The following discussion should be read in conjunction with our audited
consolidated financial statements and the related notes that appear elsewhere in
this annual report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include but are not limited to
those discussed below and elsewhere in this annual report, particularly in the
section entitled “Risk Factors” of this annual report.

Our audited consolidated financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

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We are an “emerging growth company,” as defined under the federal securities
laws and, as such, we have elected to comply with certain reduced public company
reporting requirements for this and future filings. For as long as we continue
to be an emerging growth company, we may take advantage of exemptions from
reporting requirements that apply to other public companies that are not
emerging growth companies. Investors may find our common stock less attractive
because we may rely on these exemptions, which include not being required to
comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously
approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. We have elected to opt out of the extended transition period for
complying with the revised accounting standards. If investors find our common
stock less attractive as a result of exemptions and reduced disclosure
requirements, there may be a less active trading market for our common stock and
our stock price may be more volatile or may decrease.

Introduction


In the accompanying analysis of financial information, we sometimes use
information derived from consolidated financial data but not presented in our
financial statements prepared in accordance with U.S. GAAP. Certain of these
data are considered “non-GAAP financial measures” under SEC rules. See the
Non-GAAP Financial Measures section for the reasons we use these non-GAAP
financial measures and the reconciliations to their most directly comparable
GAAP financial measures. Certain columns and rows within the tables may not add
due to the use of rounded numbers. Percentages presented are calculated from the
underlying numbers. Discussions throughout this Management Discussion & Analysis
(“MD&A”) are based on continuing operations unless otherwise noted. The
Management Discussion and Analysis should be read in conjunction with the
consolidated financial statements and notes to the consolidated financial
statements.

Promoters


The promoters and founders of the Company are Deepak Sharma, president and CEO /
CFO and Sachin Mandloi, vice president and director. Transactions with the
promoters are disclosed in the financial statements.

Forward-Looking Statements


The Company makes forward-looking statements in Management’s Discussion and
Analysis of Financial Condition and Results of Operations and elsewhere in this
report based on the beliefs and assumptions of our management and on information
currently available to us. This report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical fact included in this report, including,
without limitation, statements regarding our financial position, business
strategy and other plans and objectives for our future operations, are
forward-looking statements. These statements include declarations regarding our
management’s beliefs and current expectations. In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,” “should,”
“could”, “intend,” “consider,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict” or “continue” or the negative of such terms or other
comparable terminology. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain. Our business has been
undergoing substantial change, which has magnified such uncertainties. Readers
should bear these factors in mind when considering forward-looking statements
and should not place undue reliance on such statements. Forward-looking
statements involve a number of assumptions, risks and uncertainties that could
cause actual results to differ materially from those suggested by such
statements.

Any number of risks and uncertainties could cause actual results to differ
materially from those we express in our forward-looking statements, including
the risks and uncertainties we describe below and other factors we describe from
time to time in our periodic filings with the SEC. We therefore caution you not
to rely unduly on any forward-looking statement. Important factors that could
cause actual results to differ include, but are not limited to, the risks
discussed in “Risk Factors” and the following:

· the material adverse impact of the covid-19 pandemic and the associated

governmental restrictions on travel and hospitality and the extent of social

distancing and shelter in place behavior conducted by consumers;

· the safety, efficacy, distribution, cost and availability of covid-19 vaccines

and therapeutic and hospital treatments for covid-19 impacting travel and

hospitality;

· the absence of liquidity in capital markets with third parties and or related

parties;

· the adequacy of our financial resources, including our sources of liquidity,

   including our ability to extend maturities on existing notes, our ability to
   raise equity capital at the right market terms and our ability to contain and
   reduce our operating costs; and

· uncertainty related to our reserves, valuations, provisions and anticipated

   realization of assets.




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Further information on the risks specific to our business is detailed within
this report, including under “Risk Factors.” Forward-looking statements speak
only as of the date they were made, and we disclaim any obligation to update or
revise forward-looking statements whether because of new information, future
events or otherwise.

