As filed with the Securities and Exchange Commission on March 30, 2022

Registration No. 333-254943

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 12
TO
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.
(Exact Name of Registrant as Specified in its Charter)

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British Virgin Islands	7841	Not applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

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LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.

601 Everest Grande, A Wing
Mahakali Caves Road
Andheri (East)
Mumbai, India 400 093
Tel: (284)494-2810

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CCS Global Solutions, Inc.
530 Seventh Avenue, Suite 508
New York, NY 10018
Tel: +1-315-9304588

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Copies to:

M. Ali Panjwani, Esq. Pryor Cashman LLP 7 Times Square New York, NY 10036 Tel: (212) 421-4100 Darrin Ocasio, Esq. Avital Perlman, Esq. Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 37th Floor New York, NY 10036 Tel: (212) 930-9700

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.

Approximate date of commencement of proposed sale to the public: as soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company    ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act  ☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April5, 2012.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement is filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION  DATED MARCH30, 2022

3,246,754 Units consisting of

3,246,754 Common Shares and

Warrants to purchase up to 3,246,754 Common Shares

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.

We are offering 3,246,754 units, each unit consisting of one common share and one warrant, each warrant exercisable for one common share, in a firm commitment underwritten offering. The warrants included within the units are exercisable immediately, will have an exercise price per common share equal to 100% of the public offering price of one unit, and will expire five years from the date of issuance. The common shares and warrants that are part of the units are immediately separable and will be issued separately in this offering. The offering also includes the common shares issuable from time to time upon exercise of the warrants. We expect that the initial public offering price of the units will be between $4.75 and $6.75 per unit.

No public market currently exists for our common shares or the warrants included in the units. We have received approval for listing of our common shares on the NASDAQ Capital Market under the symbol “LYT.” We are in the process of seeking approval for listing our warrants included in the units on the NASDAQ Capital Market under the symbol “LYTWW.” We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on the NASDAQ Capital Market. The offering will not proceed unless our warrants are accepted for listing on the NASDAQ Capital Market.

We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

An investment in our securities is highly speculative, involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 14 of this prospectus.

	Per Share	Total Without Over-Allotment Option	Total With Over-Allotment Option
Initial public offering price	$	$	$
Underwriting discounts and commissions(1)	$	$	$
Proceeds, before expenses, to us	$	$	$

(1)      We have also agreed to pay a non-accountable expense allowance to Aegis Capital Corp. (“Aegis”) as representative of the underwriters, of 1% of the gross proceeds received in this offering and to reimburse the underwriters for other out-of-pocket expenses related to the offering. For a description of other compensation to be received by the underwriters, see “Underwriting.”

We have granted the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an additional 487,013 common shares and/or an additional 487,013 warrants (equal to 15% of the common shares and warrants included in the units sold in this offering), in any combination thereof, solely to cover over-allotments, if any. The purchase price to be paid per additional common share will be equal to the public offering price of one unit, less the underwriting discount, and the purchase price to be paid per additional warrant will be $0.01.

The underwriters expect to deliver our common shares and warrants against payment in U.S. dollars on or about         , 2022.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is             , 2022

Aegis Capital Corp.

TABLE OF CONTENTS

Prospectus Summary	1
Risk Factors	14
Forward-Looking Statements	34
Use of Proceeds	35
Dividend Policy	36
Exchange Rate Information	37
Capitalization	38
Dilution	39
Post-Offering Ownership	40
Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Our Business	71
Management	90
Related Party Transactions	96
Principal Shareholders	97
Description of Share Capital	98
Shares Eligible for Future Sale	107
Tax Matters Applicable to U.S. Holders of Our Common Shares	108
Enforceability of Civil Liabilities	115
Determination of Offering Price	116
Underwriting	117
Legal Matters	123
Experts	123
Where You Can Find More Information	123
Financial Statements	F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, nor the underwriters have authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of common shares in our company.

