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                             October 25, 2021

       Dharmesh Pandya
       Chief Executive Officer
       Lytus Technologies Holdings PTV. Ltd.
       601 Everest Grande, A Wing
       Mahakali Caves Road
       Andheri (East)
       Mumbai, India 400 093

                                                        Re: Lytus Technologies
Holdings PTV. Ltd.
                                                            Amendment No. 3 to
Registration Statement on Form F-1
                                                            Filed October 7,
2021
                                                            File No. 333-254943

       Dear Mr. Pandya:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
9, 2021 letter.

       Amendment No. 3 to Registration Statement on Form F-1 Filed October 7,
2021

       Capitalization, page 35

   1.                                                   We note your revised
disclosures in response to prior comment 1. Please remove the
                                                        proceeds from the
offering from the Pro Forma column as this amount should be in the
                                                        Pro Forma, As Adjusted
column. Refer to Item 4 of Form F-1 and Instructions to Item 3.B
                                                        of Form 20-F. In
addition, provide a bulleted item to disclose the items in your Pro Forma,
                                                        As Adjusted column.
 Dharmesh Pandya
FirstName LastNameDharmesh   Pandya
Lytus Technologies Holdings PTV. Ltd.
Comapany
October 25,NameLytus
            2021     Technologies Holdings PTV. Ltd.
October
Page 2 25, 2021 Page 2
FirstName LastName
Key Factors For Our Performance
Net Surplus Rate, page 39

2.       We note your expanded disclosure in response to prior comment 2. You
identify Net
         Surplus Rate as a Key Factor for your Performance. In addition, we
note your expanded
         disclosure that Net Surplus Rate is the amounts recorded as Other
Income for the years
         ended March 31, 2020 and 2021. However, this disclosure appears to
contradict the
         disclosure provided in Note 3A on page F-23 as well as the information
provided in the
         response to prior comment 17 in the response letter dated March 31,
2021 that Other
         Income relates to revenue entitlement rights during the period April
1, 2019 to March 25,
         2020, in that Lytus India did not have a contract with the subscribers
and no performance
         obligations. Further, your response on page 10 states that both
parties agreed on the
         aggregate net amount payable. Please advise or revise accordingly.
Given this
         information, explain how you determined this is a Key Factor for your
Performance.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 42

3.       We note your disclosure in Note 22 that you now have two reportable
segments: Cable
         Business and Telemedicine Services. As such, expand your discussion of
results of
         operations to include a discussion by segment of revenue and
profitability. Refer to
         Financial Reporting Codification 501.06.a.
Going Concern, Liquidity and Capital Resources, page 43

4.       Provide a discussion of Cash Flows to discuss the material changes in
each of the three
         activities. Refer to Item 303 of Regulation S-K.
5.       Please revise your disclosure to provide an update on the independent
consultant's review
         of Reachnet   s operations. Discuss when the review was started, what
steps have been
         taken to date, the portions that have been completed and what remains
to be done.
         Disclose when the report is expected to be completed. In addition,
provide a more
         detailed update on the status of COVID-19 lockdowns across India.
Provide specific
         information on each state or region where you and Reachnet have
operations or
         subscribers. Disclose the extent to which you continue to have
restricted access to
         banking services, the nationwide Subscriber Management System reports
and service
         providers certifying the adequacy of the fiber held by Reachnet.
Large Payment Obligation by the Company , page 45

6.       Please update your disclosure to disclose the status of the March 31,
2021 payment.
Executive Compensation, page 72

7.       Please update the compensation disclosures for your management through
the end of
         fiscal year 2021 pursuant to Item 6.B of Form 20-F.
 Dharmesh Pandya
FirstName LastNameDharmesh   Pandya
Lytus Technologies Holdings PTV. Ltd.
Comapany
October 25,NameLytus
            2021     Technologies Holdings PTV. Ltd.
October
Page 3 25, 2021 Page 3
FirstName LastName
Index to Consolidated Financial Statements , page F-1