Substantial doubt is deemed to exist concerning our ability to continue as a
going concern

Management must evaluate whether there are conditions or events, considered in
the aggregate, that raise substantial doubt about the Company’s ability to
continue as a going concern within one year after the date that the financial
statements are issued. This evaluation initially does not take into
consideration the potential mitigating effect of management’s plans that have
not been fully implemented as of the date the financial statements are issued.
When substantial doubt exists under this methodology, management evaluates
whether the mitigating effect of its plans sufficiently alleviates substantial
doubt about the Company’s ability to continue as a going concern. The mitigating
effect of management’s plans, however, is only considered if both (1) it is
probable that the plans will be effectively implemented within one year after
the date that the financial statements are issued, and (2) it is probable that
the plans, when implemented, will mitigate the relevant conditions or events
that raise substantial doubt about the entity’s ability to continue as a going
concern within one year after the date that the financial statements are
issued. Generally, to be considered probable of being effectively implemented,
the plans must have been approved before the date that the financial statements
are issued.

The Company has historically incurred operating losses and experienced cash
outflows from operations and has an accumulated deficit. The Company has also
been historically reliant on loans from related parties, loans from third
parties and sales of equity securities to fund operations, working capital and
complete acquisitions. These trends are expected to continue for the medium
term. To the extent that sales of equity securities are not sufficient, the
Company expects to curtail or defer discretionary expenses.

Beginning in December 2019, China, experienced an outbreak of a highly
infectious form of a respiratory infection caused by a novel Coronavirus. The
disease caused by the novel Coronavirus was later termed Covid-19. On March 11,
2020
the World Health Organization declared the Coronavirus outbreak a global
pandemic. India reported its first Covid-19 infection in the city of Thrissur,
in the state of Kerala, India on January 30, 2020 and the first case fatality on
March 10, 2020 in the state of Karnataka, India. On March 25, 2020, India’s
Prime Minister Narendra Modi announced a 21-day nationwide lockdown in response
to the Covid-19 pandemic. To comply with the Indian lockdown, the Company closed
all of its hotel operations, which impacts the Hospitality segment. Also as a
result of the Indian lockdown, the Indian government temporarily suspended
flights, trains and buses which impacts the e-Commerce Aggregator segment. On
June 1, 2020, India partially lifted its lockdown, however the Hospitality and
e-Commerce Aggregator segments are still materially adversely impacted by
Covid-19. As of the date of filing this Annual Report, hotels, flights, trains
and buses are operating to varying degrees by region, however the impact of
subsequent waves of COVID-19 on India has been material and severe.

The Company does not have operations in China and the Coronavirus pandemic did
not have any impact on the operations or financial results of the Company for
the period ended March 31, 2020. However, the pandemic did have a material
adverse effect to the Company’s Indian operations, vendors, customers, lessors
and employees’ health, balance sheet, liquidity, statement of operations and
future prospects for the period ended March 31, 2020 and onwards. As of today’s
date, management is in the process of implementing various cost reduction
efforts to conserve cash and liquidity, including reducing staffing levels and
potentially closing certain hotels permanently, but has not reached fixed
conclusions.

Without new equity or loan support and reductions in operating expenses, the
Company would not be able to support the current operating plan through twelve
months after the date the financial statements are issued. No assurance can be
given at this time, however, as to whether we will be able to raise new equity
or loan support and / or reduce operating expenses. Due to these factors,
substantial doubt exists about the Company’s ability to continue as a going
concern through twelve months after the date that the financial statements are
issued. If the Company does not obtain sufficient funds when needed, the Company
expects it would reduce its operating expenses and defer vendor payments.
Management is working on the plan for the business restructuring to ensure the
liquidity for the operations and has realigned its focus and strategy on the
ecommerce business after PRAMA deconsolidation. Management has taken the steps
to reduces the losses significantly by cutting the cost and manpower. Management
and existing stockholder plan to support the company in its operational expenses
and working capital. The financial statements for the period ended March 31,
2020
, do not include any adjustment relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should we be unable to continue as a going
concern.

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Owing to the effects of the pandemic, potential investors and readers of these
financial statements should not rely on the consolidated statement of
operations, balance sheet, cash flow, equity / deficit and comprehensive loss as
being indicative of current trading and or liquidity and balance sheet.
Management recorded impairments of goodwill, intangible and fixed assets for the
period ended and as of March 31, 2020.

Overview


The Company is an eCommerce aggregator and a hospitality management company. An
aggregator model is a form of eCommerce whereby our website, www.tripborn.com
aggregates, information on various travel and hospitality vendors and presents
them on a single platform, to ease, facilitate, coordinate, and effectuate
consumer travel and hospitality needs. The Hospitality segment is an Indian
based operator of 24 hotel properties in 18 cities with 1,230 keys under 4
brands (Mango Hotels, Mango Suites, Mango Hotels Select, i-Stay Hotels) as of
March 31, 2020. Mango Suites Select and Apodis Collection are brands under
development. APODIS and IntelliStay function as umbrella brands.

