Board of Relaxo Footwear approves setting up joint venture in Kenya

The board of directors of Relaxo Footwear at its meeting held on 13 November 2026, has approved the proposal for setting up a joint venture with the Kenafric Group through Relaxo Kenafric Footwears (RKFL), a company incorporated under the laws of Kenya, for undertaking the business of manufacturing, marketing, sale and distribution of footwear products in Kenya and such other agreed territories as contemplated under the definitive agreements.

The board has approved the execution of the following definitive agreements:

1. Share Subscription and Shareholders Agreement (SSHA): To be entered into amongst the Company, Zarrar Holding Limited, Chehar Bharatkumar Shah and Mikul Nilesh Shah (collectively referred to as the Kenafric Group) and RKFL, setting out the terms of the joint venture, including the subscription to equity shares of RKFL, proposed shareholding structure, management and governance arrangements and respective rights and obligations of the shareholders. Pursuant thereto, the Company proposes to subscribe to equity shares of RKFL for a cash consideration of up to Rs 35.70 crore, representing 51% of its issued and paid-up share capital on completion, while the Kenafric Group will collectively subscribe to equity shares representing the remaining 49% of its share capital. Upon completion of the transactions contemplated under the SSHA, RKFL will become a subsidiary of the Company.

2. Asset Transfer Agreement (ATA): To be entered into amongst the Company, Kenafric Manufacturing (KML) and RKFL, pursuant to which the Company proposes to transfer certain identified movable assets, including plant, machinery, equipment and tools, and assign/novate identified customer and supplier contracts relating to its footwear business to RKFL, against cash consideration payable by RKFL to the Company, in accordance with the terms of the agreement.

3. Intellectual Property Licensing Agreement (IP Licensing Agreement) and other ancillary agreements: To be entered into amongst the Company and RKFL, pursuant to which, the Company proposes to license the use of certain specified trademarks owned by it. in relation to the footwear business to RKFL for cash consideration. The Board has also approved the execution of any such other agreements that may be required to complete and give effect to the transaction.

4. Business and Asset Transfer Agreement (KML BATA): To be entered into amongst KML, the Company and RKFL, pursuant to which KML shall transfer its footwear business to RKFL as a going concern, on a cash-free and debt-free basis. The Company is a party to the KML BATA, inter alia, for the limited purpose of verifying the assets being transferred and exercising certain review, consent and termination rights.

The proposed transactions form part of an integrated joint venture arrangement and are subject to the fulfilment of applicable conditions precedent, including receipt of requisite regulatory approvals and third-party consents, wherever applicable, and compliance with the applicable overseas investment framework.