial shareholders in the Company's shares as at 22 June 2009, beingthe latest practicable date prior to the printing of this Letter were as follows:-

DIRECT INTEREST DEEMED INTERESTNAME OF DIRECTORS NO. OF SHARES % (1) NO. OF SHARES % (1)

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

Shravan Gupta - - 216,169,245 (2) 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 hisinterest in MGF Retail, which is deemed to have an interest in Golden Focus Pte. Ltd., which in turn is deemed to have an interestin Golden Ace Pte. Ltd.

DIRECT INTEREST DEEMED INTERESTSUBSTANTIAL SHAREHOLDER NO. OF SHARES % (1) NO. OF SHARES % (1)

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

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

Golden Ace Pte. Ltd. - - 216,169,245 (2) 61.30

Golden Focus Pte. Ltd. - - 216,169,245 (3) 61.30

Emaar Retail LLC - - 216,169,245 (4) 61.30

MGF Retail Private Limited - - 216,169,245 (5) 61.30

Emaar Malls Group LLC - - 216,169,245 (6) 61.30

Shravan Gupta - - 216,169,245 (7) 61.30

Emaar Properties PJSC - - 216,169,245 (8) 61.30

DB Trustees (Hong Kong) Limitedand Deutsche Bank AG - - 216,169,245 (9) 61.30

Standard Chartered Bank - - 216,169,245 (10) 61.30

Emirates Property Holdings Limited - - 216,169,245 (11) 61.30

Emaar Investment Holding LLC - - 216,169,245 (12) 61.30

H.E. Mohamed Ali Rashed Alabbar - - 70,048,133 (13) 61.30


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) inrespect of interest or principals, by payment to SCB of an investment amount equal to the purchase price paid by SCB for the acquisition andsome 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 underSection 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 VOTINGH.E. Mohamed Ali Rashed Alabbar, Mr Shravan Gupta, Mr Vinod Kumar Gomber, Emaar Properties and itssubsidiaries and MGF Retail and its subsidiaries, being Interested Persons (as described in paragraph 5 of theAppendix to this Letter) will abstain from voting, and will procure that their respective associates will also abstainfrom voting, their shareholdings, if any, in respect of Ordinary Resolution 6 relating to the proposed renewal ofthe Shareholders' Mandate at the forthcoming AGM. H.E. Mohamed Ali Rashed Alabbar, Mr Shravan Gupta, MrVinod Kumar Gomber, Emaar Properties and its subsidiaries and MGF Retail and its subsidiaries and their respectiveassociates, will also not accept appointment as proxies, corporate representatives or attorneys for any Shareholderto vote in respect of Ordinary Resolution 6 relating to the proposed renewal of the Shareholders' Mandate atthe forthcoming AGM unless the Shareholder concerned indicates clearly how his votes are to be cast in respectof Ordinary Resolution 6.

8. DIRECTORS' RECOMMENDATIONThe 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 areof the view that it would be beneficial to and in the interests of the Company that it, its subsidiaries and associatedcompanies be permitted to have the flexibility to enter into the types of transactions (as described in paragraph6 of the Appendix to this Letter) in their ordinary course of business with the classes of Interested Persons (asdescribed in paragraph 5 of the Appendix to this Letter). Accordingly, the Independent Directors recommend thatShareholders vote in favour of the Ordinary Resolution relating to the proposed renewal of the Shareholders'Mandate to be proposed at the forthcoming AGM.

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

10. ADVICE TO SHAREHOLDERSShareholders who are in doubt as to the course of action they should take should consult their stockbroker, bankmanager, solicitor, accountant or other professional adviser immediately.

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

Yours faithfullyFor and on Behalf of RSH Limited

H.E. Mohamed Ali Rashed AlabbarChairman


THE APPENDIXRENEWAL 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 associatedcompanies that are considered to be at-risk, with the listed company's interested persons. The purpose is to guardagainst the risk that interested persons could influence the listed company, its subsidiaries or associated companiesto enter into transactions with interested persons that may adversely affect the interests of the listed companyor its shareholders.

