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.





Forward-Looking Statements


This Annual 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. In the past, actual results have differed from those suggested by forward looking statements and this may happen again. Important factors that could cause actual results to differ include, but are not limited to, the risks discussed in "Risk Factors" and the following:

· adverse effects on our business because of regulatory investigations,

litigation, cease and desist orders or settlements;

· our ability to comply with the terms of our settlements;

· increased regulatory scrutiny and media attention;

· any adverse developments in existing legal proceedings or the initiation of new

legal proceedings;

· our ability to effectively manage our regulatory and contractual compliance

obligations;

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


   ability to sell, fund and recover advances, repay borrowings and comply with
   the terms of our debt agreements, including the financial and other covenants
   contained in them;

· our ability to interpret correctly and comply with liquidity, net worth and

other financial and other requirements of regulators as well as those set forth

in our debt and other agreements;

· our ability to invest available funds at adequate risk-adjusted returns;

· uncertainty regarding regulatory restrictions on our ability to repurchase our

own stock;

· volatility in our stock price;

· our ability to contain and reduce our operating costs;

· our ability to successfully modify delinquent loans, manage foreclosures and

sell foreclosed properties;

· uncertainty related to legislation, regulations, regulatory agency actions,

regulatory examinations, government programs and policies, industry initiatives

and evolving best servicing practices;

· the loss of the services of our senior managers and our ability to execute

effective chief executive and chief financial officer leadership transitions;

· uncertainty related to general economic and market conditions, delinquency

rates, home prices and disposition timelines on foreclosed properties;

· uncertainty related to our ability to continue to collect certain expedited

payment or convenience fees and potential liability for charging such fees;

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

realization of assets;

· uncertainty related to the ability of third-party obligors and financing

sources to fund servicing advances on a timely basis on loans serviced by us;

· uncertainty related to the ability of our technology vendors to adequately

maintain and support our systems, including our servicing systems, loan

originations and financial reporting systems;

· our ability to effectively manage our exposure to interest rate changes and

foreign exchange fluctuations;






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· our ability to meet capital requirements established by, or agreed with,

regulators or counterparties;

· our ability to protect and maintain our technology systems and our ability to

adapt such systems for future operating environments; and

· uncertainty related to the political or economic stability of the United States

and of the foreign countries in which we have operations; and

· our ability to maintain positive relationships with our large shareholders and


   obtain their support for management proposals requiring shareholder approval.



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.





COVID-19


COVID-19 has had an unprecedented impact on the travel industry and the Company. As the virus and efforts to contain it spread around the world, demand for Airlines, Railway and travel services have decreased significantly due to series of state wide lock-downs and travel restrictions across India. Our hospitality sector is also impacted and at our hotels occupancy dropped significantly. With COVID-19 we saw sudden, sharp declines in hotel occupancy, extending throughout the period and the current date. We experienced a record decline in our eCommerce Aggregator business and for certain periods closed all of our hotels. COVID-19 continues to constrain recovery and to have a significant negative impact on demand. COVID-19 also resulted in significantly lower new room additions than we had budgeted for 2020 and historically high levels of cancellations by group and other travelers for future periods. As a result, our revenues declined and our losses increased dramatically in 2020 compared to 2019. We continue to take measures to mitigate the negative financial and operational impacts of COVID-19 for our hotel owners and our ecommerce travel ticketing business, and we remain focused on taking care of our customer, guests and associates. We have made significant changes to our business and enhanced our liquidity position, while remaining focused on how to best position ourselves for recovery and for growth over the longer term. At the property level, we implemented plans to help our hotel owners and franchisees reduce their cash outlays and mitigate costs, and we implemented a multi-pronged platform to elevate cleanliness standards and hospitality norms for the health and safety of our guests and associates. At the corporate level, we made significant cuts in general and administrative costs and spending on capital and other investments and are continuing to develop restructuring plans to achieve cost savings specific to each of our company-operated properties. For further information about COVID-19's impact to our business, see Part I, Item 1A "Risk Factors" and Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."





REALIGNMENT OF CONTROL


Effective January 01, 2020, the Company has entered into Realignment of control Agreement with PRAMA for realignment of control of PRAMA and PRAMA businesses. As result of Realignment of Control Agreement with PRAMA whereby the Company no longer has the power to govern the financial and operating policies of PRAMA due to the loss of power to cast its votes at meetings of the Board of Directors other than in tandem with founders and management team of PRAMA; accordingly, the Company derecognized related assets, liabilities and noncontrolling interests of PRAMA. The Company did not receive any consideration in the deconsolidation of PRAMA. The cost of investment in PRAMA was fully impaired as PRAMA has a fair value of $0 as of January 1, 2020, through the current date.





