A Strategic Franchise Partnership Opportunity

1. An Opportunity to Build the Future of Career Education in Jagatpura

Dear Mr. Rajesh Meena,

Greetings from SkillCircle!

We are delighted to present this Letter of Intent for establishing a SkillCircle Franchise Campus in Jagatpura, Jaipur, through a strategic franchise partnership with you.

Jagatpura presents an attractive location for a career-focused education campus, with its residential communities, educational institutions, student population and connectivity to other developing areas of Jaipur.

The proposed campus would aim to serve students, graduates, working professionals and institutional clients seeking practical training in Digital Marketing, Artificial Intelligence, Data Analytics, Data Science and emerging technologies.

Our vision is to develop SkillCircle Jagatpura into a recognised professional skilling destination, combining local market development with SkillCircle's academic and operational ecosystem.

This partnership brings together three complementary business opportunities:

• B2C Career Education: Industry-oriented programs for students, graduates, career switchers and working professionals.
• B2B Institutional Training: College partnerships, seminars, certification programs and skill development workshops.
• Corporate Learning Solutions: AI training, professional upskilling and customised corporate learning programs.

Through these channels, the proposed campus can pursue multiple sources of admissions and training revenue rather than relying exclusively on classroom enrolments.

SkillCircle intends to support the venture through its academic frameworks, marketing expertise, technology infrastructure, business development systems and operational processes.

2. Franchise Partnership – Commercial Terms & Business Rights

2.1 Franchise Commercial Terms

The initial booking amount shall be adjusted against the total franchise fee.

The exact campus premises, operating territory, royalty commencement date and other operational conditions shall be mutually finalised in the definitive Franchise Agreement.

2.2 Location & Territory Development Rights

The proposed franchise shall be focused on establishing and operating a SkillCircle campus in Jagatpura, Jaipur.

The franchise partner may develop approved student admissions, college partnerships, institutional training and corporate learning opportunities within the designated operating territory.

Scope of Proposed Rights

• Establish and operate the approved SkillCircle campus in Jagatpura.
• Promote and sell authorised SkillCircle courses within the approved territory.
• Conduct local marketing, counselling, admissions and student acquisition activities.
• Develop partnerships with colleges, universities and corporate organisations.
• Conduct approved seminars, workshops and career development events.
• Use authorised SkillCircle branding and academic materials.

The final territorial boundaries, exclusivity arrangements, existing SkillCircle franchise rights in Jaipur and any applicable restrictions shall be confirmed in writing before execution of the definitive Franchise Agreement.

2.3 Authorised Course Portfolio – B2C Selling Rights

The proposed SkillCircle Jagatpura Campus shall have access to approved career-oriented programs across three academic schools.

Scope of B2C Selling Rights

The franchise partner shall be authorised to:

1. Promote and sell approved SkillCircle programs through the Jagatpura campus.
2. Conduct student counselling, career guidance and admission-related activities.
3. Generate admissions through digital marketing, walk-ins, referrals, educational events and other approved channels.
4. Use authorised SkillCircle course brochures, branding, academic content and marketing material.
5. Offer classroom, hybrid or online enrolment options, subject to SkillCircle's approved delivery arrangements.
6. Participate in approved scholarship, promotional and student acquisition campaigns.

All programs shall be marketed and delivered in accordance with SkillCircle's approved academic, pricing, admissions and brand guidelines.

2.4 Institutional & Corporate Business Rights – B2B

An Opportunity to Build Business Beyond Individual Admissions

In addition to B2C enrolments, the franchise partner shall have the right to market, promote and sell SkillCircle's approved educational and professional training solutions to colleges, universities, educational institutions, companies and corporate organisations.

A. College & University Partnerships

• Digital Marketing, Data Analytics, Data Science and Artificial Intelligence training programs.
• Short-term certification and skill development programs.
• Faculty development programs and student workshops.
• Summer and winter training programs.
• Career readiness and employability programs.
• Campus seminars, masterclasses and awareness workshops.
• Institutional training and bulk student enrolment programs.

