September 25,
2024

Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
Unit 1214, ONE BKC, G Block
Bandra Kurla Complex
Bandra East
Mumbai, India 400 051

       Re: Lytus Technologies Holdings PTV. Ltd.
           Amendment No. 1 to Registration Statement on Form F-1
           Filed August 26, 2024
           File No. 333-280797
Dear Dharmesh Pandya:

     We have conducted a limited review of your registration statement and have
the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Amendment No 1 to Form F-1
Cover Page

1.     You indicate that you are registering shares issuable upon conversion of
senior secured
       promissory notes (the "Notes"). It appears that these Notes were issued
under the
       securities purchase agreement with the selling shareholders on June 3,
2024. We note that
       you have issued the first two tranches under the agreement, but that the
third tranche has
       not been issued. Disclose whether you are registering for resale the
shares underlying the
       Notes and other securities to be issued in the third tranche. If so,
tell us why you believe it
       is appropriate to register them for resale prior to issuance. Refer to
Securities Act Sections
       Compliance and Disclosure Interpretation 139.11.
 September 25, 2024
Page 2
2.     Identify Mast Hill Fund, L.P. ("Mast Hill") as an underwriter on the
prospectus cover
       page and in the plan of distribution. Refer to Securities Act Sections
Compliance and
       Disclosure Interpretation 139.13.
3.     Disclose the full discounted price at which Mast Hill will receive the
shares under the
       equity line, including the discount to the Market Price as well as the
Clearing Costs, as
       defined in the equity line agreement.
Recent Developments, page 2

4.     Disclose, if true, that you are registering for resale all the shares
issued or issuable under
       the securities purchase agreement with Mast Hill and FirstFire Global
Opportunities Fund,
       LLC and the equity line agreement with Mast Hill.
Securities Purchase Agreement, page 2

5.     Disclose the maturity date of the Notes.
Equity Line of Credit, page 3

6.     Please expand your disclosure regarding the equity line agreement to
discuss the
       following:
           the term of the equity line agreement;
           the fully discounted price at which the investor will receive the
shares;
           the 4.99% beneficial ownership cap and how this does not prevent the
investor from
           selling all of the shares it receives under the equity line;
           that the agreement and rights of the parties may not be assigned;
and
           whether an investor can engage in short-selling activities and, if
so, how any sales
           activities after announcement of a put may negatively affect the
company   s share
           price.

7.     Disclose that you may not have access to the full $30 million amount
available under the
       Equity Financing Agreement. For example, since the maximum put amount is
the lesser
       of $1.0 million or 150% of the Average Daily Trading Value, to provide
context, provide
       recent, representative examples of 150% of the Average Daily Trading
Value of your
       shares and the resulting amount you would have been able to put to the
equity line
       investor. Also disclose the dilutive effect the pricing mechanism could
have on the
       company's share price.
Emerging Growth Company Status, page 3

8.     We note your disclosure that you have elected to take advantage of the
extended transition
       period for complying with new or revised accounting standards. In this
regard, please
       state in your related risk factor on page 26 that, as a result of this
election, your financial
       statements may not be comparable to companies that comply with public
company
       effective dates. Include a similar statement in your critical accounting
policy disclosures.
 September 25, 2024
Page 3
Selling Shareholders, page 30

9.     For each selling shareholder, indicate the principal amount of the Notes
and accrued
       interest upon which their beneficial ownership amount and number of
shares being
       offered are based.
Plan of Distribution, page 32

10.    We note your disclosure that your selling securityholders may sell their
securities in one
       or more underwritten offerings on a firm commitment or best efforts
basis. Please confirm
       your understanding that the retention by a selling stockholder of an
underwriter would
       constitute a material change to your plan of distribution requiring a
post-effective
       amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of
       Regulation S-K.
11.    We note that the equity line agreement refers to a "Placement Agent,"
which is defined
       as R. F. Lafferty & Co., Inc., a registered broker-dealer. Please
identify R. F. Lafferty
       & Co., Inc. as a placement agent and file the placement agent agreement
as an exhibit.
12.    Please disclose the material market activities of the equity line
investor, including:
           any short selling of the company   s securities or other hedging
activities that the equity
           line investor may or has engaged in, including prior to entering
into the agreement
           and prior to the receipt of any shares pursuant to the terms of the
agreement; and
           how the equity line investor intends to distribute the securities it
owns or will acquire.
13.    Please revise to further clarify how the provisions of Regulation M may
prohibit the
       equity line investor and any other distribution participants that are
participating in the
       distribution of the company   s securities from:
           engaging in market making activities (e.g., placing bids or making
purchases to
           stabilize the price of the common stock) while the equity line is in
effect; and
           purchasing shares in the open market while the equity line is in
effect.
Description of the Equity Financing Transaction, page 38

14.    You indicate that the equity line agreement prohibits the investor from
purchasing any
       shares if those shares would result in the investor beneficially owning
more than 4.99% of
       then outstanding common shares. Please disclose the purpose of this
limitation. Also
       disclose that the 4.99% beneficial ownership limitation does not prevent
the investor from
       selling some or all of the company's shares it acquires and then
acquiring additional shares
       so that the investor is able to sell shares in excess of the 4.99%
beneficial ownership
       cap while never holding more than 4.99% of the company's outstanding
shares.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Company Overview, page 46

15.    Please expand the discussion of your business plans and operations to
quantify the amount
       of funding needed for each endeavor. Where you explain that you will use
current lines of
       credit and vendor financing, disclose the amounts currently available
under these
       financing options. Discuss the extent to which you will need to upgrade
your current
       network or software beyond routine maintenance and upgrading. Also
update your
       expected timetables as it appears certain time frames have passed.
 September 25, 2024
Page 4