1.2 Except for certain transactions which, by reason of the nature of such transactions, are not considered to putthe listed company at risk to its interested person and hence are excluded from the ambit of Chapter 9 of theListing Manual, an immediate announcement, or an immediate announcement and shareholders' approval, wouldbe required in respect of the transaction if the value of that transaction alone or on aggregation with othertransactions 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 consolidatednet tangible assets ("NTA")) set out in the Listing Manual. In particular, shareholders' approval is required for aninterested 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 enteredinto with the same interested person (as such term is construed under Chapter 9 of the Listing Manual) duringthe same financial year.

1.3 Based on the latest audited consolidated accounts of RSH Limited (the "Company") and its subsidiaries (the "RSHGroup") 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 financialyear and until such time as the audited consolidated accounts of the RSH Group for the financial year ending 31March 2010 are published, Shareholders' approval would be required where the transaction is of a value equalto, 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 forrecurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations, but not inrespect 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 itsinterested 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 areheld by the listed company or group;

(c) "control" means the capacity to dominate decision-making, directly or indirectly, in relation to the financialand operating policies of a company;

(d) an "approved exchange'' means a stock exchange that has rules which safeguard the interests of shareholdersagainst 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 beneficiary or, in the case of adiscretionary trust, is a discretionary object; and


(3) any company in which he and his immediate family together (directly or indirectly) have an interest of30% or more; and

(ii) in relation to a substantial shareholder or controlling shareholder (being a company), any other companywhich is its subsidiary or holding company or is a subsidiary of such holding company or one in the equityof which it and/or other company or companies taken together (directly or indirectly) have an interest of30% 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 thosenecessary 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 courseof 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 operationsof the RSH Group's businesses, the directors of the Company (the "Directors") are seeking the approval of Shareholderspursuant to Chapter 9 of the Listing Manual for the proposed renewal of the Shareholders' Mandate, provided thatsuch transactions are carried out on normal commercial terms, and are not prejudicial to the interests of the Companyand 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, sports, golfing and fashionproducts as well as the leasing of premises in the ordinary course of business of the RSH Group to or from companieswithin the RSH Group.

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

Transactions with Interested Persons which do not come within the ambit of the Shareholders' Mandate (includingany subsequent renewal thereof) will be subject to the relevant provisions of Chapter 9 of the Listing Manualand/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 willenhance the ability of companies in the RSH Group to pursue business opportunities which are time-sensitive innature, and will eliminate the need for the Company to announce, or to announce and convene separate generalmeetings from time to time to seek the prior approval of Shareholders, as and when potential Interested PersonTransactions with a specific class of Interested Persons arises. This will reduce expenses associated with theconvening of general meetings on an ad-hoc basis, improve administrative efficiency considerably and allowmanpower 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 Groupthat are transacted from time to time with the specified classes of Interested Persons, provided that they arecarried out on normal commercial terms, and are not prejudicial to the interests of the Company and its minorityShareholders. The RSH Group will benefit from having access to competitive quotes from, or transacting with, itsInterested Persons in addition to obtaining quotes from, or transacting with, non-Interested Persons. It will alsoenhance the ability of the RSH Group to utilise the resources owned by certain of its Interested Persons whichwill 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 associatedcompanies (collectively, the "MGF Group");

c) H.E. Mohamed Ali Rashed Alabbar and his associates;


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

Transactions with interested persons (including the Interested Persons) that do not fall within the ambit of theShareholders' Mandate will be subject to the relevant provisions of Chapter 9 of the Listing Manual and/or otherapplicable 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' Mandateare as follows:-

(a) the sale and purchase of products (including, without limitation, footwear, apparel, sports, golfing and fashionproducts) 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 carriedout on normal commercial terms and will not be prejudicial to the interests of the Company and its minorityShareholders. 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) toInterested Persons are to be carried out on terms which are no more favourable to the Interested Person thanthose extended to unrelated third parties. In this regard, the terms of at least two other transactions withunrelated 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 therecommended 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 aremaintained.