B. Corporate Training & Professional Development

• Corporate Digital Marketing and AI training.
• Data Analytics and Data Science upskilling programs.
• AI productivity and automation workshops.
• Employee skill development programs.
• Customised corporate training solutions.
• Professional certification workshops and executive learning sessions.

C. Commercial Selling Rights

The franchise partner shall be authorised to:

1. Approach colleges, universities, educational institutions and corporate organisations within the approved territory.
2. Generate B2B leads and develop institutional relationships.
3. Promote and sell SkillCircle-branded seminars, workshops, certification programs and institutional training packages.
4. Organise approved seminars, awareness sessions, career workshops and promotional activities.
5. Coordinate with SkillCircle's central academic and business development teams for proposals, trainer deployment, certifications and delivery.
6. Earn revenue from approved B2B training engagements, subject to the applicable commercial and royalty structure.

Conditions Governing B2B Rights

• All engagements shall comply with SkillCircle's branding, pricing, academic and quality guidelines.
• Customised training proposals, institutional MoUs and corporate contracts shall require SkillCircle's approval before execution.
• No unauthorised placement, salary, certification or institutional affiliation commitments may be made.
• B2B revenue shall be subject to the agreed commercial and royalty structure.
• Opportunities outside the approved territory shall require prior written approval from SkillCircle.

2.5 Additional Program Rights

SkillCircle may introduce new programs, certifications, workshops and professional training solutions during the franchise tenure.

The franchise partner may be authorised to sell such additional programs upon written approval from SkillCircle, subject to applicable academic, infrastructure, operational and commercial requirements.

3. Revenue Sharing & Royalty Structure

A Revenue-Linked Commercial Framework

The proposed royalty structure shall be linked to monthly campus revenue.

Special Franchise Benefit – First 3 Months Royalty-Free

To support the campus during its initial establishment and market-entry phase, SkillCircle shall provide a complete royalty waiver for the first three months, commencing from the official campus launch date.

Royalty Waiver Conditions

• The waiver shall commence only from the official campus launch date, mutually confirmed in writing by both parties.
• The waiver shall not commence from the LOI signing date, Franchise Agreement execution date or franchise fee payment date.
• No fixed or percentage-based royalty shall be payable during the three-month waiver period.
• The agreed royalty structure shall become applicable after completion of the waiver period.

Royalty Calculation Conditions

• Revenue slabs shall be determined using GST-inclusive monthly campus revenue.
• Percentage-based royalty shall be calculated on total GST-inclusive monthly revenue at the applicable slab rate.
• The fixed royalty of ₹50,000 shall apply when monthly revenue is below ₹5 lakhs.
• Royalty shall be calculated monthly.
• Payment timelines, reconciliation procedures and other conditions shall be defined in the Franchise Agreement.

4. Jagatpura-Specific Business Growth Opportunities

One Campus. Multiple Student & Institutional Markets.

The proposed SkillCircle Jagatpura Campus can develop its business through several complementary channels.

A. Local Student & Graduate Market

Jagatpura's educational and residential environment creates an opportunity to engage students and graduates interested in practical, career-oriented training.

The campus may focus on Digital Marketing, Data Analytics, Data Science and AI programs suited to learners from both technical and non-technical backgrounds.

B. College & University Partnerships

The campus may develop institutional outreach across Jagatpura and other approved parts of Jaipur.

Potential initiatives include:

• College-based AI and Digital Marketing seminars.
• Short-term certification workshops.
• Employability and career-readiness programs.
• Summer and winter training.
• Faculty development sessions.
• Institutional training collaborations.

C. Working Professionals & Career Switchers

Flexible learning options may help the campus engage professionals seeking to develop new skills or transition into emerging career fields.

D. Corporate Training & AI Upskilling

The franchise may pursue approved corporate training engagements involving AI productivity, Digital Marketing, Data Analytics and other professional skills.