8.       Please include the predecessor historical period from April 1, 2019 to
March 15, 2020 in
         your financial statements. We note you removed this period from your
prior amendment
         and now include it as Exhibit 99.5.
Report of Independent Registered Public Accounting Firm, page F-2

9.       We note your auditor signed their audit report from Stamford, CT, but
their consent filed
         as exhibit 23.1 identifies the office from Santa Ana, CA. Please have
your auditors revise
         to provide a consistent office or advise.
Consolidated Statement of Profit or Loss and Other Comprehensive Income, page
F-4

10.      Explain why you do not include a line item for Cost of Revenue. We
note your disclosure
         on page 43 that describes the costs included in Cost of Revenue. Refer
to IAS 1.103.
Notes to Consolidated Financial Statements
Note 1 - Nature of Operations and Summary of Significant Accounting and
Reporting Policies ,
page F-7

11.      Your disclosure on page 3 indicates that you do not obtain or contract
for the content that
         you use currently, but rather the content is provided through the
license agreement with
         DDC. Disclose this as a footnote policy. Also clarify your policy for
license agreements
         for content for subscription revenues billed directly by the Company.
In this regard, we
         note your Broadcaster/subscription fees on page F-25.
Revenue, page F-18

12.      Please address the following items related to your Revenue Recognition
policy;
             Expand your Subscription revenue disclosure to clarify how or when
customers are
             billed and how often.
             Disclose your revenue recognition policy for telemedicine
services.
Note 3A - Other Income, page F-23

13.      We note your response to prior comment 8. Please address the following
items related to
         this Other Income.

                In your response to prior comment 34 in the response letter
dated October 2, 2020,
              the Company responded that the US$15 million was recorded as
Other Income as,
                 Lytus India did not control the business of Reachnet nor did
it contribute to the
              management, finance or operations aspects of Reachnet during the
period April 1,
              2019 through March 31, 2020. It was only on March 26, 2020 that
Lytus India had
              the control of subscribers and the services performed to them.
Given this statement,
              explain why the Company continues to record this revenue as Other
Income in the
 Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
October 25, 2021
Page 4
           fiscal year ended March 31, 2021 beyond "maintaining consistency".
Clarify whether
           the facts and circumstances have changed. Also tell us whether any
similar revenue
           is being recorded as Other Income subsequent to March 31, 2021.
             We note your response to prior comment 6 in the response letter
dated June 14, 2021
           regarding the collectability of these receivables. Please provide us
with further
           analysis that you considered initially and over time to determine
the probability of
           collectability of these amounts. Although you have provided the
reasons that you
           believe the collectability does not pose a significant risk, it does
not appear that you
           have addressed the potential probability of collectability. For
example, you state that
           to the extent you are unable to collect amounts from Reachnet, you
have the ability to
           set those amounts off against future payments to Reachnet. Given
your response to
           prior comment 14 in the same response letter, you state that this is
a separate
           transaction. If your basis for concluding that collection is
probable is based upon your
           assertion that you will offset the amounts receivable against the
amounts payable to
           Reachnet, explain why you believe your arrangement with Reachnet has
commercial
           substance. Please advise. Also, tell us how you considered Reachnet
 s ability to pay
           the full amount owed to the Company. Tell us if you have collected
any of this
           receivable to date. Refer to IFRS 9.5.5.17.
Note 22 - Segment Information
B. Additional information by geographies, page F-42

14.   Your disclosure on page 1 states, "We are a growing platform services
company primarily
      providing content streaming/telecasting services with over 8 million
active users located
      all across India." In light of this statement, please explain why you
present all of your
      cable business revenue as Overseas.
15.   Please reconcile the amount of assets presented by geographic markets in
your table to
      your balance sheet. In your response, explain why you show negative
assets as
      unallocated. Please note the assets to be include in IFRS 8.33(b).
       You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.



                                                             Sincerely,
FirstName LastNameDharmesh Pandya
                                                             Division of
Corporation Finance
Comapany NameLytus Technologies Holdings PTV. Ltd.
                                                             Office of
Technology
October 25, 2021 Page 4
cc:       M. Ali Panjwani, Esq.
FirstName LastName