Introduction

In the accompanying analysis of financial information, we sometimes use information derived from consolidated unaudited 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 unaudited consolidated condensed financial statements and notes to the unaudited consolidated condensed 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 absence of liquidity in capital markets with third parties and or related

parties;

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

fund business development activities and pursue acquisition opportunities;

· our ability to find, negotiate and close acquisition opportunities at

appropriate risk-adjusted returns and market rates;

· our ability to extend, where needed maturities on existing notes;

· our ability to raise equity capital at the right market terms;

· the initiation of new legal proceedings;

· our ability to effectively manage our regulatory and contractual compliance

obligations;

· our ability to contain and reduce our operating costs;

· the loss of the services of our directors and officers and senior managers;

· uncertainty related to general economic and market conditions, travel and

hospitality market conditions;

· uncertainty related to our ability to integrate the operations of PRAMA, a 51%

equity interest subsidiary to our eCommerce Aggregator business;

· uncertainty related to our ability to conduct future acquisitions to gain

economies of scale and to leverage travel network synergistic benefits;






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· credit losses sustained in the event of a failure or lack of insurance coverage

from the Deposit Insurance and Credit Guarantee Corporation of India for bank

balances maintained in India; and

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


   realization of assets.

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.

Beginning in December 2019, after September 30, 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 Form 10-Q, hotels, flights, trains and buses are operating to varying degrees by region.

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 three and six month periods ended September 30, 2019. Management is assessing and monitoring the potential future impact of the pandemic and expects the impact to be materially adverse to its Indian operations, vendors, customers, lessors and employees' health, but cannot presently estimate the degree and severity of the adverse impact. 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.

The Company will require additional capital and may also require additional financing from related or third parties in the event that operations do not generate the expected revenues or a recurrence of Covid-19 were to cause another suspension of operations. Such additional capital or financing may not be available on favorable terms, or at all. Due to these factors, substantial doubt exists about the Company's ability to continue as a going concern through September 2021, which is 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, including closure of certain operations and or disposals of assets. Because such contingency plans have not been finalized (because the specifics would depend on the situation at the time), such actions also are not considered probable. Because, neither receipt of future equity or loan support, nor management's contingency plans to mitigate the risk and extend cash resources through September 2021, are considered probable, substantial doubt is deemed to exist about the Company's ability to continue as a going concern.

The financial statements for the three and six months ended September 30, 2019, 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 because the events leading to the uncertainty arose after September 30, 2019.





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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 September 30, 2019. 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. Our focus is 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. The Parent's economic interests in PRAMA's subsidiaries is below 51%, due to non-controlling interests in Tier 2 and Tier 3 subsidiaries.

The Indian hospitality and e-Commerce aggregator businesses have been materially impacted by the covid-19 pandemic. Future operations are expected to be radically different than the conditions existing as of September 30, 2019.

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 a network of over 12,000 registered agents in India as of September 30, 2019.

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.

The eCommerce Aggregator segment has been materially impacted by the covid-19 pandemic and future results will be materially different from historical results.





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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.





                   Quarter ended September 30,       Six months ended September 30,
                      2019             2018             2019               2018
  Gross Bookings1  $22,436,682      $26,692,459      $37,479,232        $40,412,988
  Net revenues      $186,193          $84,583         $318,313           $180,223
  Revenue Margin2     0.83%            0.32%            0.85%              0.45%

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.

Gross Bookings decreased for the three and six month period ended September 30, 2019 compared to the comparable periods in 2018 due to decreased transaction volume. Net revenues increased for the three and six month period ended September 30, 2019 compared to the comparable periods in 2018 primarily due to increases in money transfer revenues included in Other revenues, which also has a higher revenue margin than Air, Rail ticketing and vacation packages.

Money transfer revenues, where the Company receives a commission on the amount of money transferred, may be associated with travel booked, or independent of travel booked and reflects an increasing component of the total net revenues for the eCommerce Aggregator segment. Money transfer is a volatile and fast changing sector within India and is subject to high levels of volatility and seasonality.

Hospitality business overview

We look at the number of keys (available rooms), number of properties by brand and the number of cities as a measure of our geographical reach. We believe revenue per available room ("RevPar"), average daily rate ("ADR") and average occupancy ("Occupancy") reflect appropriate metrics for our hospitality segment. We believe RevPAR, which we calculate by dividing room sales for comparable properties by room nights available for the period, measures the period-over-period change in room revenues for comparable properties. RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our fee revenue. Occupancy, which we calculate by dividing occupied rooms by total rooms available, measures the utilization of a property's available capacity. ADR, which we calculate by dividing property room revenue by total rooms sold, measures average room price and is useful in assessing pricing levels. We plan to measure our performance on a constant Indian Rupee basis and therefore US Dollar translations may experience currency fluctuations which do not impact underlying local performance. We do not plan to calculate constant dollar statistics, for example, by applying exchange rates for the current period to the prior comparable period. We define our comparable properties as our properties that were open and operating under one of our brands since the beginning of the last full calendar year and have not, in either the current or previous year: (i) undergone significant room or public space renovations or expansions, (ii) been converted between our hotel brands, (iii) sustained substantial property damage or business interruption; or (iv) changed contractual terms.

Given the transaction occurred on April 22, 2019, we believe that consistent period on period performance will not be meaningful for a period of time. Equally the covid-19 pandemic has adversely materially impacted our operations from the March 2020 onwards.