E. Seminars, Masterclasses & Community Events

Local seminars and workshops may help strengthen brand awareness, develop institutional relationships and generate interest in SkillCircle programs.

F. Online & Hybrid Enrolments

Approved online and hybrid programs may enable the campus to serve learners requiring greater scheduling flexibility.

These opportunities are intended to support diversified business development. Actual demand, admissions and revenue will depend on local market conditions and franchise execution.

5. SkillCircle's Franchise Support Ecosystem

Build Locally. Leverage SkillCircle's Established Systems.

SkillCircle intends to provide structured franchise support covering brand development, academic operations, admissions, technology and institutional business development.

A. Brand & Campus Development

• Authorised use of SkillCircle branding and approved marketing assets.
• Campus layout, infrastructure and branding guidelines.
• Pre-launch planning and operational readiness support.

B. Academic & Faculty Support

• Access to approved curriculum and academic frameworks.
• Faculty recruitment and onboarding guidance.
• Academic delivery standards and quality monitoring.
• Learning resources and student assessment frameworks.

C. Marketing & Admissions Support

• Guidance on local digital marketing and lead-generation strategy.
• Counselling training and admissions conversion processes.
• Approved campaign creatives and marketing materials.
• Assistance in institutional outreach planning.

D. Technology & Operations

• Access to applicable CRM/LMS systems under agreed commercial and technical terms.
• Student admissions and reporting procedures.
• Operational SOPs and compliance guidelines.
• Periodic business performance reviews.

E. Institutional & Corporate Business Development

• Guidance on college and university partnerships.
• Assistance with corporate training opportunities.
• Coordination for approved academic proposals, workshops and institutional training delivery.
• Support in developing local brand visibility.

Specific service levels, technology charges, marketing expenditure commitments and other support responsibilities shall be detailed in the definitive Franchise Agreement.

6. Student Placement Assistance & Job Guarantee Framework

Career Outcomes as a Core Academic Priority

SkillCircle recognises the importance of career readiness and employability support for learners enrolling in professional training programs.

The proposed Jagatpura campus shall follow SkillCircle's approved placement assistance and career development policies.

A. Placement Assistance

Subject to program eligibility and applicable student agreements, support may include:

• Resume and LinkedIn profile development guidance.
• Interview preparation and mock interviews.
• Career counselling and job-readiness workshops.
• Communication and professional development guidance.
• Sharing of relevant employment opportunities.
• Coordination with SkillCircle's placement and hiring partner network, where applicable.

B. Job Guarantee Programs

Where SkillCircle offers a specific program with a written job guarantee, such commitments shall apply only to eligible students under the conditions of the relevant approved student agreement.

Such agreements shall specify eligibility, attendance, academic performance, assessments, placement participation, applicable timelines and contractual obligations.

C. Franchise Partner Responsibilities

The franchise partner shall ensure that:

• No unauthorised job guarantee or salary commitment is made.
• All placement representations follow SkillCircle's approved policies.
• Student eligibility and academic records are accurately maintained.
• Placement-related communications are consistent with approved written terms.

No unconditional employment or salary guarantee is created through this LOI.

7. Responsibilities of the Franchise Partner

The proposed franchise partner shall be responsible for:

1. Arranging and maintaining suitable commercial premises in Jagatpura, Jaipur.
2. Funding the agreed franchise fee, campus development and working capital requirements.
3. Recruiting and managing the local operational, counselling and academic teams.
4. Ensuring compliance with applicable statutory, tax, employment, safety and local regulatory requirements.
5. Executing approved marketing and student acquisition activities.
6. Maintaining SkillCircle's academic, branding and student service standards.
7. Maintaining accurate admissions, collections and operational records.
8. Making applicable royalty and other contractual payments within agreed timelines.
9. Developing college, university and corporate business opportunities within the approved territory.
10. Following SkillCircle's approved placement assistance and job guarantee policies.

