Annexure 1: Channel Partner Scope

(To be executed on non-judicial stamp paper of Rs. 100/-)

The terms of engagement of the Channel Partner / Agency / Direct Selling Agent ("Channel Partner" or "Partner") with Annun Fintech Private Limited, a company incorporated under the Companies Act, 2013, having CIN U66190AP2026PTC124408, its registered office at 7-22-21, Ajjarapu Vari Street, Rajahmundry, East Godavari, Andhra Pradesh - 533101 and its corporate office at T-Hub Phase 2, Plot No. 1/C, Sy. No. 83/1, Raidurgam Panmaktha, Hyderabad Knowledge City, Serilingampally, Hyderabad, Telangana - 500081, operating under the brand name "Flexifee", which expression shall include its successors and assigns ("Flexifee" or the "Company"), shall be governed by this document read with the Channel Partner Terms and Conditions and Code of Conduct (Annexure 3), the Commercial / Payout Schedule (Annexure 2) and the Channel Partner Enrollment Form, each as amended and supplemented from time to time, including those published on the Flexifee website (collectively, the "T&C").

Flexifee is a technology and distribution platform that enables parents and guardians to pay K-12 school fees in monthly instalments while partner schools receive fees upfront. Credit facilities to parents are sanctioned and disbursed by banks / NBFCs regulated by the Reserve Bank of India with whom Flexifee has tie-ups ("Lending Partners"). The sanction of any credit facility is the sole decision of the Lending Partner.

The Partner shall at all times keep all data and information relating to Flexifee, its Lending Partners, Partner Schools and customers strictly confidential, in compliance with the Digital Personal Data Protection Act, 2023 and other applicable data privacy laws. The services shall commence from the Effective Date and shall continue unless terminated earlier in accordance with these terms by either party in writing, provided that the Partner's accrued liabilities under this engagement shall survive expiry or termination.

Scope of Service

1. Identify and introduce K-12 schools ("Partner Schools") interested in offering the Flexifee fee instalment facility to parents, and facilitate onboarding meetings with school management.

2. Assist Partner Schools in completing Flexifee's school onboarding agreement, KYC and documentation, and in setting up the Flexifee fee collection process.

3. Identify and source parents / guardians of students of Partner Schools who wish to avail the fee instalment facility ("Potential Customers"), and direct them to apply only through the Flexifee app, web platform or application forms authorised by Flexifee.

4. Obtain, with the Potential Customer's explicit consent, the details and documents required by Flexifee and / or its Lending Partners for identification, KYC verification and processing, and submit the same to Flexifee within 3 (three) working days of receipt.

5. Answer queries and give proper guidance to Potential Customers and Partner Schools on Flexifee's products, process and charges, strictly as per the information and material provided by Flexifee.

6. Follow up with Potential Customers for pending documentation till disbursement, and support school-level awareness activities (parent orientations, notices, events) as approved in writing by Flexifee.

Note:

1. The Partner shall ensure that no officer, director or employee of Flexifee or of its Lending Partners (or any immediate family member) receives anything of value of any kind from the Partner or its officers, directors, employees or agents in connection with these services, and that none of them has a business relationship of any kind with the Partner or its personnel. During the term and for 6 (six) months after termination, the Partner shall not solicit or entice away Flexifee's employees, Partner Schools or customers in any manner.

2. The Partner's employees and staff shall not claim any employment or interest in the services of Flexifee and shall not raise any industrial dispute, directly or indirectly, with or against Flexifee in respect of any service condition or otherwise.

3. The Partner acknowledges that Flexifee, its Lending Partners, the Reserve Bank of India and any other competent authority shall have the right to inspect the Partner and its books and accounts relating to these services, through one or more of their officers, employees or other persons.

4. The Partner shall not collect any money (fees, instalments, processing charges, cash, cheques or otherwise) from Potential Customers or Partner Schools, and shall not charge any customer or school any amount for the Flexifee facility. All payments shall be made directly to Flexifee or the Lending Partner through the channels notified by them.

Fee Structure & Terms

In consideration of the services provided to Flexifee, the Partner shall be entitled to receive fee / payout as per the Commercial / Payout Schedule agreed in Annexure 2, upon successful disbursement of fee instalment facilities to Potential Customers sourced by the Partner and / or upon achievement of such other milestones as specified in Annexure 2.

Payment Terms & Conditions

• Fee (payout) shall be calculated on the basis of the actual amount disbursed, on a monthly basis. The payout cycle shall be the 1st to the last day of each calendar month, and payment shall be made subsequent to receipt of the relevant invoice.