For investors outside the United States: Neither we, nor the underwriters, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common shares and the distribution of this prospectus outside the United States.

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PROSPECTUS SUMMARY

This summary highlights information that we present more fully in the rest of this prospectus. This summary does not contain all of the information you should consider before buying common shares and warrants in this offering. This summary contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could,” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. You should read the entire prospectus carefully, including the “Risk Factors” section and the financial statements and the notes to those statements.

Our Company

Overview

We are a growing platform services company primarily providing content streaming/telecasting services with over 8million active users located all across India.1 Our scope of business also covers telemedicine services with local assistance through local Health Centers. Through our platform, our customers are well connected via customer premises equipment (“CPE”) devices/set top boxes (“STBs) and have access to multi-dimensional services including telemedicine service.

Our customer base and expansive market presence position us to widen our portfolio of offerings. We have been focused on adopting and implementing technologies that can change the landscape of being a conventional streaming services provider.

We intend to benefit from India’s e-commerce boom and the recent tele-medicine regulation through the acquisition of Global Health Sciences, Inc. (“GHSI”). The management of GHSI has many years of pioneering experience of the management in tele-medicine in USA, which we believe will help us create a profitable and sustainable business model with rapid growth prospects. We believe that our deep understanding and local expertise have enabled us to create solutions that address the needs and preferences of our consumers in the most comprehensive and efficient way. We possess extensive local knowledge of the markets in which we operate, which we consider to be a key component of our success.

Corporate History and Structure

Lytus Technologies Holdings PTV. Ltd. (“we”, “Lytus”, “Lytus Group”, or the “Company”) is a holding company incorporated under the laws of British Virgin Islands (“BVI”) on March16, 2020. On March19, 2020, we acquired all of the equity share capital of Lytus Technologies Private Limited (“Lytus India”), an Indian company. On March31, 2020, Lytus acquired 51% of the equity shares from the present shareholders of DDC CATV Network Private Limited (“DDC”). On October30, 2020, the Company entered into a share purchase agreement with Global Health Sciences, Inc. (“GHSI”) and the shareholder of GHSI, pursuant to which the Company acquired 75% of the equity interest in GHSI.

The following diagram illustrates our current corporate structure:

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1        Calculation based upon approximately 1.8million paid home subscribers which based on industry standards translates to more than 8million viewers on an average of 4.6 viewers per household in India. Source: United Nations, Department of Economic and Social Affairs, Population Division (2019) — Database on Household Size and Composition 2019. Available: https://population.un.org/Household/index.html#/countries/356

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As discussed in detail on page72, the acquisition of Lytus India was from a related party, Nimish Pandya, the brother of our CEO, Dharmesh Pandya. In addition, the Company has acquired 51% of the total issued and outstanding shares of DDC, which involved (a) the assignment of the rights under the agreement entered into between Lituus Technologies Limited (“LTL”), wherein Dharmesh Pandya was then the CEO of, and the shareholders of DDC India; and (b) the assignment of the rights under the agreement entered into between Jagjit Singh Kohli, who was appointed as our director on April1, 2020, and the shareholders of DDC.

While Lytus Group was restructured in 2020, DDC has been operation for more than five years. We have established a strong customer base and obtained significant market share through our acquisition of the customers of Reachnet Cable Services Pvt. Ltd. (“Reachnet”), a long-standing cable services company in India. Reachnet is also a Multi System Operator (MSO) in the business of telecasting/streaming of broadcast channels (both owned as well as redistributed) to subscribers for a subscription charge depending upon the services and content chosen by the subscriber. Reachnet also owns and operates fiber optic cable networks with offices in various major cities across the country. These networks are used by Reachnet to offer its services to Lytus India’s subscribers. Reachnet also offers its cable network along with management personnel and subscriber management services to third party service providers for a fee. It has an extensive infrastructure and logistics set-up in various cities for provision of telecasting/streaming services to their erstwhile subscribers.