Where it is not possible to compare against the terms of other transactions with unrelated third parties giventhat the product may be sold only to an Interested Person, the RSH Group's pricing for such products to besold to Interested Persons will be determined by the RSH Group C.E.O. or the chief financial officer, financialcontroller or equivalent of the relevant company in the RSH Group, who has no interest in the Interested PersonTransaction, in accordance with the RSH Group's usual business practices and policies and consistent withthe gross margins to be obtained by the RSH Group for transactions between the RSH Group and unrelatedthird parties. In determining the transaction price payable by Interested Persons for such products, factorssuch 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 quantitiesand/or quality of products, prior to the entry into of the transaction with the Interested Person, as a basisfor comparison to determine whether the price and terms offered by the Interested Person are comparable tothose offered by unrelated third parties for the same or substantially similar type of products. Where suchquotations are not possible or available, the terms may be compared with similar transactions contracted withunrelated third parties. In determining whether the price and terms offered by the Interested Person arecomparable, 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 intoaccount.

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


(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 anyrenewal of lease agreements, the senior finance officer of the relevant company in the RSH Group will reviewthe rental rates, the revision of rental rates, or the revised terms upon which the lease agreements are to beentered or renewed (as the case may be) on normal commercial terms. This will be done by comparing itsrental 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 thirdparties), the RSH Group C.E.O. or the chief financial officer, financial controller or equivalent of the relevantcompany in the RSH Group, who has no interest in the Interested Person Transaction, will determine whetherthe price and terms offered by the Interested Person are fair and reasonable. The terms of the lease will bein accordance with applicable industry norms, prevailing rates and at rates no less favourable than thosecharged by the Interested Person to an unrelated third party. In determining this, factors such as, but notlimited to, location of the premises, the rental rates of comparable premises or nature and reputation of thetransacting 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 intoby 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 theaudited 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 RSHGroup'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 toS$500,000 in value are to be approved by the RSH Group C.E.O. or the chief financial officer, financial controlleror 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 approvedby a Director (who shall not have an interest, direct or indirect, in such IPT, prior to the RSH Group's entryinto such transaction).

In addition to and without prejudice to the above, where the aggregate value of all Category 2 InterestedPerson Transactions with the same Interested Person (as defined in Rule 908 of the Listing Manual) in thecurrent 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 Category 2 Interested Person Transactions with that same Interested Person (sodefined) 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 incorporatean audit of Interested Person Transactions entered into pursuant to the General Mandate to ensure that the relevantapprovals 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 thatthe 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 anddetermining the sufficiency of the review procedures to ensure that Interested Person Transactions will be onnormal 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 deemappropriate.


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

The Audit Committee will only approve or ratify an Interested Person Transaction if the terms of the transactionare no more favorable than the terms extended to unrelated third parties, or are in accordance with published orprevailing market rates/prices or are otherwise in accordance with prevailing industry norms. Any member of theAudit Committee may, as he deems fit, request for additional information pertaining to the transaction under reviewfrom 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 theAudit Committee, he will abstain from any decision making in respect of that transaction and the review andapproval 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 theOrdinary Resolution relating thereto at the AGM, and will (unless revoked or varied by the Company in generalmeeting) continue in force until the next AGM of the Company. Approval from Shareholders will be sought for therenewal of the Shareholders' Mandate at the next AGM and at each subsequent AGM of the Company, subjectto 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 toensure that the Interested Person Transactions are transacted on normal commercial terms and will be prejudicialto the interests of the Company and its minority Shareholders, the Company will seek a fresh Shareholders' Mandatefrom 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 Transactionsconducted with Interested Persons pursuant to the Shareholders' Mandate during the financial year, and in theAnnual Reports for subsequent financial years that the Shareholders' Mandate continues in force, in accordancewith the requirements of Chapter 9 of the Listing Manual.