Key Market Trends, page 59

16.    You indicate that you are looking to offer cable and IPTV/broadband
services to your
       existing customers and have obtained an Internet Service Provider
License. Please discuss
       the extent to which you will need to upgrade your current network or
software to provide
       these services under the license or otherwise.
Executive Compensation, page 70

17.    Please disclose why the summary compensation table shows no compensation
paid to
       your named executive officers in 2023 and 2024 despite the annual
salaries payable to
       them and potential bonuses under their April 1, 2020 employment
agreements. Please note
       that you are required to disclose contingent or deferred compensation
accrued for the year,
       even if the compensation is payable at a later date. Refer to Item 6.B
of Form 20-F.
Consolidated Statements of Financial Position, page F-3

18.    Please clarify the amounts included on the commitments and contingencies
line item on
       the Statements of Financial Position. In this regard, since it appears
that these accounts
       are not liabilities recognized in your Statements of Financial Position,
the amounts should
       be left blank. Please advise or revise. Further, please clarify whether
       the $7.5 million payable in phases as capital investment in Sri Sai is
for additional
       ownership interest above the 51% currently owned.
Notes to Consolidated Financial Statements
Note 3A - Other income, page F-24

19.    We note your disclosure that you have recognized $1,585,730 as other
income under the
       heading of revenue as the share warrants liabilities were lapsed during
the year. Please let
       us know how you consider paragraph 102 of IAS1, specifically, to record
them outside of
       revenue.
Note 6 - Trade receivables, page F-30

20.    It appears that amounts of your trade receivables presented on the face
of your
       consolidated financial statements of financial position are net of
provision for expected
       credit loss. In this regard, please revise the balance sheet caption
Trade receivable    to
          Trade Receivables, net   .
21.    We note your disclosure that the Group has recognized a loss allowance
of 100% against
       all receivables over 365 days past due because historical experience has
indicated that
       these receivables are generally not recoverable. However, we note you
recognized a loss
       allowance of 50% against all receivables over 365 days past due for the
Lifetime ECL as
       presented within the aging schedule on pages 30 and 31. Please revise or
advise.
Note 11A - Borrowings, page F-33

22.    We note your disclosure that you sold, and the investor purchased,
$3,333,333.33 in
       principal amount of unsecured senior convertible notes and warrants,
which they are
       exercisable for five years to purchase an aggregate of up to 1,754,386
Common Shares at
       an exercise price of $0.957, subject to adjustment under certain
circumstances described
       in the Warrants. We also noted you recorded Senior convertible notes in
amount of
 September 25, 2024
Page 5

       $3,333,333.33 under Borrowings, and Share warrants liability in amount
of $1,585,025
       under Other financial liabilities     current for this transaction. In
this regard, please
       address the following to help us understand your accounting.
           Please tell us and disclose where you presented the proceeds from
convertible notes in
           an amount of $3,333,333.33 within your statements of cash flows for
the periods
           presented.
           Under IAS 32, the warrants or options issued as part of a financing
arrangement are
           required to be accounted for together with the loan as one
transaction. Once all the
           components are identified and appropriately classified the proceeds
should be
           allocated between all the components. In this regard, please provide
us an accounting
           analysis with specific reference to the authoritative literature
that supports your
           current accounting treatment of $3,333,333.33 in principal amount of
unsecured
           senior convertible notes and $1,585,025 in warrants liability.
Note 16 - Equity, page F-42

23.    We note your disclosure that the Company has issued 40,000,000 shares
for the purpose
       of employee incentive plan on November 22, 2024, and the 40,000,000
shares have been
       recorded in retained earnings and ESOP trust equity as of March 31,
2024. In this regard,
       please verify the date you issued the shares and tell us how you account
for the
       40,000,000 shares issued.
24.    We note that you issued 46,040 ordinary shares to DTC as part of the
reverse stock split.
       Please expand to disclose the nature of the transaction along with the
business reason why
       you conducted a 1-for-60 reverse split first on your shares and then
issued these
       subsequent 46,040 ordinary shares to DTC as part of the split.
Note 17- Earnings per share, page F-44

25.    It appears your basic and diluted net income per share is calculated by
using the net profit
       for the year instead of the Profit for the year available to common
shareholders. Refer to
       IAS 33 paragraph 12. Please revise or advise on both pages 4 and 44.
Note 21 - Segment information, page F-52

26.    We note your disclosure that the Chief Operating Decision Maker
evaluates the Group   s
       performance based on two segments, i.e. Cable Services and Telemedicine
Services.
       Meanwhile, in the second paragraph, you also disclose that the Chief
Operating Decision
       Maker evaluates the Group   s performance based on only one segment,
i.e. Cable Services.
        Please clarify how many Operating Segments and Reportable Segments you
have. In
       addition, please tell us why you believe your current segment
information disclosure
       complies with paragraph 20-24 of IFRS 8.
Note 22 - Modification of earlier arrangement and acquisition of Sri Sai, page
F-55

27.    We note your tabular disclosure of the modification adjustments does not
properly foot or
       cross foot on page F-55. Please revise or explain to us why. In
addition, please tell us how
       to reconcile the Pre-adjustment as of April 01, 2022 column to
consolidated statement of
       financial position as of March 31, 2022. Please revise or explain to us
why.
 September 25, 2024
Page 6
28.    Please clarify how you are presenting the $2.5 million cash
consideration on the face of
       your consolidated statement of cash flows for the year ended March 31,
2023.
Exhibits

29.    Please revise the exhibit index to correctly refer to the Exhibit 23.3
consent being
       provided.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kathleen Krebs at 202-551-3350 or Larry Spirgel at 202-551-3815 with
any other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:   Thomas J. Poletti, Esq.