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Overview




The Company is an eCommerce aggregator. An aggregator model is a form of eCommerce whereby our website, www.tripborn.comaggregates, 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 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. 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.

The 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 June 30, 2020.

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 June 30
                             2020         2019

Gross Bookings1*          $4,825,444   $15,042,550
Net revenues               $43,593      $132,120

Gross Bookings Margin2* 0.90% 0.88%

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* Gross bookings margin is defined as net revenues as a percentage of gross bookings.

The decrease in gross bookings is driven primarily by COVID-19 pandemic travel restriction and unavailability of services.





OUR STRATEGY


We believe that COVID-19 has impacted our business and our industry significantly, we continue to monitor the situation of COVID-19 pandemic and its impact on our business. Our objective is to continue to focus on reduction of cost, business re-structuring for the emerging opportunities and capture this growth through the following strategic initiatives:

· Build Technology to offer payment and digital service. We plan to build

technologies to support other value driven services to increase captive demand,

utilizing our last-mile-distribution network, by adopting new technologies, and

a deep customer focus to create stronger brand loyalty and customer engagement

experience. Our objective is to enable more users to be seamlessly connected to

our platform with the latest technology methods which include direct connects,

channel managers and direct integrations with various aggregators. We believe

that we can increase our total number of transactions as internet penetration

in India increases, by strengthening our distribution network, cross selling

other products and digital payment services.






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· Expand our service and product portfolio to enhance cross-selling


   opportunities.  We believe that expanding our service and product offerings
   (i.e. Money transfer and Payment services) is an important means of customer
   acquisition as the diversity of our services and products will improve our
   offerings to customers, attract more customers to our platform and which allow
   us to cross sell higher-margin service;

· Enhance our service platforms by investing in technology. We intend to continue


   to invest in technology to enhance the features of our services and alignment
   of our platform and technology assets with business objectives which can
   improve visibility into business operation and profitability, ensure
   transparency for optimal service delivery, reducing cost, offer new services to
   customers, and to create efficiency across our businesses by enabling control
   of every transactions; and

· Pursue selective strategic partnerships and acquisitions. In addition to


   organic growth, we will pursue strategic partnerships and targeted acquisitions
   that complement our service offerings, strengthen or establish our presence, or
   to gain access to technology and building brands.



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 undercapitalized. There are substantial doubts over the Company's ability to continue as a going concern.

Acquisition and Deconsolidation 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, 2020, which included the results of PRAMA until December 31, 2019. 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 September 30, 2020, 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.

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 incurred net losses from operations since inception. The net loss for the quarter ended June 30, 2020, was $163,886 and the accumulated deficit was $8,329,271 as of June 30, 2020. The Company's ongoing losses have had a significant negative impact on the Company's financial position and liquidity.

Cash and cash equivalents totaled $600,465, as of June 30, 2020, a increase of $178,556 from March 31, 2020, primarily reflecting reduction in the accounts receivable and current assets.

Our ratio of current assets to current liabilities was approximately 0.35 and 0.37, respectively for both June 30, 2020, and March 31, 2020. Our current ratio as of present is substantially different from historical results due to the impact of the covid-19 pandemic.

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.

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.

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.





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We do not believe a discussion of business segment performance for the period ended June 30, 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.

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.







                                                     Quarter ended       Quarter ended
                                                       June 30,            June 30,
                                                         2020                2019
Net revenues                                        $        43,593     $     1,825,858

Cost of revenues and expenses                              (190,404 )        (2,270,134 )

Loss from operations                                       (146,811 )          (444,276 )

Other expenses, net                                         (17,075 )          (118,479 )

Net loss                                            $      (163,886 )   $      (562,755 )

Net loss attributable to noncontrolling interests   $             -     $      (135,491
Net loss attributable to TripBorn, Inc.             $      (163,886 )   $      (427,264 )




Net Revenues


Net revenues decreased by $1,782,265 due to deconsolidation of PRAMA business for the period June 30, 2020. The company net revenue for the period ended June 30, 2020, and June 30, 2019, is $43,593 and $1,825,858 respectively. The company earned all its revenue from eCommerce Aggregation business for the period ended June 30, 2020, compared to eCommerce and Hospitality segment for the period ended June 30, 2019.

Cost of Revenues and Other Operating Expenses

Cost of revenues and Other operating expenses decreased by $2,079,730 due to deconsolidation of PRAMA business for the period June 30, 2020. The company cost of revenue and expenses for the period ended June 30, 2020, and June 30, 2019, is $190,404 and $2,270,134 respectively. The cost of revenues and expenses included from eCommerce Aggregation business for the period ended June 30, 2020, compared to eCommerce and Hospitality segment for the period ended June 30, 2019.





