Business Agreement

This Business Agreement, (the “Agreement”) dated _______________,2023 is executed at Pune

between

Preksha Edutech Private Limited , incorporated under the Companies Act, 2013 with a registered
office at Flat No 501, Kailashnath Arcade, Guttala Begumpet, Kavuri Hills, Hyderabad,TS-500081
(hereinafter referred to as the “Company”, which expression shall, unless it be repugnant to the
subject or context thereof, include its successors and permitted assigns), of the First Part;

AND

Social Worth Technologies Private Limited, incorporated under Companies Act 2013, with a
registered office, at office number 404, The Chambers, Viman Nagar, Pune 411014, Maharashtra
(hereinafter referred to as “SWTPL”, which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors and assigns) of the Other Part;

Company and the SWTPL are hereinafter jointly referred to as “Parties” and each, individually, a
“Party”.

WHEREAS:

A. Company is in the business of business of providing simplified education payment solutions to

Students and educational institutions by facilitating financing of School/Higher Education fees
for students by partnering with Banks and Non-Banking Financial Company(ies) (“NBFCs”)
and Educational Institutions (“Institutions”) which allows Students/their Parents to make
payment of education fees in installments (monthly/periodical) rather than a direct single-stroke
payment of the education fees by the Students/their Parents to the Institutions, for the entire
academic year which is the usual prevailing norm.. The Company carries on the above-
mentioned business primarily through its platform (“www.prekshaedu.com)

SWTPL is in the business of developing and providing technology and facilitation services related to
consumer lending services provided by SWTPL Partners (defined below); and

AND WHEREAS the Parties are desirous of collaborating with each other to provide certain services
to the Customers (defined below).

For the consideration and mutual covenants set forth in this Agreement, the Parties agree as follows:

1. Definitions

a. Applicable Law shall mean any law, statute, rule, regulation, order, circular, decree, directive,
judgment, decision or other similar mandate of any applicable central, national, state or local
governmental authority having competent jurisdiction over, or application to the Party or subject
matter in question.

b. Agreement shall mean this agreement, all its schedules, appendices, amendments thereto made
from time to time and all related deeds, documents and writings in relation to the transactions
contemplated herein and being specifically identified as being a part of this Agreement.
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c. SWTPL Partner shall mean the NBFCs or banks who will partner with SWTPL for
underwriting, disbursing and collection of funds so provided as loan to the Customer.

d. Customers shall mean any person who is a Qualified Lead and its eligibility to avail the Loan is
approved by SWTPL and who actually avails the Loan.

e. Customer Data shall mean any and all data relating to the Customer including but not limited to
name, e-mail address, gender, date of birth, mobile number, passwords, photograph, mobile phone
information including contact numbers, SMS, call logs and browsing history, data and login-in
credentials of social media platform, financial information such as bank documents, salary slips,
bank statements, PAN card, bank account no., data from Credit Information Companies, data
required for Know Your Customer compliances, requirements and other relevant details.

f. Intellectual Property Rights shall mean and include all ideas, concepts, inventions, systems,
platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes,
algorithms, codes, know-how, trade secrets and other technologies and information, works of
authorship, existing and future copyright rights, trademark rights (including, without limitation
trade names, trademarks, service marks, and trade dress), patent rights, trade secrets and all other
intellectual property rights, vested or registered, and all renewals and extensions thereof,
regardless of whether such rights arise under the laws of any state, country or jurisdiction.

g. Loan/s shall mean the credit facility/loan provided by SWTPL Partner, through SWTPL as per
the terms of this Agreement for availing services from the Institute.

h. Institutes shall mean the entities having a business arrangement with the Company for providing
services to the Customers.

i. Company Service shall mean the services that the Company shall provide by way of sourcing the
Customer, making the Loan offer available on Platform to Customer and such other ancillary
services provided pursuant to the Agreement.

j. Qualified Lead shall mean an applicant who qualifies the eligibility criteria/ standards/
benchmarks laid down by SWTPL Partner to avail the Loan. It may be revised by SWTPL Partner
from time to time.

2. Responsibilities of the Parties

The scope of work for the business arrangement between the Parties shall be as per the terms
mentioned in Appendix B (Scope of Work) along with the terms and conditions of this
Agreement.

