TRIPBORN : Management’s Discussion and Analysis of Financial Condition and Results of

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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…

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