A Strategic Franchise Partnership Opportunity

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

Dear Dr. Ajay,

Greetings from SkillCircle!

We are delighted to extend this formal Letter of Intent for establishing a SkillCircle Franchise Campus in Palampur, Himachal Pradesh, through a strategic franchise partnership with you.

As career opportunities increasingly demand practical expertise in Digital Marketing, Artificial Intelligence, Data Analytics and emerging technologies, we see an opportunity to develop a dedicated professional skilling destination in Palampur.

Our vision is to bring SkillCircle's industry-oriented educational ecosystem to the region, enabling students, graduates, working professionals, colleges and corporate organisations to access career-focused learning opportunities.

This partnership is designed to offer more than a conventional training institute franchise.

It brings together three complementary business opportunities:

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

Through this diversified approach, the proposed campus can develop multiple channels for student acquisition, institutional engagement and business growth.

SkillCircle intends to support the venture with its academic expertise, brand ecosystem, marketing frameworks, technology infrastructure and operational processes.

We look forward to building a strong and sustainable SkillCircle presence in Palampur together.

2. Franchise Partnership – Commercial Terms & Business Rights

2.1 Franchise Commercial Terms

The proposed commercial framework provides access to SkillCircle's approved educational portfolio and business development ecosystem.

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

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

2.2 Authorised Course Portfolio – B2C Selling Rights

A key advantage of the proposed SkillCircle franchise is access to a diversified portfolio of career-oriented programs across three educational categories.

The franchise partner shall be granted rights to market, promote, counsel, enrol and sell the following approved SkillCircle programs under the SkillCircle brand, subject to the Franchise Agreement and applicable academic guidelines.

Business Advantages of the Course Portfolio

The combination of foundational, career-focused and advanced programs allows the campus to engage multiple learner segments, including college students, fresh graduates, career switchers, working professionals and non-technical learners exploring AI.

Scope of B2C Selling Rights

The franchise partner shall be authorised to:

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

The franchise partner shall follow SkillCircle's approved fee structure, scholarship policies, admission procedures, academic standards and brand guidelines.

2.3 Institutional & Corporate Business Rights – B2B

An opportunity to build business relationships beyond individual student admissions.

In addition to regular 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.

This provides the proposed campus with an opportunity to develop institutional and corporate business alongside its regular retail admissions.

A. College & University Partnerships

The franchise partner may develop business opportunities involving:

• 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, employability and industry-oriented training programs.
• Campus seminars, masterclasses and awareness workshops.
• Institutional training programs delivered under approved SkillCircle academic frameworks.

These engagements can help the campus establish relationships with educational institutions and reach groups of learners through structured training initiatives.

B. Corporate Training & B2B Solutions

The franchise partner may also market and sell approved corporate learning solutions, including:

• Corporate Digital Marketing and AI training.
• Data Analytics and Data Science upskilling programs.
• AI productivity and automation workshops.
• Employee skill development and professional certification programs.
• Customised training programs based on corporate requirements.
• Corporate seminars, 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 for approved SkillCircle training solutions.
2. Generate B2B leads, develop institutional relationships and negotiate commercial opportunities within approved guidelines.
3. Promote and sell SkillCircle-branded seminars, workshops, certification programs and institutional training packages.
4. Organise seminars, awareness sessions, career workshops and other approved promotional activities.
5. Coordinate with SkillCircle's central academic and business development teams for proposals, trainer deployment, certifications and program delivery.
6. Earn revenue from approved B2B training and institutional engagements, subject to the applicable commercial and royalty structure.

Conditions Governing B2B Rights

• All B2B 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.
• The franchise partner shall not make unauthorised commitments regarding certification, placement guarantees, institutional affiliations or academic credentials.
• Revenue generated through B2B courses, seminars and corporate training shall be subject to the commercial and royalty provisions agreed between the parties.
• Territorial permissions and any business opportunities outside the approved franchise territory shall require prior written approval from SkillCircle.

2.4 Opportunity to Expand the Program Portfolio

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

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

This provides an opportunity for the campus to evolve its offerings as industry requirements and learner demand change.

3. Revenue Sharing & Royalty Structure

A Revenue-Linked Commercial Framework

The proposed royalty structure is designed around monthly campus revenue, with defined slabs applicable at different business volumes.