The eCommerce aggregator business functions as a Last Mile Commerce and
Connectivity aggregator that delivers product and services to offline consumers
using a service agent network in India through our website. Currently, we
operate as a business to business, or B2B, Last Mile Commerce platform that
serves business agents and companies based in India in providing travel and
financial services products for their offline customers. Through our website,
our business or travel agents can search and book domestic and international air
tickets, hotels, vacation packages, rail tickets and bus tickets, as well as
ancillary travel-related services and financial services including money
transfer bill payment, and Micro ATM products. The eCommerce Aggregator segment
operates through Sunalpha Green Technologies Private Limited (“Sunalpha”), a
wholly owned subsidiary.

The hospitality business is comprised of our 51% equity interest in our
subsidiary, PRAMA, which was acquired on April 22, 2019. Our brands strive to
highlight friendly service and reflects a local spin on the travel experience in
an environment that allows customers to feel welcome and at home while paying a
budget price. For the periods included in this discussion our focus was to
anticipate guest needs and pleasantly surprise them with our customer service.
Under our asset-light business model, we manage hotels, rather than owning them.
Currently, due to the covid-19 pandemic, we are seeking to minimize operating
costs and manage occupancy to minimize cash flow losses.

eCommerce Aggregator business overview

We have built, advanced and secure, service-oriented technology platforms, that
integrate our sales, customer service and fulfillment operations. Our website is
hosted in the cloud and is used by our B2B customers or service agents to enable
them to sell our full suite of online travel services to their customers. Our
technology platforms are scalable and can be augmented to handle increased
traffic and complexity of products with limited additional investment, an
example of which is the high traffic generated by promotional rates offered
simultaneously by multiple travel operators and suppliers. Our website
facilitates the requirements of the growing Indian middle-class travel market,
which is characterized by lower rates of internet penetration and digital
technology, when compared to more developed countries.

We have designed our customer facing websites to be user-friendly to our B2B
customer, providing our customers with extensive low-price options and
alternative routings. We continuously make improvements to our online booking
platforms to enhance the user experience by focusing on automation. Our
cloud-based platform has been designed to link to our multiple suppliers’
systems either through “direct connects” or a global distribution system
(“GDS”), we use both Amadeus and Galileo, and are capable of delivering
real-time availability and pricing information for multiple options
simultaneously. Our platform is hosted by a cloud-based IBM service, which
provides a high degree of reliability, security and scalability and helps us to
maintain adequate capacity. Since commencing operations as an online travel
agent, we have steadily worked to add suppliers in order to provide additional
services and better pricing for our service agent customers. As internet
penetration in India continues to increase, we anticipate that we will be in a
position to use our established platform to offer travel services and related
services directly to consumers. We believe our online platform is scalable for
suppliers and transactions.

Currently, due to the covid-19 pandemic, we are seeking to minimize operating
costs to minimize cash flow losses.

eCommerce Aggregator operating metrics

In evaluating our eCommerce Aggregator business, we use operating metrics,
including gross bookings and revenue margin. Gross bookings are a measure of the
total dollar volume of transactions that we process and is used by us to measure
our scale and growth. We calculate revenue margin as revenue as a percentage of
gross bookings.

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                                          Year ended March 31,
                                           2020          2019
                    Gross Bookings1     $77,251,882   $71,860,637
                    Net revenues         $701,216      $472,052
                    Revenue Margin2        0.9%          0.7%



1* Gross bookings represent the total retail value of transactions booked
through us, generally including taxes, fees and other charges, and are generally
reduced for cancellations and refunds. Gross bookings differ from the Company’s
net revenues, which reflect the revenue earned by the Company.

2* Revenue margin is defined as Net revenues as a percentage of gross bookings.

CONSOLIDATED RESULTS OF OPERATIONS

Impact of CIVID-19


The pandemic had a material adverse impact on the Company and the Company is not
profitable and is under capitalized. There are substantial doubts over the
Company’s ability to continue as a going concern.