• All payments shall be made to the Partner after scrutiny of invoices and after making statutory deductions towards taxes, duties etc., as applicable from time to time. TDS will be deducted as per prevailing tax laws.

• The fee / payout structure provided by Flexifee in writing to the Partner shall be valid till further notice. Flexifee may, at its sole discretion, revise the fee / payout structure or rates at any time with prior written intimation, and the revised structure shall be binding on the Partner prospectively.

• The Partner shall submit all documents required by Flexifee for generating the Partner Code, and shall raise invoices for fee (payout) only after generation of the Partner Code and fulfilment of all conditions related to submission of documents mentioned herein. The Partner shall provide all documents required for taxes and other levies, as applicable.

• Fee / payout on cases that are cancelled, refunded or foreclosed within 6 (six) months from the date of disbursement, or that are found at any time to involve fraud, misrepresentation or forged documents, shall be deducted / recovered from subsequent payouts or from the Security Deposit.

• The Partner shall not be entitled to any fee / payout until all sanction conditions, including submission of documents required by Flexifee and / or the Lending Partner, are duly complied with by the Potential Customer.

• Flexifee shall have the right to set off, deduct and recover from the fees, the Security Deposit or any other amount payable to the Partner, any and all amounts which are or may become payable by the Partner to Flexifee under these services or on any other account. The Partner shall immediately reimburse to Flexifee any amount which was undue or has been paid by mistake.

• The Partner shall indemnify Flexifee and its Lending Partners for any loss or damage caused due to any fraud, wilful negligence or malpractice of the Partner or its personnel. In such case, Flexifee shall have the right to immediately terminate the engagement and discontinue the services of the Partner.

• The Partner shall co-operate fully in defending any claim by any local, state or central authority against Flexifee with respect to any levies, taxes, duties, fines and / or penalties due and payable by the Partner.

Refundable Security Deposit

1. The Partner shall pay to Annun Fintech Private Limited an interest-free refundable security deposit of Rs. 10,000/- (Rupees Ten Thousand Only) (the "Security Deposit") before activation of the Partner Code. The Security Deposit shall be paid only through banking channels (NEFT / RTGS / IMPS / UPI / cheque / DD) from the Partner's own bank account. Cash shall not be accepted.

2. Flexifee shall issue a written acknowledgement / receipt for the Security Deposit within 7 (seven) working days of its realisation.

3. The Security Deposit is held solely as security for the due performance of the Partner's obligations. It is not a fee, charge or consideration for appointment, does not carry any interest, and does not create any partnership, franchise, investment or ownership interest in Flexifee.

4. Upon expiry or termination of the engagement for any reason, Flexifee shall refund the Security Deposit within 45 (forty-five) days from the later of (a) the effective date of termination, and (b) the date on which the Partner has returned all Flexifee material, identity cards, platform access and data, and settled all dues, after adjusting any amounts recoverable from the Partner (including clawbacks, excess or mistaken payouts, losses, damages and costs).

5. Flexifee may adjust or forfeit the Security Deposit, in whole or in part, in case of fraud, misrepresentation, collection of money from customers or schools, misuse of data, or material breach of the T&C by the Partner or its personnel, without prejudice to any other rights and remedies available to Flexifee. If any amount is adjusted during the term, the Partner shall restore the Security Deposit to Rs. 10,000/- within 15 (fifteen) days of written notice, failing which Flexifee may suspend the Partner Code.

6. The refund shall be made only by electronic transfer to the Partner's bank account registered with Flexifee. The Partner shall not assign, pledge or encumber the Security Deposit, or set it off against any amount payable by the Partner.

Arbitration & Jurisdiction

This engagement shall be governed by the laws of India. All disputes between the parties shall be referred to a sole arbitrator appointed by mutual consent of the parties, failing which in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The seat and venue of arbitration shall be Hyderabad, Telangana. The language of arbitration shall be English, and the arbitral award shall be final and binding on the parties. Subject to the above, courts at Hyderabad shall have exclusive jurisdiction.

Successors

The term "Partner" wherever used herein shall mean and include its employees, agents, sub-contractors (if permitted) and representatives and the heirs, executors, administrators, successors and permitted assigns of all such persons.

Termination

Either party may, without assigning any reason, terminate the services by giving the other party 15 (fifteen) days' written notice (in the case of Flexifee) or 30 (thirty) days' written notice (in the case of the Partner). On expiry of the notice period, the services shall stand terminated.

Flexifee shall have the right to terminate the services with immediate effect if it comes to the notice of Flexifee that the Partner is in breach of the T&C or applicable law, or has acted against the interest of Flexifee, its Lending Partners, Partner Schools or customers. Flexifee further reserves the right to publish a notice in local newspapers and / or on its website and social media informing the public at large of such discontinuance and cautioning the public not to deal with the Partner on behalf of Flexifee.