Under the terms of the customer acquisition agreement (the “Customer Acquisition Agreement”) between Reachnet and Lytus India dated June20, 2019, these approximately 1.8million customers legally belong to Lytus India. These customers are not and will not be Reachnet’s customers for internet access as well as services other than telecast/streaming provided by the Company to its customers. Reachnet has no ownership rights over these customers and all telecast services provided by Reachnet on behalf of the Company, are in the capacity of a third party independent service provider. The arrangement between Lytus India and Reachnet mandates Reachnet, as a third-party service provider, to maintain the infrastructure required to continue telecast services to the customers for which it is paid 61% revenue collected only from the provision of telecast services. All the services (including the internet service) are, as a matter of fact and in law, provided by the Company to its subscribers.

Revenue generated upon launch of the telemedicine, OTT and other services in India will belong 100% to the Company.

Lytus’ customers will be able to access the OTT services at an additional cost in the following ways:

1.      Through an app installed on the Set Top Box in the customer’s home which also provide telecast services.

2.      Through a web portal using either a computer or tablet.

3.      Through apps downloaded from the iOS and or Android store.

The Company has acquired all subscribers of Reachnet for a lumpsum consideration and with the condition that the Company will have control and unconditional entitlement rights over the revenues generated from or related to these subscribers.

In light of the above, the Company has 100% control of and 100% entitlement rights over the revenues accruing and arising to the Company from its subscribers. Reachnet has no control, ownership or entitlement rights over revenue generated from the Company’s subscribers.

The service agreement entered into with Reachnet, obligates Reachnet to retain its infrastructure to provide streaming/telecast services and provide such services to the Company’s subscribers on an on-going basis without disruption or interruption, under the Company’s control, management and supervision. The service charge for providing these services is determined at arm’s length. According to local industry practice, the average industry EBITDA for cable service companies in India is approximately 57% of total streaming revenues. Since the Company intends to work with Reachnet as a strategic partner over the next several years, the Company has agreed to pay Reachnet a service fee at a variable percentage of 61% of the Company’s total streaming/telecast revenue.

On February5, 2021, Lytus India and Reachnet entered into the Third Supplemental Agreement to the Customer Acquisition Agreement, pursuant to which the parties have agreed to, on a good faith basis, settle payments upon completion of a third party’s systems and operational review of Reachnet and its subscribers. The commercial terms to the agreement remain intact and are not subject to any contingency. The Company engaged an independent third-party reviewer/consultant to carry out a systems audit of Reachnet’s on December10, 2020. The review commenced on April1, 2021, and was interrupted on account of intermittent COVID-19 related lockdowns nationwide through

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January 2022. While a substantial portion of the audit was completed, certain portions of the review remained incomplete. With the impending relaxation of lockdowns, it is expected that the review will likely be completed by April15, 2022 assuming no additional COVID or resource delays.

As of September30, 2021, the Company is obligated to pay $29,796,215 (current portion) to Reachnet (refer to Note 15 on page F-113) and Reachnet has agreed to pay $36,853,687 to the Company which it has currently collected from customers and holds on behalf of the Company. The Company has not yet paid the consideration owed to Reachnet under the Customer Acquisition Agreement, and Reachnet has not provided to the Company the revenue it has collected from the acquired customers since April1, 2019. Per the agreement dated July31, 2020, these payments will be paid at a mutually agreed date after third party operations review has been completed and the independent consultant’s report is provided to the Company. From an operations perspective, there was no significant impact on the Company as the number of subscribers remained unchanged. Reachnet continued to collect fees from the Company’s customers in the interim and was paid its 61% of collected revenue in the interim period. Accordingly, the Company represented that there was no significant operational impact resulting from the deferred settlement agreement. See “Management’s Discussion and Analysis — Note on Going Concern” for discussion of the financial impact of the deferred settlement agreement. It is expected that the Company’s cash position would be significantly enhanced upon settlement of the payments.