SWTPL ’s Responsibilities:

a. SWTPL shall comply with all Applicable laws during the Term of this Agreement.

b. All decisions concerning the processing of Qualified Lead of any Customer shall be made at
the sole discretion of the SWTPL/SWTPL Partner. Company shall have no rights or liability or
role in processing the Qualified Leads by SWTPL through SWTPL Partner.

c. SWTPL shall obtain and maintain all relevant valid and subsisting statutory/regulatory
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 licenses, approvals, consents and permissions as may be required for carrying out its
obligations as contemplated in this Agreement.

d. SWTPL shall be responsible for providing Company with accurate information regarding
Loan offers.

e. All accounts and transactions shall be governed by the terms of Customer agreements to be
entered into between each Customer and SWTPL.

Company’s Responsibilities

a. The Company shall comply with all Applicable Laws during the Term of this Agreement.

b. The Company shall provide and maintain offers on Loans on the Platform and shall enable the
Customers to avail the Loan through the Platform.

c. Company shall run proprietary verification engines to automatically prevent fraud and assess
the authenticity of the Customers.

d. Company undertakes that it shall be responsible to perform a series of verification checks of

the applications prior to sharing a lead with SWTPL or SWTPL Partner so as to ensure that
the lead shared is a Qualified Lead as per the criteria set out by SWTPL.

e. Company shall ensure that there shall not be repetition of Qualified Leads, which were already
shared by Company with SWTPL or SWTPL Partner. However, if SWTPL or SWTPL Partner
rejects a lead, Company will have the option to forward this to another lender.

f. Company shall be responsible for all necessary licenses, consents, permissions, waivers and
releases from the owners or licensors of the Company software and such statutory authorities
in force for maintenance of the Platform. Company shall keep all such approvals, consents,
permissions and/ or licenses valid and subsisting throughout the term of this Agreement.

g. Company acknowledges and agrees that the Loan credit information provided by SWTPL
shall be confidential in nature. The Company shall undertake reasonable and sufficient
technical and organization measures to ensure the security and protection of such
information.

h. Company shall ensure that all the data, facts and figures as provided by SWTPL are
accurately reflected and maintained by Company.

i. Company shall be solely responsible for obtaining the requisite, legally valid, demonstrable
consent from the Customer for sharing the Customer Data with SWTPL.

j. Company shall be responsible for sharing the necessary details of the Institutes with SWTPL
and for facilitating the transaction between SWTPL and the Institute.

3. Commission:

a. SWTPL shall pay the Company (“Commission”) for Company Services as specified in Appendix
C of this Agreement.

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b. The Parties agree that SWTPL shall be entitled to set off any amounts owed to SWTPL by the
Company under this Agreement against any amounts payable by SWTPL to the Company.

c. SWTPL shall make all payments due to Company within 60 (Sixty) calendar days from the date of
receipt of invoice.

d. Notwithstanding anything to the contrary stated in this Agreement, Company will collect all
applicable taxes/duties/cess at the applicable rates over and above the fee specified in Appendix B,
from SWTPL on the payments that are due to Company from SWTPL.

4. Representations and Warranties:

Each Party represents and warrants that:

a. It is in compliance with the Applicable Laws.

b. has necessary experience, expertise, ability, infrastructure and personnel to fulfill its
obligations under this Agreement.

c. has the necessary approvals, registrations and licenses required for fulfilling its obligations
under this Agreement.

d. has, where applicable, obtained necessary internal approvals for executing this Agreement and
the person executing this Agreement is authorized to execute this Agreement for and on behalf
of the Company.

e. it has no outstanding commitment or Agreement to which it is a party or legal impediment of

any kind known to it which conflicts with this Agreement or might limit, restrict, or impair the
rights granted to the other Party hereunder;

f. there is no outstanding litigation or arbitration or dispute pending which would reasonably be

expected to have a potential or actual material adverse effect on the ability of the either Party
to fulfil its obligations under this Agreement.

5. Term

This Agreement shall remain in force for a period of three (3) years from the date of its execution
(“Term”) and shall encompass all events and actions as provided in clauses 1, 2 and 3 above. The
Term may be extended for such further period as may be mutually agreed by the Parties hereto in
writing.

6. Termination and Effects of Termination:

Termination:

a. This agreement shall be terminated by efflux of time immediately upon completion of the
term specified under Clause 5 of this agreement.

b. Either Party may terminate this Agreement at any time by giving a prior written notice of 90
(Ninety) days.