Declaration

In discharge of my/our duties, I/We hereby confirm that I/We have read and understood the T&C (as set out in Annexure 3) and accordingly accept the same. Any amendment to the T&C shall be applicable to me/us prospectively. I/We further confirm having received copies of the T&C, including the Code of Conduct and the Commercial / Payout Schedule (Annexure 2), for my/our records and reference.

I/We accept the foregoing terms, including the terms of the Refundable Security Deposit of Rs. 10,000/-, and undertake to abide by the T&C (including the Code of Conduct) at all times. I/We also confirm that I/We shall provide all documents as per the checklist provided by Flexifee.

Annexure 3: Terms & Conditions

Channel Partner Terms & Conditions and Code of Conduct

Any engagement of services with the Channel Partner / Agency / Direct Selling Agent ("Partner") by Annun Fintech Private Limited (brand: "Flexifee") shall be subject to the following general terms and conditions. Capitalised terms not defined here have the meaning given in Annexure 1.

A] The Partner shall:

1. Adhere to all applicable laws, rules, regulations, guidelines and directives issued by any statutory or regulatory authority as applicable from time to time, including the directions of the Reserve Bank of India applicable to sourcing / recovery agents of regulated entities (including the Digital Lending Directions and the Fair Practices Code), the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, TRAI regulations and consumer protection laws.

2. Act with all reasonable diligence and in good faith, observe all instructions of Flexifee from time to time, act in Flexifee's interest and use best endeavours to increase the business.

3. Perform its duties and act in the best interest of Flexifee while referring enquiries / leads, and not indulge in any unfair practice or malpractice that could affect the interest of Flexifee, its Lending Partners, Partner Schools or customers.

4. Ensure that every enquiry / lead is submitted only through the Flexifee app, web platform or the application form prescribed by Flexifee, duly completed in all respects, within 24 hours of receipt of the complete application and documents. The Partner shall not accept any processing fee, instalment, cash or cheque from any customer or school, in its own name or otherwise.

5. Ensure that Potential Customers provide correct and accurate information in the application, and explain and assist in the process of filling the application and linked services, if any.

6. Clearly disclose to every Potential Customer that the credit facility is provided by the Lending Partner (naming the Lending Partner), and ensure the customer receives the Key Fact Statement and terms provided through the Flexifee platform before acceptance. The Partner shall not represent itself as a lender, as an employee of Flexifee or its Lending Partner, or as a representative of the school.

7. Keep itself updated on the contact details of the Flexifee relationship manager assigned to complete onboarding, counselling and documentation of the leads.

8. Answer all queries raised by Potential Customers and Partner Schools relating to Flexifee products, and give proper guidance to facilitate the leads translating into disbursements.

9. Use the Partner Code / referral link allotted by Flexifee on every application before submission for processing.

10. Regularly provide updates to Flexifee with respect to the services, and meet the officials designated by Flexifee to review the Partner's performance at such intervals as may be agreed.

11. Maintain true and complete books and records of account in relation to the services and other information necessary to monitor the performance of the services.

12. Refrain from giving any impression that it can influence the sanction of a credit facility. Sanction is the sole decision of the Lending Partner.

13. Refrain from making any commitment as to the exact amount, tenure, cost or approval of any credit facility, or as to conditions that may be stipulated by the Lending Partner.

14. Refrain from manipulating, fabricating or hiding any facts, information or documents that the Potential Customer is required to provide.

15. Process personal data of customers, students and schools only for the purpose of these services and with the consent of the data principal; not store it beyond what is necessary; not share it with any person without the prior written approval of Flexifee; return or delete it on request or on termination; and report any data breach to Flexifee within 24 hours of becoming aware of it.

16. Refrain from collecting any favour, whether in cash or in kind, or any other consideration, from customers or schools for referring or processing an application.

17. Ensure that no officer, director or employee of Flexifee or its Lending Partners, or any immediate family member, has received or will receive anything of value of any kind from the Partner or its personnel in connection with these services, and that none of them has a business relationship of any kind with the Partner or its personnel.

18. Not enter into any unauthorised transaction with anyone (including representatives of Flexifee), make undue financial gain, conceal facts or take undue advantage of its contractual relationship with Flexifee.

19. Not offer any discount, rebate, cashback or other inducement to Partner Schools or customers that is not approved in writing by Flexifee, and not enter into any side arrangement with a Partner School concerning fees, subvention or commissions.

20. Provide necessary training to its employees / staff, including on this Code of Conduct and data protection, to enable them to render professional services.