The Company will also announce the aggregate value of transactions conducted with Interested Persons pursuantto the Shareholders' Mandate for the financial periods that it is required to report on pursuant to the ListingManual (which relates to quarterly reporting by listed companies) within the time required for the announcementof 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 areof the view that it would be beneficial to and in the interests of the Company that it, its subsidiaries and associatedcompanies be permitted to have the flexibility to enter into the types of transactions (as described in paragraph6 of the Appendix to this Letter) in their ordinary course of business with the classes of Interested Persons (asdescribed in paragraph 5 of the Appendix to this Letter). Accordingly, the Independent Directors recommend thatShareholders vote in favour of the Ordinary Resolution relating to the proposed renewal of the Shareholders'Mandate to be proposed at the forthcoming AGM.


NOTICE OF THIRTY-FIRST ANNUAL GENERAL MEETING

RSH LIMITED(Incorporated in the Republic of Singapore)

Company Registration No. 197702094HRegistered 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 MacPhersonRoad #09-00, VK's Club, Wisma Gulab, Singapore 348548 on 30 July 2009 at 11.00 a.m. to transact the followingbusiness: -

AS ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements for the financial year ended 31 March 2009 together withthe 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 Committeeand a member of both the Audit Committee and Remuneration Committee. He will be considered independent forthe 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 theCompany. (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 ExchangeSecurities Trading Limited, for the Company and its subsidiaries or any of them to enter into any of thetransactions falling within the types of the interested person transactions as set out in the Appendix to theAnnual Report of the Company (the "Appendix"), with any party who is of the classes of interested personsdescribed in the Appendix, provided such transactions are made on normal commercial terms and are notprejudicial to the interest of the Company and its minority shareholders, and are in accordance with thereview 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 thenext Annual General Meeting of the Company; and


(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 considerexpedient 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 LOWCOMPANY 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 attendand 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 itssubsidiaries or any of them to enter into certain interested person transactions with persons who are considered "interestedpersons" (as defined in Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited).


PROXY FORMTHIRTY-FIRST ANNUAL GENERAL MEETINGRSH LIMITED(Incorporated in the Republic of Singapore)Company Registration No. 197702094H

Dated this _____________ day of __________________ 2009.

IMPORTANT1 This report is also forwarded to investors who have used their CPF

monies to buy shares in RSH Limited at the request of their CPFApproved Nominees, and is sent solely FOR INFORMATION ONLY.

2 This Proxy Form is, therefore, not valid for use by CPF Investorsand shall be ineffective for all intents and purposes if used orpurported 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 theThirty-First Annual General Meeting of the Company to be held at 190 MacPherson Road #09-00, VK's Club, Wisma Gulab, Singapore348548 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 againstthe resolutions to be proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxieswill 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 theNo. Ordinary Resolutions show of hands event of a poll

For* Against* For** Against**

1. To receive and adopt the Audited Financial Statements for thefinancial year ended 31 March 2009 together with the reports ofthe Directors and the Auditors thereon.

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

3. To re-elect Mr. Lew Syn Pau, a Director retiring under Article 95 ofthe Articles of Association of the Company.

4. To re-elect Mr. Vinod Kumar Gomber, a Director retiring under Article95 of the Articles of Association of the Company.

5 To re-appoint KPMG LLP as Auditors and to authorise the Directorsto 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.

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 CompaniesAct, 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 youhave 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 amember 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 notless 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 tobe 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 proxyor 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 notariallycertified 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 proxymay 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 notascertainable 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 Companymay 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 beforethe time appointed for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.

Total Number ofShares Held

IMPORTANT PLEASE READ NOTES BELOWNotes

________________________________________

Signature(s) of Member(s)/ Common Seal


PROXY FORM

FOLD THIS FLAP FOR SEALING

2ND FOLD HERE

1ST FOLD HERE

Please Affix

Postage

Here

The Company Secretary

RSH Limited190 MacPherson Road

#07-08 Wisma Gulab

Singapore 348548

CONTENTS

001 Company Overview • 002 Letter to Our Shareholders • 006 Board of Directors • 010 Principal Officers014 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

A N N U A L R E P O R T 2 0 0 9

annual report 2009 rsh limited - national university...

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