Gulbet Kiros

From:
Sent:
To:
Subject:

From: Marek Zmyslowski [mailto:marek@hoteloga.com]

Sent: 24 August 2016 10:47 AM
To: Maneesh Garg
Cc: Toyin Fatunmbi
Subject: Re: HotelOga

Maneesh,
The revenue is not captured in Poland yet - It was the concept I sent him after my discussion with tax advisors.
When I met him, we were still not quite sure yet how to do it the optimal way, and we’re still tweaking the plan.
It involves US (Expedia is US based) and EU and Nigeria so it’s quite complex.
Everything we are working on is part of seetting up the main entity in Mauritius. We should be certain how its
should work in the following months and I can present you it on next board meeting.

I think we shouldn't pursue anymore. His answer shows he doesn’t really get the concept of investing
early stage in tech startups. I don’t want sb like that as my investor.

Pozdrawiam / Best regards / Mit freundlichen Grüßen

Marek Zmyslowski
Founder & CEO HotelOga
www.hoteloga.com

LinkedIn | Twitter | Skype: marek.zmyslowski

On Aug 24, 2016, at 10:09, Maneesh Garg wrote:

Dear Marek

Please read below

I didn’t realize that we that revenues in Poland and Nigeria
Of course I do remember that OTA don’t want to pay to a Nigerian company
Of course the tax issue was a blind side

1
TF
why didn’t you raise it
Since you are a finance guru

Marek

I think the
Way to go is that build Hotel Oga for the long term when it becomes a much bigger pan African entity
Also everything must be above the board since we are raising money from outsiders and especially
people who rely on me and trust me

TF and Marek
We need to start working on sorting out the revenue capture in Poland
And the tax issue
Please can we have a joint action plan with timelines to sort this out

Thanks and regards

Maneesh

From:
Sent:
To: Maneesh Garg
Subject: Re: HotelOga

Hi Maneesh,
Luckily I have been away from our wonderful land for a little while now enjoying the summer
holidays.
Hope all is well with you ?
With regards to Hotel Oga, I didn't find the business too well structured. The whole billing
system and capturing of the commissions didn't see too systematic. Accountability when your
able to scale the business is a key here and therefore for now it seems to all boils down to trust,
which shouldn't be the case. Further more, I wanted to understand tax compliance and how this
was handled given some revenue is collected offshore. When this question was asked at our
meeting he couldn't give me an answer....and further to this the response below it is mentioned
that this is an open case to be discussed with a tax advisor. At the time the response given was
that he needs to get an answer from someone in accounts, however a chief executive should
know what's going on in a relatively small business.

Hence we just thought with so many opportunities available to us it was easier to look at hotel
oga again when it is better structured.

Regards,

On 23 August 2016 14:31:01 "Maneesh Garg rote:

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Dear

Hope all is well in the land of no dollars and no naira neither!

Just touched base with Marek of Hotel Oga

I believe you guys have passed

I would like to explore reasons

Obviously I believe this a good business – doesn’t have huge capex piece
And also lead by a great guy - Marek

Next year we are planning a substantial angel round

And right now this opportunity is perfect for angel funding

Yours
Maneesh

Begin forwarded message:

From:
Subje
Date: August 15, 2016 at 23:32:45 WAT
To: Marek Zmyslowski
Cc: Kiros Gulbet

Hi Marek,
Hope your well. For now it is closed. However we are happy to look at your business a little
later.
regards,

Marek Zmyslowski wrote:

Hi
Hope you’re doing great.
Wanted to find out if our case is still being discussed or it’s closed?

Have a great night!

Pozdrawiam / Best regards / Mit freundlichen Grüßen

Marek Zmyslowski
3
Founder & CEO HotelOga
www.hoteloga.com

LinkedIn | Twitter | Skype: marek.zmyslowski

On Jul 9, 2016, at 09:54, Mohit Melwani wrote:

Dear Marek,
Thank you very much for providing the details as requested. At this juncture we
are also considering various other investment opportunities and shall revert
should we wish you take this further with you.
regards,

Marek Zmyslowski wrote:

Dear
This time I have to apologise for delay in responding.

Just as a reminder, the background:

We have 2 entities: In Poland and in Nigeria. Who soon be fully owned by the
Mauritius main entity (which will be our main vehicle keeping all the value of
the company).
As a payment proxy between Online Travel Agents (OTAs) and Hotels, we deal
with 2 types of bookings:

a) Prepayment: Guest pays to OTA -> OTA pays booking (minus commission)
to HotelOga Poland -> HotelOga Nigeria Pays to Hotel
b) Postpayment: Guest pays to the Hotel -> Hotel pays commission to HotelOga
Nigeria -> HotelOga Poland pays commission to OTA

At the end of each month we sum up the types of bookings for each hotel to see
who owes who more and balance it with one transfer with the hotel.

When hotel is supposed to pay commission to HotelOga Nigeria, we invoice him

(from Nigeria) the amount for Technology or Marketing Consulting Services.
When HotelOga Nigeria is supposed to pay hotel for the booking, Hotel Invoices
our Nigerian entity for our employee acomodation.

In total, PostPayment bookings represent 80-90% of all online bookings, which

means, we don’t need to send money between our entities or buy dollars.

4
Once the company grows and number of prepayment bookings grows (agains
postpay booking) and there will be need to push dollars to Nigeria, it will be
probably done as a loan between entities.
However this is still an open case to be discussed with our tax advisors.

I hope this answered your question, looking forward to your feedback.

Happy to meet again in Lagos!

Pozdrawiam / Best regards / Mit freundlichen Grüßen

Marek Zmyslowski
Founder & CEO HotelOga
www.hoteloga.com

LinkedIn | Twitter | Skype: marek.zmyslowski

wrote:

Dear Marek,
Apologies for the delay in responding. As discussed when we
met, i would like to understand the status of your tax compliance
here in Nigeria. Could you also let me know how you are treating
the revenues collected offshore in your accounts ?
regards,

Marek Zmyslowski wrote:

Dear
Thanks for a great meeting today.
As discussed, please find the simple xls showing data for last
couple months plus financials estimations moving forward.
I’m also CCing Gulber Kiros, our CFO to answer any follow up
questions.

Pozdrawiam / Best regards / Mit freundlichen Grüßen

Marek Zmyslowski
Founder & CEO HotelOga
www.hoteloga.com