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 c. Either Party may terminate this Agreement at any time by giving a prior written notice of
thirty (30) days to the other Party upon material breach of this Agreement by such other
Party. Written notice specifying the breach in detail shall be given to the Party in breach.
Unless such breach shall be cured within fifteen (15) days after delivery of notice, then,
without limitation of any remedy available hereunder, such Party may terminate this
Agreement forthwith by delivery of a notice of termination at any time thereafter before
such breach has been cured.

d. Material breach under this Clause shall comprise of the following: i) breach of
confidentiality by either party; ii) breach of data security by either party; iii) fraud, gross
misconduct or willful negligence resulting in loss/ damage to the other Party.

e. Either Party may terminate this Agreement in the event of insolvency of the other Party or
the institution of any liquidation, bankruptcy, dissolution, composition with creditors,
receivership, trustee or similar proceedings in respect of either Party or if a significant
portion of the assets of either Party, necessary for the performance of this Agreement,
becomes subject to attachment, seizure, expropriation or the like.

Effects of Termination:

a. Upon termination of this Agreement for any reason whatsoever, Company shall cease the
performance of Company Services under this Agreement.

b. Clauses 6 (Confidentiality), Clause 7 (Intellectual Property) and Clause 8 (Indemnity) shall

survive termination of this Agreement.

c. On the expiration or termination of this Agreement for whatsoever reason each Party shall
immediately stop use of the Confidential Information of the other Party and shall either return
all such Confidential Information and all related writings, documents and copies to the other
Party, or shall destroy such Confidential Information and shall confirm this destruction to the
other party.

d. Either Party shall not represent the other Party in any of its dealings post the
expiration/termination of this Agreement or otherwise commit any act(s) that would explicitly
give scope for a third party to believe that the business relation under this Agreement persist
between the Parties.

7. Confidentiality:

a. “Confidential Information” for the purpose of this Agreement shall mean and include all
communications and information whether written, visual or oral, and provided, sent, made or
transmitted through physical, electronic, magnetic and whether or not marked as confidential, for
or in relation to or in connection with this Agreement, Customer data, shall be ‘Confidential
Information’. Each Party agrees that during the course of this Agreement, information that is
confidential and of substantial value to the other Party may be disclosed to the other Party. Such
information may include, but is not limited to, unpublished software code, technical processes,
product designs, financial information, business plans, or material related to advertising or
marketing.

b. Each Party agrees that such Party shall use the Confidential Information of the other Party solely
for the purpose of fulfilling its obligations under this Agreement. Each Party undertakes to keep

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 the Confidential Information secret and confidential and shall not disclose, share the same,
whether wholly or in parts, with any third person, under any circumstances.

c. Unless otherwise directed by any statutory/investigating authority, Parties agree that they will
each, both during and after the termination of the relationship under this Agreement, treat as
confidential any information learnt or obtained about, or as shared by, one Party with the other
Party for the purposes of this Agreement and/or in the course of and/or pursuant to this
Agreement and the activities contemplated hereunder including information which is expressly
identified by the disclosing party as confidential. The obligation of confidentiality shall survive
for a period of one (1) year post the expiration or termination of this Agreement.

8. Data Protection and Security:

a. The Parties shall comply with all applicable laws relating to preservation and protection of
security of data pertaining to the Customers including but not limited to any personally
identifiable information.

b. The Parties agree that they shall:

(i) Treat as absolutely confidential any Customer Data
(ii) prevent unauthorised or unlawful processing of any Customer Data;
(iii) protect any Customer Data against accidental loss, destruction or damage; and
(iv) ensure the reliability of its employees/contractor having access to the Customer Data.

c. Each Party represents and warrants that it has put in place and effectively operates an adequate
information security management system, commensurate with the size and nature of operations
including necessary security measures, policies, procedures and checks including but not limited
to those required by the Applicable Laws (including Information Technology Act, 2000 and rules
made thereunder) and other applicable legal & regulatory stipulations.

9. Intellectual Property Rights:

a. The Parties acknowledge and agree that the Company owns and retains all right, title and interest
in the Company Intellectual Property Rights for any and all purposes.

b. The Parties agree that SWTPL owns all right, title and interest in its Intellectual Property Rights
and it shall be and remain SWTPL’s sole and absolute property for any and all purposes, and
Company acknowledges that it does not, and shall not claim to have any right, legal title or
interest in any aspect of the Loan offers or other such document, either under this Agreement or
otherwise.

c. Either Party shall not cause or permit or to assist or allow others to do anything which may
damage or endanger the Intellectual Property Rights of the other Party.

d. Neither Party shall use the intellectual property of the other Party including but not limited to
trademarks, logos, name, marks without the prior written consent of the other Party.

e. Neither Party may reverse engineer, disassemble, decompile, or translate the software, or
otherwise attempt to derive the source code of any software, except to the extent allowed under
any applicable law. If applicable law permits such activities, any information so discovered must
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 be promptly disclosed to other Party and shall be deemed to be the confidential proprietary
information of such other Party.