Acquisition of PRAMA


The acquisition of PRAMA on April 22, 2019, had a material impact on the results
of operations for the year ended March 31, 2020. Accordingly, the results for
the year ended March 31, 2019, which did not include the results of PRAMA, are
not comparable. Equally, the PRAMA acquisition had a material impact on the
liquidity and capital resources of the Company. The impact of the PRAMA
acquisition on the post close results and the balance sheet is shown in the
Company’s segmental disclosure. PRAMA’s results, scale and operations are
significantly larger than the eCommerce Aggregator segment. Also, the effects of
the PRAMA acquisition impacted every significant line item in the statements of
operations and balance sheet.

The pro forma combined revenues and net loss before income taxes, for the
combined entity, as though the acquisition of PRAMA had occurred on April 1,
2018
, for the respective periods are shown in Note 1 of our Consolidated
Financial Statements. The Company does not believe that presenting pro forma
information for PRAMA, over and above what is disclosed in the segmental
information above, would be meaningful at this time.

Deconsolidation of PRAMA


The deconsolidation of PRAMA on January 1, 2020, had a material impact on the
results of operations for the year ended March 31, 2020. Accordingly, the
results for the year ended March 31, 2019, which did not include the results of
PRAMA, are not comparable. Equally, the PRAMA deconsolidation had a material
impact on the liquidity and capital resources of the Company. The impact of the
PRAMA acquisition on the post close results and the balance sheet is shown in
the Company’s segmental disclosure. PRAMA’s results, scale and operations are
significantly larger than the eCommerce Aggregator segment. Also, the effects of
the PRAMA deconsolidation impacted every significant line item in the statements
of operations and balance sheet.

CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES

Cash Requirements and Our Credit Facility

The Company does not maintain a credit or borrowing facility. The Company is not
profitable and there is substantial doubt over its ability to continue as a
going concern. The cash and cash equivalents, current assets, current
liabilities, loans to third parties and loans to related parties are disclosed
in the consolidated balance sheets and notes to the accounts. The consolidated
cash flow statement is disclosed in the financial statements.

The Company has historically incurred operating losses and experienced cash
outflows from operations. The Company has also been historically reliant on
loans from related parties, loans from third parties and sales of equity
securities to fund operations, working capital and complete acquisitions. These
trends are expected to continue for the medium term. The Company continues to
raise funds from the sale of equity securities. To the extent that sales of
equity securities are not sufficient, the Company expects to curtail or defer
discretionary expenses and or curtail or scale back future acquisitions.

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Owing to COVID-19, we may be unable to fund operations on a temporary or
extended basis. We monitor the status of the capital markets and regularly
evaluate the effect that changes in capital market conditions may have on our
ability to survive through COVID-19.

We do not own hotel properties, and do not plan to own hotel properties in the
future. We also do not plan to invest significantly in property, plant and
equipment. Our property, plant and equipment purchases tend to be ancillary in
nature to the needs of our Hospitality business segment.

The current focus of management is to minimize operating expenses and limit cash
outflows for the duration of the covid-19 pandemic and associated consumer
reluctance to travel and spend until vaccines and therapeutic treatments can
abate the health consequences of covid-19. We do not know the estimated duration
of the pandemic but do not expect the pandemic to end in the short and medium
term for India.

We do not believe a discussion of business segment performance for the year
ended March 31, 2020 is meaningful given the current economic and operating
environment. The historical results are not representative of current or future
results as we address the issues raised by covid-19.

There is no obligation for TripBorn to fund the operating losses and cash
requirements of PRAMA.

We will require additional capital to continue to fund our operations and will
look to raise funds through public and private offerings of our securities. Our
future liquidity needs are largely impacted by the adverse impact of the
Coronavirus pandemic on our operations together with legal and professional and
sales, general and administrative expenses. There are no assurances that these
steps will generate sufficient cash flow from operations or that we will be able
to obtain sufficient financing necessary to support our working capital
requirements. We can also give no assurance that additional capital financing
will be available, or if available, will be on terms acceptable to us. If
adequate working capital is not available, we may not be able to continue our
operations or execute our business plan. We expect to continue meeting part of
our financing and liquidity needs primarily through related and third party
borrowings and access to capital markets.

The Hospitality segment is impacted by Indian national holidays and festivals
which change region by region and tend to be spread throughout the year.
Accordingly, the Company did not experience significant seasonality during the
year ended March 31, 2020.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on its financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to stockholders.

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