A Strategic Franchise Partnership Opportunity

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

Dear Mr. Sumit Dutt,

Greetings from SkillCircle!

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

Kota has developed a strong identity as an educational destination, attracting students and aspiring professionals seeking academic excellence and career advancement.

We believe there is an opportunity to complement this educational ecosystem with practical, industry-oriented training in Digital Marketing, Artificial Intelligence, Data Analytics, Data Science and emerging technologies.

Our vision is to establish a professional skilling destination in Kota, serving students, graduates, working professionals, educational institutions and corporate organisations.

This franchise partnership is designed to create three complementary business opportunities:

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

Through these business channels, the proposed campus can build a diversified education and training business under the SkillCircle brand.

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 definitive Franchise Agreement shall specify the effective date, approved campus premises, territory boundaries, commercial obligations and operating conditions.

2.2 Exclusive Territory Rights – Kota, Rajasthan

Subject to execution of the definitive Franchise Agreement, SkillCircle proposes to grant the franchise partner exclusive operational rights for the Kota, Rajasthan territory.

These rights shall enable the franchise partner to establish and operate the approved SkillCircle franchise campus and develop authorised educational business within the designated territory.

Scope of Territory Rights

• Establish and operate the authorised SkillCircle campus in Kota.
• Market and sell approved SkillCircle programs within the designated territory.
• Develop local college, university and corporate training relationships.
• Conduct approved workshops, seminars, promotional activities and institutional outreach.
• Use authorised SkillCircle branding and academic materials for approved franchise operations.

During the franchise tenure, SkillCircle shall not appoint another franchise operator within the defined exclusive territory, subject to the terms and conditions of the definitive Franchise Agreement.

The precise territorial boundaries, treatment of existing business relationships, online enrolments, centrally generated business and other exceptions, if any, shall be documented in the definitive Franchise Agreement.

2.3 Authorised Course Portfolio – B2C Selling Rights

The proposed franchise shall have access to SkillCircle's approved career-oriented programs across three schools.

Scope of B2C Selling Rights

The franchise partner shall be authorised to:

1. Promote and sell the above SkillCircle programs within the approved territory.
2. Conduct student counselling, career guidance and admissions activities.
3. Generate admissions through digital marketing, walk-ins, referrals, educational events and other approved channels.
4. Use approved SkillCircle course brochures, marketing materials and brand assets.
5. Offer classroom, hybrid and online enrolment options, subject to SkillCircle's approved delivery arrangements.
6. Participate in approved scholarship campaigns and student acquisition initiatives.

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

One Franchise. Multiple Business Development Opportunities.

In addition to individual student admissions, the franchise partner shall have the right to promote and sell approved SkillCircle training programs, workshops and seminars to educational institutions and corporate organisations.

A. College & University Partnerships

• Digital Marketing, Artificial Intelligence and Data Analytics training programs.
• Short-term certification and professional skill development programs.
• Faculty development workshops.
• Summer and winter training programs.
• Campus seminars and career awareness sessions.
• Employability and career readiness 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. B2B Commercial Rights

The franchise partner shall be authorised to:

• Approach colleges, universities and corporate organisations within the approved territory.
• Generate institutional and corporate training leads.
• Promote and sell approved SkillCircle-branded seminars, workshops and training programs.
• Develop institutional relationships and negotiate opportunities within approved commercial guidelines.
• Coordinate with SkillCircle's academic and business development teams for proposals, trainer deployment, certifications and delivery.
• Earn revenue from approved B2B training engagements, subject to the agreed commercial and royalty structure.

Customised proposals, institutional MoUs and corporate contracts shall require SkillCircle's approval before execution.

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 Royalty Framework

The proposed royalty arrangement is structured around monthly campus revenue, allowing the applicable royalty to vary with business volume.

Special Launch Benefit – First 3 Months Royalty-Free

To support the initial establishment, marketing and admissions development of the Kota campus, SkillCircle shall provide a complete royalty waiver for the first three months commencing from the official campus launch date.

Royalty Waiver Conditions

• The royalty-free period shall commence only from the official campus launch date, mutually confirmed in writing by both parties.
• It 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 where monthly revenue is below ₹5 lakhs.
• Royalty shall be calculated monthly.
• Payment timelines, reconciliation procedures and other operational terms shall be specified in the Franchise Agreement.

4. Multiple Business Growth Opportunities

Kota's Educational Ecosystem as a Platform for Growth

The proposed SkillCircle Kota Campus is intended to serve multiple learner and institutional segments rather than depend solely on individual classroom admissions.

Together, these channels provide opportunities to build a diversified education and training business under the SkillCircle brand.

5. SkillCircle's Franchise Support Ecosystem

Build Locally. Leverage SkillCircle's Established Systems.

SkillCircle intends to provide structured support across branding, academics, marketing, admissions, technology and 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 that career outcomes and employability support are important considerations for students enrolling in professional training programs.

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

A. Placement Assistance

Subject to program eligibility and applicable student agreements, placement 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 students who meet the eligibility criteria and conditions stated in the relevant approved student agreement.

Any job guarantee arrangement shall clearly specify:

1. Eligible courses and student categories.
2. Minimum attendance and academic performance requirements.
3. Assessment, project and certification requirements.
4. Student participation obligations in placement activities.
5. Applicable placement timelines and conditions.
6. Any remedies or obligations expressly provided under the relevant student agreement.

C. Franchise Partner Responsibilities

The franchise partner shall ensure that:

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

Important: No unconditional employment or salary guarantee is created through this LOI. Any job guarantee shall be governed exclusively by a separate approved written student agreement.

7. Responsibilities of the Franchise Partner

The proposed franchise partner shall be responsible for:

1. Arranging and maintaining suitable commercial premises in Kota.
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 timely establishment and launch of the SkillCircle Kota Campus.

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

Implementation Conditions

• Both parties shall coordinate to ensure timely completion of 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.

Any revisions to the agreed schedule shall be mutually discussed and confirmed by both parties.

9. Franchise Booking, Payment Schedule & Next Steps

A Structured Commercial Payment Arrangement

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 amount of ₹1,18,000 shall be included in the first 50% instalment and shall not be charged additionally.

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 launch.

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 31 October 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. Sumit Dutt,

The proposed SkillCircle Kota Campus represents an opportunity to establish a professional skilling business within one of India's recognised educational destinations.

The combination of SkillCircle's academic portfolio, exclusive proposed territory rights, 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 Kota'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 Kota campus.