10. Indemnity:

a. Company agrees to indemnify and hold harmless SWTPL from and against any and all liabilities,
suits, actions, demands, settlements, losses, judgments, costs, damages, expenses, fines, penalties,
and all costs of defense arising out of or resulting from, in whole or in part in respect of any act,
error or omission, whether intentional or unintentional, by its officers, directors, employees,
arising out of any
i) breach of the terms and conditions of this Agreement,
ii) breach of representations and warranties contained herein,
iii) breach to maintain confidentiality and security of the Customer data.
iv) any fraud, misrepresentation, misconduct or gross negligence by the Company;
v) violation of applicable laws
vi) services provided by the Company and the Institute to the Customer
vii) Any dispute raised by the Institute/Customer regarding the Company’s obligations under this
Agreement, interest rates charged by SWTPL Partners, transfer and retention of Loan
amount by SWTPL Partners under this Agreement.

b. This clause will survive notwithstanding the completion/ termination of this Agreement.

11. Disclaimer of Liability:

To the maximum extent permitted by applicable law, SWTPL disclaims any and all liability for
indirect, incidental, special, consequential, punitive or other similar damages that may arise due
to this Agreement.
Notwithstanding anything contained herein, the aggregate liability of SWTPL under this
Agreement shall not exceed the amount of Commission paid to the Company in the immediately
preceding 3 (Three) months from the date on which the liability arose.

12. Exclusivity and Non-solicitation:

a. The Parties agree that all services offered by Company on the Platform and in accordance with the
terms of this Agreement are non-exclusive in nature.

b. Each party covenants with the other that it shall not either during the term of this Agreement or
within a period of twelve (12) months after the expiration/termination of this Agreement, directly
or indirectly entice away or endeavour to entice away from the other party any person who has at
any time during the previous twelve (12) months been employed by the other party or in
connection with the performance of this Agreement.

13. Audit:

a. Subject to a regulatory requirement, the Company shall permit the authorized representatives of
the SWTPL or the Reserve Bank of India to conduct an audit of the Company pertaining to the
transactions contemplated under in connection with this Agreement by giving reasonable prior
notice to the Company to:
(i) verify the accuracy and completeness of compliance with applicable Laws;
(ii) examines the controls, processes and procedures utilized by Company in connection with the
performance of its obligations under this Agreement.

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b. Company shall provide any assistance reasonably requested by the SWTPL or its designee in
conducting any such audit and shall make requested personnel, records and information available
during the Term of this Agreement.

14. Amendment and Modification:

All amendments to this Agreement shall be in writing. As the life span of the Loan offers vary
the Parties may enter into additional agreements, including but not limited to extension of the
Term of this Agreement and all such additional agreements shall be deemed to be included into
this Agreement without changing the existing clauses, unless otherwise agreed to in writing by
the parties.

15. Miscellaneous:

a. Data Ownership:
All Customer Data shall be owned by the such Customer and shall be used, processed and shared
by the Parties in strict accordance with the consent of such Customer.

b. No Waiver of Rights:
No failure or delay by any Party in exercising any right, power or remedy under this Agreement
or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No
single or partial exercise of any right, power or remedy under this Agreement by any Party shall
preclude any further exercise thereof or the exercise of any other right, power or remedy by that
Party. Without limiting the foregoing, no waiver by any Party of any breach by any other Party of
any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other
provision hereof.

c. No Partnership:
Nothing in this Agreement shall be deemed to create a partnership or establish a relationship of
principal and agent between the Parties hereto or in any manner authorize any Party to bind the
other Party for any purpose and neither Party shall become liable by reason of any representation,
action or omission of any other Party except in accordance with the provisions of this Agreement.

d. Notices:
Any notice may be delivered by authorised email ids, post with acknowledgement due, courier or
registered post to either Party to the respective addresses mentioned in this Agreement or such
other address with respect to a Party as such Party shall notify each other Party in writing as
above provided. Any notice sent in accordance with this Clause 15 shall be effective: (i) if by
courier or registered post after receipt of delivery to the other Party, (ii) if sent by messenger,
upon receipt of delivery, (provided, however, that any notice of change of address shall only be
valid upon receipt).

e. Successors and Assigns:

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their
respective successors and permitted assigns.

f. Governing law:
This Agreement shall be governed by and construed in accordance with the laws of India and,
subject to clause 15 (g) herein below, the Courts in Pune would have jurisdiction over disputes
relating to this Agreement.