Exclusive Launch Benefit – First 3 Months Royalty-Free

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

This benefit allows the franchise partner to focus on initial student acquisition, local brand building, institutional outreach and operational stabilisation without an applicable fixed or percentage-based royalty during the waiver period.

Important Royalty Waiver Conditions

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

Royalty Calculation Conditions

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

4. Multiple Business Growth Opportunities

One Campus. Multiple Education & Training Markets.

The proposed SkillCircle Palampur Campus is intended to serve a broader learning ecosystem rather than depend exclusively on individual classroom admissions.

The business may develop through the following channels:

Together, these channels create opportunities to develop different learner segments and institutional relationships under the SkillCircle brand.

Additional programs may be introduced with SkillCircle's prior approval, subject to academic requirements, trainer availability, infrastructure readiness and market demand.

5. SkillCircle's Franchise Support Ecosystem

Build Locally. Leverage SkillCircle's Established Systems.

SkillCircle intends to support the proposed Palampur campus through a structured franchise ecosystem covering branding, academics, admissions, technology and business development.

Subject to the definitive Franchise Agreement, support shall include:

A. Brand & Campus Development

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

B. Academic & Training Support

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

C. Marketing & Admissions Support

• Guidance on digital marketing and local lead-generation strategy.
• Counselling process training and conversion improvement support.
• Approved campaign creatives and marketing guidelines.
• Assistance in developing institutional outreach opportunities.

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 performance reviews and business improvement recommendations.

E. Business Development

• Guidance for college collaborations and institutional partnerships.
• Assistance in developing corporate training opportunities.
• Support in establishing local brand visibility and market positioning.

The Partnership Advantage

The proposed franchise partner can focus on building the local market, developing institutional relationships, managing campus operations and driving admissions while leveraging SkillCircle's approved academic frameworks and operating systems.

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

6. Responsibilities of the Franchise Partner

A successful campus requires strong local leadership, consistent execution and adherence to established academic and operational standards.

The proposed franchise partner shall be responsible for:

1. Arranging and maintaining suitable commercial premises in Palampur.
2. Funding the agreed franchise fee, campus development and working capital requirements.
3. Recruiting and managing the local operational, counselling and academic teams, subject to SkillCircle standards.
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 brand, academic and student service standards.
7. Maintaining accurate student admissions, collections and operational records.
8. Making applicable royalty and other contractual payments within agreed timelines.
9. Developing B2B opportunities with colleges, universities and corporate organisations in accordance with SkillCircle's approved commercial framework.

7. Proposed Implementation Timeline

From Partnership Confirmation to Campus Launch

Both parties shall work towards establishing and launching the SkillCircle Palampur Campus in the first week of January 2027, in accordance with the following proposed milestones.

Implementation Conditions

• Both parties shall coordinate to ensure timely completion of the above milestones.
• SkillCircle shall provide the necessary brand, academic, marketing and operational guidance during the pre-launch phase.
• The franchise partner shall be responsible for timely site readiness, infrastructure development, recruitment and other local operational requirements.
• The official campus launch date shall be mutually confirmed in writing following the final readiness review.
• The three-month royalty waiver shall commence from the official campus launch date, and not from the LOI signing date or Franchise Agreement execution date.

Any revision to the implementation schedule shall be mutually discussed and confirmed by both parties.

8. Franchise Booking, Payment Schedule & Next Steps

A Structured Payment Plan Aligned with Campus Launch

The proposed payment arrangement divides the franchise fee into two instalments linked to partnership confirmation and campus launch.

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 launch of the campus.

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.

9. 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.

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

Dear Dr. Ajay,

The proposed SkillCircle Palampur Campus represents an opportunity to establish a professional skilling business with access to multiple education and training segments.

The combination of SkillCircle's approved academic portfolio, B2C admissions opportunities, B2B institutional selling rights, corporate training solutions and structured franchise support provides a foundation for developing the business in Palampur.

We are particularly enthusiastic about the opportunity to build relationships with local educational institutions, introduce practical AI and technology-focused learning programs, and support students and working professionals in developing industry-relevant skills.

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 launch of the Palampur campus.