Summary of Key Information:

Reporting Period (Quarter/Year): Not Applicable

Nature of Filing / Announcement: Disclosure under Regulation 30 of SEBI Listing Regulations - Joint Venture Formation

Corporate Actions:

The Board approved the establishment of a joint venture through Relaxo Kenafric Footwears Limited (RKFL), a Kenyan company incorporated on May 26, 2026 (Company Registration No. PVT-PQ1A3YDV).

  • The Company will subscribe to a 51% stake in RKFL for a cash consideration of up to ₹35.70 Crore (Rupees Thirty-Five Crore and Seventy Lakhs Only)
  • The Kenafric Group (Zarrar Holding Limited, Chehar Bharatkumar Shah, and Mikul Nilesh Shah) will collectively hold the remaining 49%
  • Upon completion, RKFL will become a subsidiary of Relaxo Footwears Limited

Definitive Agreements Approved:

1. Share Subscription and Shareholders Agreement (SSHA):

  • Among Relaxo Footwears Limited, Kenafric Group, and RKFL
  • Outlines joint venture terms, shareholding structure, management, governance, and shareholder rights/obligations

2. Asset Transfer Agreement (ATA):

  • Among Relaxo Footwears Limited, Kenafric Manufacturing Limited (KML), and RKFL
  • Company will transfer identified movable assets (plant, machinery, equipment, tools) to RKFL
  • Assignment/novation of identified customer and supplier contracts to RKFL
  • Against cash consideration payable by RKFL to the Company

3. Intellectual Property Licensing Agreement:

  • Between Relaxo Footwears Limited and RKFL
  • Company will license specified trademarks to RKFL for cash consideration

4. Business and Asset Transfer Agreement (KML BATA):

  • Among KML, Relaxo Footwears Limited, and RKFL
  • KML will transfer its footwear business to RKFL as a going concern on a cash-free and debt-free basis
  • Company is party for verification of assets and exercise of review, consent, and termination rights

Strategic Rationale and Business Impact:

  • Aligns with Company's strategic objective of expanding international footprint and strengthening African market presence
  • Combines KML's existing footwear manufacturing business with Company's brand, know-how, and contract portfolio
  • Establishes local platform for manufacturing, marketing, sale, and distribution of footwear products in Kenya
  • Business includes EVA, rubber slippers, sheets and PVC-DIP products (sandals, school shoes, gumboots)
  • Primary operational territory: Kenya, with potential expansion to other agreed territories

Transaction Timeline:

  • Expected completion within 60-90 days from execution of definitive agreements
  • Long stop date: Within 6 months from SSHA execution date
  • Subject to fulfilment of conditions precedent and transaction document requirements

Management and Control:

  • The proposed transaction will not impact management and control of Relaxo Footwears Limited
  • Will not create any restriction on the Company