In addition, we have scaled and intend to continue to scale our platform through the pursuit of selective acquisitions. We believe our acquisitions of Lytus India and DDC have expanded our distribution capabilities and broadened our service offerings. We have aggregated customers from several service providers and other businesses by bring them on to the Lytus platform. We provide services to our customers through access to a network of 25,000 kilometers of deployed fiber and broadband infrastructure in accordance with our service agreement with our partner. Since our inception we have consistently expanded our network capabilities and offerings while growing our customer base.

Lytus India provides technology enabled customer services, which includes content streaming/telecast services. The present device/STB is being further upgraded to support the unified and integrated platform through which it shall provide multi-dimensional services such as MedTech IOT (IOT refers to the Internet of Things), etc.

DDC is a licensed MSO in the business of telecasting/streaming of broadcast channels (both owned channels as well as redistribution) to subscribers for a subscription charge depending upon the services and content chosen by the subscriber. In India the regulation does not differentiate between telecasting and streaming as long as the streaming is done in Internet Protocol television (IPTV) format. Lytus has the expertise and has plans to offer additional value-added services such as MedTech IOT, by upgrading the existing cable networks. The upgrade primarily consists of deploying FTTH GPON and changing the existing STB/CPE.

Lytus India provides streaming/telecast services to the customers we acquired from Reachnet. DDC has been providing streaming/telecast services to its customers in New Delhi region for several years and will continue to do so independently of Lytus India and Reachnet.

Along with a strong India focus, we expect to grow our international presence in regions such as Africa, Indonesia, UK, and the USA.

GHSI was formed in 2020 and had no business operations prior to our acquisition. On October30, 2020, the Company entered into a share purchase agreement and acquired 75% of the equity interest in GHSI. After the completion of acquisition, GHSI brought in the key management team and acquired important contracts. GHSI’s telemedicine service aims to provide management and technology solutions to hospital networks, university medical schools, physician networks and individual practices in the U.S. Its proprietary delivery platform uses digital communication technologies using medical monitoring devices, video capabilities and data capture methodologies. The platform also uses AI Ecosystem Assets including Conversational Computing, Intelligent Robotic Process Automation (iRPA), and Machine Learning (ML). This platform is currently rolled out in New Jersey, Illinois, Florida and Texas with approximately 125 medical physicians using our system for approximately 3000 users via hospital and clinic networks.

GHSI’s business is focused on remote patient monitoring devices. These devices installed at the homes of the patients of participating physicians practices are sourced from various Health Insurance Portability and Accountability Act (HIPAA) and FDA compliant vendors. These devices have the monitoring and reporting software pre-installed in them. GHSI currently has not developed any proprietary software that is deployed with patients in the USA. While the revenue generated by these devices are currently not significant from and organizational perspective, GHSI expects to roll out these devices to additional patients in the near future. We expect that the additional rollout of devices will generate significant revenue for the Company.

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In India, Lytus’ telemedicine business, through Lytus India, has commenced repurposing its existing Local Cable Operator Network infrastructure to set up Local Health Centers/diagnostic centers (LHC). There is scheduled to be one dedicated LHC for every 5000 customers and this LHC will be staffed with trained healthcare professionals. LHCs will support customers with additional patient services that cannot be remotely provided through device strategy. Typical services provided at the LHCs will include ECGs, blood and urine testing, ultrasound scans etc. The LHC network will act as an important link between patients, doctors and supporting hospital partners for better integration. The Company also intends to leverage the LHC network for pharmaceutical delivery.

The telemedicine service in India operates under a different model. The technology platform used to book doctor appointments and video conference with doctors collects data and then connects the patient to a captive team of physicians which provide the medical consulting service. The technology platform used by the India telemedicine team is proprietary and developed by Lytus India.