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g. Arbitration:
Any dispute, controversy, claims or disagreement of any kind whatsoever between the Parties in
connection with or arising out of this Agreement shall be referred to arbitration to be conducted
by a sole arbitrator to be appointed by the parties upon mutual consent. The appointment of the
sole arbitrator and conduct of the proceedings of the arbitration shall be in accordance with the
Arbitration and Conciliation Act, 1996 and shall include all amendments thereof. The venue of
such arbitration shall be Pune. All proceeding of such arbitration, including, without limitation,
any awards, shall be in the English language.

h. Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of the Agreement which can be given effect without the invalid
provision shall continue in full force and effect and shall in no way be impaired or invalidated.

i. Entire Agreement
Unless otherwise specifically stated to the contrary in this Agreement, this Agreement and
attached appendix represents the entire agreement between the Parties pertaining to this subject
matter and supersedes all prior agreements, representations and understandings of the Parties.

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

By and on behalf of SOCIAL WORTH By and on behalf of PREKSHA EDUTECH

TECHNOLOGIES PRIVATE LIMITED
PRIVATE LIMITED

Name- Amit Saraf Name- KONERU RAVITEJA

Designation-Director- Finance and Legal Designation- DIRECTOR

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 Appendix A
Details of the Company

Name of the Company PREKSHA EDUTECH PRIVATE LIMITED

Type of Organization of the Company PRIVATE LIMITED
Organization Registration Number U80904TG2022PTC166653
Registered Address/Principal place of Flat No 501, Kailashnath Arcade, Guttala Begumpet,
Business of the Company Kavuri Hills, Hyderabad-500081
Business Type of the Company Channel Partner
Authorised Person of the Company to
Raviteja Koneru
whom notices shall be marked
Email Id of the Authorised Person the
teja@prekshaedu.com
Company

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 Appendix B

Scope of Work

1. The Company and SWTPL, through the SWTPL Partners shall offer the Loans to the Qualified
Leads for facilitating the payment for the services of the Institute via an integrated API platform
(“API”).
2. The Qualified Lead shall initiate the journey for availing the Loan on the Company’s platform via
API.
3. The Company shall collect the Customer Data required by SWTPL for conducting the eligibility
check of the Qualified Lead and share such Customer Data with SWTPL via API, subject to duly
obtained valid consent from such Qualified Lead.
4. If the eligibility of the Qualified Lead is approved by SWTPL through the SWTPL Partner,
SWTPL shall communicate the eligibility/sanction limit of the Customer to the Company via API.
5. The Customer shall be redirected to the SWTPL platform where the Customer shall share
Customer Data including but not limited to bank details, KYC documents.
6. The Parties agree that sanctioning of the Loans shall be at the sole discretion of SWTPL Partners.
SWTPL Partners shall be solely responsible to approve or reject any Customer.
7. The Company shall share the requisite details of the Institute including but not limited to Bank
account number to which the Loan amount is to be disbursed.
8. SWTPL Partner through SWTPL shall transfer the Loan amount to the Institute’s bank account, as
per the terms agreed between SWTPL, the Company and the Institute in writing.
9. For the disbursement of Loan amount, SWTPL shall deduct the amount of Subvention mention in
Appendix C and the remaining Loan amount shall be transferred to the Company’s account.
10. In the event any cancellation and refund is initiated by the Institute course for which the Loan is
availed by the Customer, the Company shall facilitate the refund of the Loan amount from the
Institute to SWTPL/ SWTPL Partners.
11. If the Customer/Institute decides to cancel the services to the Customer resulting in refund of
Loan amount (“Refund”), then the Company shall immediately inform SWTPL about such refund
and the Institute shall manually refund to SWTPL said Loan amount in T+7 days (where T=date
of confirmation of Refund by the Company), if the Institute fails to do so then Institute shall be
liable to pay interest of 2% per month on the due amount till the dues are fully paid.
12. In case subvention is provided by the Institute for any Loan for which the Refund is initiated, then
along with the Refund, the Institute shall also be liable to pay the subvention charges at rate
mentioned above on Pro-rata Basis for the tenure the amount of credit facility utilized by the

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 Customer/Institute. However, no such subvention shall be charged if the Refund is within 7
(seven) days of the availing of the Loan.
13. Additionally, the Customer may approach SWTPL for any cancellation of Loan. In that event,
SWTPL shall inform the Company regarding such cancellation and the above mentioned process
and timelines shall apply to such cancellation and Refund.

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 Appendix C

Commercials

The Parties agree that at the end of each month, both Parties shall mutually reconcile the number of
Loans disbursed and the Company shall raise a monthly invoice for the Commission to SWTPL. The
payment shall be done based on the terms mentioned herein and Clause 3 of this agreement.

Commercials:

*GST will be over & above of the payout.

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