8. Proposed Campus Implementation Roadmap

Both parties shall work towards establishing and launching the SkillCircle Jagatpura Campus within approximately two months following completion of the required commercial formalities, subject to site readiness and approvals.

Implementation Conditions

• Both parties shall coordinate to complete the agreed milestones.
• SkillCircle shall provide brand, academic, marketing and operational guidance during the pre-launch phase.
• The franchise partner shall be responsible for site readiness, infrastructure, recruitment and local operational requirements.
• The official campus launch date shall be mutually confirmed in writing.
• The three-month royalty waiver shall commence from the official campus launch date.

The detailed implementation schedule shall be mutually finalised following LOI acceptance and site evaluation.

9. Franchise Booking, Payment Schedule & Next Steps

A Structured Payment Plan Aligned with Campus Launch

The proposed franchise fee shall be payable through the following instalment structure.

A. Initial Booking Amount

An initial booking amount of ₹1,00,000 + 18% GST, totalling ₹1,18,000, shall be payable against an official payment request from HNI Idea Ventures Pvt. Ltd.

This amount shall be adjusted against the total franchise fee.

B. Franchise Fee Payment Schedule

The initial booking payment of ₹1,18,000 shall form part of the first 50% payment and shall not be charged additionally.

Accordingly, after adjustment of the booking amount, the remaining amount payable towards the first instalment shall be ₹10,62,000, including GST.

C. Operational Next Steps

Upon acceptance of this LOI, the proposed franchise partner shall:

• Confirm acceptance of the proposed commercial framework.
• Complete the initial booking formalities.
• Release 50% of the total franchise fee within seven days of signing the LOI, inclusive of the booking amount already paid.
• Initiate site identification and evaluation.
• Complete necessary documentation and due diligence.
• Finalise and execute the definitive Franchise Agreement.
• Commence campus infrastructure development, hiring and launch preparations.
• Release the remaining 50% of the franchise fee before the official campus launch.

Territory Reservation

Any provisional territory reservation shall become effective only upon written confirmation by SkillCircle and shall be governed by its specified duration and conditions.

The treatment of booking and instalment payments in the event of cancellation, non-approval or non-execution of the Franchise Agreement shall be documented in writing.

10. Nature, Validity & Acceptance of LOI

This Letter of Intent records the parties' present commercial understanding and intention to establish the proposed franchise relationship.

Validity: This Letter of Intent shall remain valid for acceptance and signing until 10 November 2026. If the LOI is not signed by this date, the offer shall automatically expire unless extended in writing by SkillCircle.

This LOI is not itself a franchise licence and does not authorise commencement of operations or use of SkillCircle's intellectual property.

Except for any provisions expressly agreed in writing as binding, the proposed franchise relationship shall remain subject to satisfactory due diligence, applicable approvals, payment formalities and execution of a definitive Franchise Agreement.

Any disputes concerning binding obligations under this LOI shall be addressed in accordance with applicable Indian law and the dispute resolution terms separately agreed by the parties.

11. A Partnership to Build a Long-Term Education Business

Dear Mr. Rajesh Meena,

The proposed SkillCircle Jagatpura Campus represents an opportunity to establish a professional skilling business in one of Jaipur's developing educational and residential areas.

The combination of SkillCircle's academic portfolio, B2C admissions opportunities, B2B institutional selling rights, corporate training solutions and structured franchise support creates a foundation for developing a diversified education and training business.

We are particularly enthusiastic about the opportunity to introduce practical, industry-relevant training in Digital Marketing, Data Analytics, Data Science and Artificial Intelligence while building strong relationships with Jaipur's educational institutions and professional community.

With a five-year franchise tenure, a three-month royalty waiver from the official campus launch date, and access to approved B2C and B2B business opportunities, we believe this partnership offers a compelling platform for long-term business development.

We look forward to welcoming you into the SkillCircle franchise ecosystem and working together towards the successful establishment of the Jagatpura campus.