The Company does not itself obtain or contract for the content it uses currently. The content provided to our customers is through the license agreement that DDC currently has with broadcasters such as ESPN, SonyTV, ZEE TV and BBC1.

Strategic Roadmap

We believe that through additional customer acquisitions, our business will expand rapidly over the next three years. Our objective is to grow profitably by building on our current strategic position to become a dominant global unified platform services company.

The key elements of our strategy include:

•        expanding the service and product portfolio to enhance cross-selling opportunities;

•        enhancing the service platform by investing in technology;

•        expanding into new geographic markets; and

•        pursuing selective strategic partnerships and acquisitions.

We have six principles for our growth:

Operating model:    simplify and align with our customers’ needs and end markets.

Enhance customer experience:    introduce customer-centric programs and services leveraging the latest technologies such as artificial intelligence (AI) and machine learning (ML) to improve our customers’ experiences and continue to earn their business.

Service portfolio management:    adopt a more proactive approach, be agile in introducing new offerings while continuously scrutinizing the potential for returns.

Build scale:    to grow and build scale in a broad range of international markets and industry verticals within the online service platform and e-healthcare segment.

Strategic relationships:    focus on building and maintaining long-term strategic business relationships with other established players in the market to better utilize the network capabilities, reduce cost burden and generate supplementary revenue streams.

Acquisition strategy:    develop a more targeted and disciplined approach; focus on acquisitions that augment our existing online streaming portfolio.

Our Streaming Services

We have a very broad customer base (including retail and commercial customers). We offer subscription-based video services and Internet services to primarily residential customers, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive our services. Our video customers receive a package of programming, which generally includes

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1        “The Company has two Indian subsidiaries: Lytus India and DDC. DDC is an active cable company and has agreements with broadcasters for content delivery and distribution. For revenues, it has entered into customer contracts for cable services. The broadcaster/subscription fees reflected on page F-25 relate to operating activities of DDC only.”

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a device that provides an interactive electronic programming guide with parental controls, access to pay-per-view services, including video on demand (“VOD”). Customers have the option to purchase additional tiers of services, including premium channels that provide original programming, commercial-free movies, sports, and other special event entertainment programming. Almost all of the popular linear video channels and content are available in high definition.

Leading Technology-Enabled Innovation in Healthcare

Our healthcare work will focus on providing telemedicine solutions for the unmet medical needs of a large part of the Indian population. Our vision is to provide cost-efficient telemedicine services, as well as serve as an extension of the traditional healthcare system. Our unique addition to conventional telemedicine is in the form of local health centers staffed by trained nurses, both male and female, to assist the doctor to thoroughly examine the patient and administer treatment such injections as per the advice of the doctor on the video consultation.

We believe this extension of traditional healthcare services is vital because:

•        68% of Indians live in rural villages;

•        India has one doctor for every 1,445 people;

•        More than 75% of Indian doctors are based in cities or urban areas; and

•        Approximately 89% of rural Indian patients have to travel about 8 kilometers to access basic medical treatment2.

Tele-medicine services

Building on the Company’s strong fiber-optic network and customer base, we strive to use technology-based innovation to address the most significant unmet needs of patients and societies across rural India.

In the first phase of our journey, we are developing and delivering telehealth services in the nature of preventive healthcare using technologies such as Internet of Medical Things (IoMT) and Artificial Intelligence (AI). Our initial focus is aimed at offering basic health monitoring and digital stethoscope services with the help of our own smart devices and software systems and also last mile medicine delivery services. Further, we utilize clinical informatics for the collation of information for effective data analysis and for sharing the information with doctors/relatives/other stakeholders to help in better decision making.

With our streaming services and our devices, we intend to make it possible for the people to undertake self-health monitoring and combine the same with remote diagnosis and treatment with unique local assistance through secure patient-doctor consultation. Thereby not only reducing the number of trips to the hospital but also build an ecosystem that may turn out to be an affordable, as well as a fast, way to bridge the rural-urban health divide.