21. Ensure that its employees / representatives are appropriately dressed in formal attire and carry an identity card stating that he / she is a representative of a Flexifee Channel Partner while meeting customers or schools.

22. Not call numbers registered on the Do Not Disturb (DND) list under TRAI regulations, unless prior customer consent is on record.

23. Obtain a declaration, in the format provided by Flexifee, from each employee / representative before assigning duties.

24. Note that the services are on a principal-to-principal basis and do not create any employer-employee, partnership, franchise or principal-agent relationship between Flexifee and the Partner. The Partner shall not represent or designate its business premises as an office of Flexifee.

25. Ensure that its employees and staff do not claim any employment or interest in the services of Flexifee and do not raise any industrial dispute, directly or indirectly, against Flexifee. The Partner alone shall be liable to comply with all laws in respect of the employees and staff engaged by it, and shall inform them accordingly and obtain their consent.

26. Not make any representation or warranty for and on behalf of Flexifee or its Lending Partners, or enter into any contract or arrangement on their behalf.

27. Not engage in any collection or recovery activity in respect of any credit facility unless separately authorised in writing by Flexifee and the Lending Partner.

28. Note that termination of the services in any circumstances shall not affect or prejudice any right accrued to Flexifee prior to such termination.

29. Note that no payout shall accrue to the Partner for leads disbursed after the effective date of termination, unless otherwise agreed in writing by Flexifee.

30. Note that upon termination, the Partner Code issued to the Partner shall stand cancelled forthwith, and the Partner shall not source any enquiries or provide any information about Flexifee products to anybody. Flexifee reserves the right to publish a notice of discontinuance and caution the public not to deal with the Partner. The Partner shall forthwith return all marketing material, brochures, identity cards, forms and platform credentials, and shall not use any representation of Flexifee in any form.

31. Not display any brand name, trade name, trade mark, logo or product name of Flexifee, Annun Fintech Private Limited, its Lending Partners or Partner Schools in any sales or marketing material, advertisement, website, social media or WhatsApp communication without the prior written permission of Flexifee. No right to use any such mark is transferred to the Partner by virtue of these services.

32. Note that information about products, loans granted, Partner Schools, pricing and Flexifee's business model shall remain the exclusive property of Flexifee, and the Partner shall not divulge such confidential information to any person or use it for any purpose other than the services, without the prior written consent of Flexifee.

33. Co-operate fully in defending any claim by any local, state or central authority against Flexifee with respect to any levies, taxes, duties, fines and / or penalties due and payable by the Partner, and indemnify Flexifee fully against the same and against any resulting claims or losses. This provision shall survive termination.

34. Be liable to pay to Flexifee, on demand, any amount determined by Flexifee to be due under these terms. Flexifee shall be entitled to adjust such amounts against future payouts due to the Partner and / or against the Security Deposit.

35. Note that, notwithstanding any other provision, in no event shall Flexifee be liable to the Partner for loss of profits or revenues, or for indirect, consequential or similar damages arising out of or in connection with the services.

36. Ensure that any notice or communication, including any change in address, email or contact person, is communicated immediately in writing and delivered by hand, registered post, courier or confirmed email (with a hard copy by registered post) to the registered office of the other party, failing which any notice sent to the last known address shall be deemed served.

37. Pay all applicable taxes to the respective authorities without any evasion or default.

38. Perform its obligations by itself, and not assign, transfer or sub-contract (including through sub-agents) any of its rights or obligations without the prior written consent of Flexifee. Any such attempted assignment, transfer or sub-contract shall be void. Flexifee may assign this engagement to any entity at its sole discretion.

39. At all reasonable times, after written notice and within normal business hours, permit authorised representatives of Flexifee and its Lending Partners to visit, inspect and review its books and records relating to the services and to take copies thereof. The Reserve Bank of India and other competent authorities shall also have the right to inspect the Partner and its books and accounts.

40. Not resort to intimidation or harassment of any kind, verbal or physical, against any Potential Customer, parent, student, school staff or borrower.

41. Abide at all times by the Channel Partner Code of Conduct set out below and the Fair Practices Code of Flexifee and of its Lending Partners.

42. Maintain the interest-free Refundable Security Deposit of Rs. 10,000/- (Rupees Ten Thousand Only) with Flexifee for the duration of the engagement. The Security Deposit shall be refunded within 45 days of termination after adjustment of dues, and may be adjusted or forfeited in the circumstances set out in Annexure 1.

43. Note that Flexifee reserves the right to amend these terms and conditions from time to time. Amendments shall be notified to the Partner and published on the Flexifee website, and the Partner shall abide by the same.