Loss from Operations



Loss from operations decreased by $297,465 due to deconsolidation of PRAMA business for the period June 30, 2020.

The loss from operations for the period ended June 30, 2020, and June 30, 2019, is $146,811 and $444,276. The loss from operations included from eCommerce Aggregation business for the period ended June 30, 2020, compared to eCommerce and Hospitality segment for the period ended June 30, 2019.





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Other Expenses, Net


Other expenses, net decreased by $101,404 due to deconsolidation of PRAMA business for the period June 30, 2020. The other expenses for the period ended June 30, 2020, and June 30, 2019, is $17,075 and $398,869.







Net Loss


Net loss decreased by $398,869 due to deconsolidation of PRAMA business for the period June 30, 2020. The Net loss for the period ended June 30, 2020, and June 30, 2019, is $163,886 and $562,755.

CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2020, we had $600,465 in cash and cash equivalents, compared to $421,909 as of March 31, 2020. The increase in cash and cash equivalents was primarily driven by deconsolidation or PRAMA business. As of June 30, 2030, the Company had stockholders' deficit of $1,711,751, compared to a stockholders' deficit of $1,546,010 as of March 31, 2020. The change of $165,741 is due to operation losses for the period ended June 30, 2020. The Company was not able to raise equity in the period post June 30, 2020, to fund working capital, general and administration expenses, and further potential acquisitions due to COVID-19 pandemic and its impact on company's business model. The Company also plans to improve the cash flow from operations by reducing the cost and improving the net margin for its services.





Cash Flows: The following table is a summary of our Consolidated Statements of
Cash Flows:



                                                 Three months ended
                                              June 30,       June 30,
                                                2020           2019
                Cash Provided by (Used in):
                Operating activities          $ 124,994     $  112,803
                Investing activities          $  (2,065 )   $ (558,958 )
                Financing activities          $  57,417     $  548,595

Operating Activities: Net cash provided by operations was $124,994 during the three months ended June 30, 2020, compared to a cash use from operating activities of $112,803 during the same period in fiscal 2019. The increase in the period-to-period change was $12,191 and was primarily attributable deconsolidation of PRAMA business.

Investing Activities: The change in investing activities related to the deconsolidation of PRAMA business. The company have not invested in any property and equipment expenditures to conserve the case due to COVID-19 unknown impacts on the business.

Financing Activities: During the three months ended June 30, 2020, there was $57,417 cash provided by PPP and SBA disaster loan. The comparable period in 2019, company has finance its business operation by issuances or shares and or warrants in the following categories: a). In June 2019, the Company issued 1,571,430 common shares when the warrant holders exercised their warrants and received approximately $15,714 in cash; and b) During the quarter ended June 30, 2019 the Company issued and sold 775,157 units comprising one share and warrant to purchase two share of Company's common stock; par value $0.0001 pursuant to a private placement. The purchase price per unit was $0.70 resulting in aggregate proceeds of $542,611 to the Company. We currently do not have a senior credit or revolving credit facility and do not expect to obtain one in the foreseeable future.

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 liquidity needs are largely impacted by the acquisitions we complete, and our efforts to manage our sales, general and administrative funds, offset by planned growth in cash generation for operating activities and the realization of working capital improvements. 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.





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BUSINESS SEGMENTS



The following discussion presents an analysis of operating results of our reportable nosiness segments: eCommerce Aggregator which is only remaining business segment company due to deconsolidation of PRAMA business in Hospitality segment, for the first quarter ended June 30, 2020, compared to the first quarter ended June 30, 2019.

eCOMMERCE AGGREGATOR RESULTS OF OPERATIONS





                                                             Quarter ended       Quarter ended
                                                               June 30,            June 30,
                                                                 2020                2019
Net revenues                                                $        43,593     $       132,120

Cost of revenues and Other operating expenses                      (190,404 )          (372,016 )

Loss from operations                                               (146,811 )          (239,896 )

Other expenses, net                                                 (17,075 )           (46,347 )

Net loss                                                    $      (163,886 )   $      (286,243 )

Segment net loss attributable to TripBorn Inc.              $      (163,886 )   $      (286,243 )
Segment net loss attributable to noncontrolling interests   $             -     $             -




Net Revenues


Net revenues decreased by $88,527 due to covid-19 pandemic restriction and lock-down that includes the closer of Railroad, Airlines and Hotels.

Cost of Revenues and Other Operating Expenses

Cost of revenues and Other operating expenses decreased by $180,612 primarily due to lower sales, operative expenses.





Loss from Operations


Loss from operations decreased by $93, 085, reflecting lower sales, general and administrative expenses.





Other Expenses, net


Other expenses, net decreased by $29,272.





Net Loss


Net loss decreased by $122,357 primarily due to lower sales, general and administrative expenses.

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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