Technology Platform

In an industry where the cost of error is high, operational consistency and network dependability are critical. Information has to be accurate, and readily available. Our operations benefit from centralized decision-making and a uniform technology platform, coupled with a coordinated local presence. Our unified, scalable technology platform has been developed by our technology team, which is located in India. This technology platform covers all relevant aspects of our operations, from data management, business intelligence, traffic optimization and consumer engagement to infrastructure, logistics and payments. Data is constantly collected and analyzed to help optimize operations, make the consumer experience more personal and relevant, and enable us, selected sellers and logistics partners to make informed, real-time decisions.

Competitive Advantage

We continually enhance our access to fiber-optic network, with the goal of elevating the customer experience, enhancing reliability and sustaining future growth. Building on this capability and leveraging modern technology, we are diversifying into new growth areas to expand our business horizon.

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2         World Health Day Amid Covid Crisis by Pramod N Sulikeri, Available: https://myarogya.in/general/world-health-day-amid-covid-crisis/ & Telemedicine Force Multiplier for Healthcare Delivery by Major General Ashok Kumar Singh (retd), Available: https://innohealthmagazine.com/2020/guest-column/telemedicine-healthcare-delivery/

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From a traditional contact management service provider, we have evolved into a significant streaming service provider. We continue toinvest in long-term growth opportunities, while simultaneously building on our core capabilities and engaging in strategic partnerships to widen our geographical presence and offerings.

We focus on customer service excellence and technological leadership to further strengthen our differentiated competitive position and enhance the customer experience.

Recent Financing

On December30, 2020, the Company entered into an Agreement for Subscription of Debentures with an investor (the “Investor”) pursuant to which the Company shall issue to the Investor Redeemable Debentures (the “Debentures”) of Rs. 240 crores (a crore denotes ten million, approximately $32.32million). The tenure of the Debentures shall be 12months from the date of allotment of the Debentures, with an option to extend the period by another 4 years, for an aggregate of 5 years. The Debentures shall be redeemed at a value of Rs. 345 crores (approximately $46.46million), with an assumed principal amount of Rs. 300 crores (approximately $40.40million) and accumulated interest of Rs. 45 crores (approximately $6.06million), at the end of 12months from the issuance date. The redeemed amount shall be paid within the period of 45 days from the above due date, unless the period is extended for another 4 years, where which the revised redemption value shall be Rs. 345 crores (approximately $46.46million) plus an additional simple interest of 15% per annum on the revised principal amount of Rs. 300 crores (approximately $40.40million) starting from the revised principal date. The Debentures have not been issued because the transaction contemplated under the Agreement for Subscription of Debentures is still subject to the regulatory approval of the local government in India.

On July1, 2021, the Company entered into a subscription agreement (the “Subscription Agreement”) with an institutional investor (the “Investor”), pursuant to which it sold to the Investor 100 units (each, a “Bridge Unit” and collectively, the “Bridge Units”) at a price of $8,800 per Bridge Unit, with each Bridge Unit consisting of (i) a six-month, 7% Senior Secured Promissory Note in the principal amount of $10,000, reflecting an original issue discount of 12% (a “Note” and collectively the “Notes”), and (ii) one half of a three-year warrant (each, a “Bridge Warrant” and collectively, the “Bridge Warrants”) to purchase 10,000 of the Company’s common shares (the transaction, the “Bridge Financing”). The principal and accrued interest of the Notes will be due and payable on the date that is the earlier of (i) six (6) months anniversary of the Notes, or (ii) the closing of a firm commitment underwritten public offering that results in the common shares of the Company being traded on a U.S. national securities exchange (a “Qualified IPO”). On July1, 2021, the Company and the Investor also entered into a pledge agreement (the “Pledge Agreement”), pursuant to which the Company pledges and granted to the Investor a security interest in 75% of its equity interest in GHSI and all related Future Rights, and the Proceeds thereof, as such terms are defined in the Pledge Agreement. In addition, the Investor and GHSI entered into a Guaranty and Suretyship Agreement, pursuant to which GHSI jointly and severally guaranteed the payment of the Notes.