The above terms and conditions, as applicable, shall also be binding on other service providers engaged by Flexifee for similar services.

Flexifee Code of Conduct

Code of Conduct for Channel Partners and Direct Selling Agents

This Code of Conduct applies to all Channel Partners appointed by Annun Fintech Private Limited (Flexifee) and to every person involved in marketing and distributing Flexifee products on their behalf. The Partner and its employees / representatives must agree to abide by this Code before undertaking any marketing activity for Flexifee. Any employee / representative found violating this Code may be blacklisted, and such action shall be reported to Flexifee. Flexifee may terminate or permanently blacklist any Partner that fails to comply. A declaration in the format at the end of this Annexure shall be obtained from each employee / representative before assigning duties.

1. Contacting a prospective customer

A parent / guardian may be contacted for Flexifee products only when:

• he / she has expressed interest through the Flexifee website, app, helpline or Partner School, or has been referred by another customer; or

• his / her name and contact details have been obtained with consent, or shared by the Partner School with the parent's consent.

Students shall never be contacted directly for any purpose. Numbers flagged in any Do Not Call / DND list shall not be called. The Partner shall comply with TRAI guidelines and all laws relating to its employees.

2. When to contact a prospective customer

Telephone contact shall normally be limited to between 0800 hrs and 1900 hrs, and only when the call is not expected to inconvenience the customer. Calls outside these hours may be made only when the customer has expressly authorised it, orally or in writing.

3. Respect for privacy and dignity

The customer's interest may be discussed only with him / her, or with another family member only when authorised by the customer. A student's fee status, dues or application shall never be discussed in front of other parents, students or school staff who are not authorised.

4. Leaving messages

Calls must first be placed to the customer. If the customer is unavailable, a message may be left only to request a call back, in the following form: "Please inform that ____________ (name), representing ____________ (Partner name), a channel partner of Flexifee, called and requested a call back on ____________ (phone number)." The message must indicate that the call relates to a Flexifee fee instalment product.

5. No misleading statements or misrepresentation

The Partner and its employees / representatives shall not:

• mislead the customer on any product, charge, interest, tenure or feature offered through Flexifee;

• mislead the customer about their own name or organisation, or falsely represent themselves as Flexifee, the Lending Partner or the school;

• state or imply that the school mandates the use of Flexifee, or that admission or continuation depends on it;

• make any false or unauthorised commitment on behalf of Flexifee or its Lending Partners.

6. Telemarketing etiquette

Pre-call: No calls before 0800 hrs or after 1900 hrs unless specifically requested. No serial dialling. No calling on lists unless the list is cleared by Flexifee.

During the call: Identify yourself, your organisation and Flexifee as principal; request permission to proceed and, if denied, apologise and politely disconnect; state the reason for the call; never interrupt or argue; speak in the language most comfortable to the customer (Telugu, Hindi, English or other); keep the conversation to business; check the customer's understanding of the Key Fact Statement and Most Important Terms and Conditions before he / she applies; reconfirm the next call or visit; share your phone number, your supervisor's name or the Flexifee contact if asked; and thank the customer for his / her time.

Post-call: Customers who have declined shall not be called again with the same offer for the next 3 (three) months. Share with Flexifee the details of customers who wish to be flagged "Do Not Call". Do not handle calls on facilities already disbursed; direct such customers to Flexifee customer support at support@flexifee.in.

7. Gifts or bribes

Employees / representatives of the Partner shall not accept gifts or bribes of any kind from customers or schools. Any employee / representative who is offered a bribe or payment of any kind by a customer or school must report it to his / her management and to Flexifee.

8. Precautions on visits and school campuses

• Visit a school campus only with the prior permission of the school management, and approach parents at school events only with the school's approval.

• Respect personal space and maintain adequate distance; do not enter a customer's residence or office against his / her wishes.

• Do not visit in large numbers: not more than one representative and one supervisor, if required.

• If the customer is not present and only family members or office staff are present, end the visit with a request for the customer to call back.

• Provide your phone number, your supervisor's name or the Flexifee contact details if asked, and limit discussion to business, maintaining a professional distance.

9. Digital, social media and WhatsApp communication

Use only creatives, messages and links approved by Flexifee. Do not send bulk or unsolicited messages, create groups of parents without consent, or run paid advertisements using the Flexifee name without written approval.

10. Complaints and grievances

Forward any customer or school complaint to Flexifee within 24 hours of receipt, and share the Flexifee Grievance Redressal Officer's contact details with any customer who asks for them: Mr. Kiran Varma P, Chief Operating Officer, Email: kiran@flexifee.in, Phone: +91 95781 75555.