We earn base management fees and in certain cases incentive management fees from the properties that we manage. In most markets, base management typically consist of a percentage of property-level revenue, while incentive management fees typically consist of a percentage of net profit, adjusted for certain contractually agreed items.

Through September 30, 2019, we invested in our brands by means of new, refreshed, and reinvented properties, new room and public space designs, and enhanced amenities, technology offerings, and guest experiences.





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The hospitality segment has been materially impacted by the covid-19 pandemic and future results will be materially different from historical results.

CONSOLIDATED RESULTS OF OPERATIONS





Acquisition of PRAMA

The acquisition of PRAMA on April 22, 2019, had a material impact on the results of operations, for the quarter ended September 30, 2019 and the six month period ended September 30, 2019. Accordingly, the comparable results for the periods ended September 30, 2018 and the six month period ended September 30, 2018, which do not include PRAMA are not comparable to the results for the quarter ended and six month period ended September 30, 2019, which do include the results of PRAMA, on a post-close basis. 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 Condensed Financial Statements (unaudited). 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.

The eCommerce Aggregator segment results improved at the net revenue line, but deteriorated at the loss from operations level, but overall, compared to the PRAMA acquisition did not have a meaningful impact on the results of the Company. The eCommerce Aggregator business is not of a sufficient scale to bear the demands of being a publicly listed company with material financial reporting and internal control weaknesses.

The Hospitality segment improved at the revenue level, but continued to be loss making as it expanded its operations in terms of number of hotels managed.

CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES

Cash Requirements and Our Credit Facility

The Company does not maintain a credit or borrowing facility. The Company has $910,096 of cash and cash equivalents as of September 30, 2019 but its current liabilities of $7,914,765, exceeded its current assets of $4,871,720 as of September 30, 2019.

As of September 30, 2019, the Company has loans due to related parties, with Takniki Communications, Inc for $695,000, with maturation December 31, 2019 and with Mr. Mahesh Ghandi for $338,263 with no formal maturity date. Takniki Communications, Inc is an entity controlled by the Company's Director, Mr. Sachin Mandloi and Mr. Mahesh Ghandi is a principal shareholder in PRAMA and in the Company. The Takniki Communications, Inc., note was not converted into share capital of the Company on December 31, 2019, it has been extended on informal terms.

On April 16, 2019, the Company borrowed $300,000 from ARNA Global LLC, an entity owned and controlled by Mr. Sharma, its President and CEO, to partially fund the acquisition of PRAMA. During the quarter ended June 30, 2019, $100,000 was re-paid and the remaining $200,000 balance was repaid on July 8, 2019. The loan was unsecured and bears interest at 10% per annum.

The loans with third parties do not include financial covenants or a requirement that the Company maintains certain financial ratios, however the loan of $521,991 as of September 30, 2019 with Small Industries Development Bank of India, whereby the counterparty has the right to convert the loan into equity capital of PRAMA and is secured by: a) A senior secured charge on all moveable assets located at a contract hotel in Ahmedabad, India; b) Pledged deposit of approximately $80,000 (5 million Indian Rupees); c) mortgage of leasehold rights in the lease contract for the contract hotel in Ahmedabad, India; d) Guarantee of Prama Consultancy Services Pvt. Ltd a related party of the Company; and e) the personal guarantees of Messrs. Mahesh Gandhi and Pravin Rathod. The loan has a maturation of December 31, 2021 and bears interest at 15.5% per annum.

The loan with NeoGrowth Credit Private Limited with $22,735 owing as of September 30, 2019, matures March 21, 2020. The loan has an embedded finance charge of 18% interest. The loan was repaid in March 2020.





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As part of the acquisition of PRAMA, the Company assumed an amount owing to Advance Finstock Private Limited for $71,905, $75,950 and $77,334 as of April 22, 2019, June 30, 2019 and September 30, 2019, respectively. This is an undocumented informal loan agreement. The informal arrangement incurs interest at 18% per annum. The amounts due were not collateralized. The accrued but not paid interest on this loan as of September 30, 2019 amounted to $6,558. See note 16 - Reclassifications.

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.

If conditions in the travel and hospitality lodging industry deteriorate, or if disruptions in the capital markets take place as they did in the immediate aftermath of both the 2008 worldwide financial crisis and the events of September 11, 2001, we may be unable to fund operations on a temporary or extended basis.

Cash and cash equivalents totaled $910,096, as of September 30, 2019, a decrease of $319,916 from March 31, 2019, primarily reflecting $1,058,324 of cash proceeds from the issuance of common stock and exercise of warrants, offset by $971,910 net cash paid during the period for the acquisition of a 51% equity interest in PRAMA, $209,339 cash outflow from operations during the period and $126,438 purchase of fixed assets, offset by other movements.

Our ratio of current assets to current liabilities was approximately 0.6 for both September 30, 2019 and March 31, 2019. During the intervening period we acquired PRAMA on April 22, 2019, however, the acquisition of PRAMA did not adversely impact our current ratio. Our current ratio as of present is substantially different from historical results due to the impact of the covid-19 pandemic.

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.

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.

The Hospitality segment is impacted by seasonality which will be discussed in the financial statements for the year ending March 31, 2020 in accordance with item Item 101(c)(l)(v) of Regulation S-K. There is no requirement to discuss seasonality in interim reports where the disclosure of the effects are not material.

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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