The Bridge Warrants issued in the Bridge Financing are exercisable six months after the Qualified IPO and allow the Investor to purchase up to 500,000 common shares (the “Bridge Warrant Shares”) of the Company at a price equal to (i) the lesser of 110% of the of the price of the Qualified IPO and the lowest daily volume weighted average price during the ten trading days prior to exercise of the Bridge Warrant, if six months have elapsed since a Qualified IPO has occurred, or (ii) 110% of the price of the Qualified IPO if six months have not elapsed since a Qualified IPO; or (iii) $10.00 if a Qualified IPO has not occurred. The holder of the Bridge Warrants shall also have the purchase rights to acquire securities that the Company issues which the Holder would have acquired if the Holder had held the number of Bridge Warrant Shares acquirable upon complete exercise of this Bridge Warrant immediately before the date on which a record is taken for the issuances. The Bridge Warrants Sharers shall be registered by the Company on a resale registration statement on Form F-1 promptly following the Qualified IPO.

The Bridge Financing was closed on July15, 2021, and the Company received gross proceeds of $880,000. The Company issued the Bridge Units in reliance upon the exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act.

On February3, 2022, the Company and the Investor entered into a maturity date extension agreement, pursuant to which the maturity date of the Notes was extended to the earlier of June1, 2022 or a Qualified IPO (the “Extension”). As cure for its maturity date default and in consideration for the extension of the maturity date of the Notes, the Company agreed to issue to the Investor $250,000 worth of its common shares or the equivalents at a per share price equal to the offering price in the Qualified IPO immediately prior to the closing of such Qualified IPO. On the same date, the Company and the Investor also entered into a registration rights agreement, pursuant to which the Company agreed to file a registration statement with the SEC to register the registrable securities under the Bridge Financing and the Extension within ninety (90) days from the date of the Qualified IPO.

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Emerging Growth Company Status

As a company with less than $1.07billion in revenue during our last two fiscal period (the period March16, 2020 (date of inception) through March31, 2020 and the year ended March31, 2021), we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012, and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

•        being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our SEC filings,

•        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 periodic reports, proxy statements and registration statements, and

•        exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”). However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.07billion or we issue more than $1.00billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.

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 take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

Foreign Private Issuer Status

We are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime.

As an exempted British Virgin Islands company to be listed on the NASDAQ Capital Market, we are subject to the NASDAQ Stock Market corporate governance listing standards. However, the NASDAQ Stock Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the British Virgin Islands, which is our home country, may differ significantly from the NASDAQ Stock Market corporate governance listing standards. For instance, we are not required to:

•        have a majority of the board to be independent (although all of the members of the audit committee must be independent under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act);

•        have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;

•        have regularly scheduled executive sessions for non-management directors; and

•        have annual meetings and director elections.

Currently, we do not intend to rely on home country practice with respect to our corporate governance and we intend to fully comply with the NASDAQ Stock Market corporate governance listing standards after we complete with this offering. For example, we intend to have mandatory annual meetings and director elections after this offering.

7

Notes on Prospectus Presentation

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. Certain market data and other statistical information contained in this prospectus is based on information from independent industry organizations, publications, surveys and forecasts. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources listed above, our internal research and our knowledge of the Indian information technology industry. While we believe such information is reliable, we have not independently verified any third-party information and our internal data has not been verified by any independent source.

Except where the context otherwise requires and for purposes of this prospectus only:

•        Depending on the context, the terms “we,” “us,” “our company,” and “our” refer to Lytus Technologies Holdings PTV. Ltd., BVI company, and its consolidated subsidiaries:

•        “Lytus India” refers to Lytus Technologies Private Limited, our wholly-owned subsidiary in India.

•        “DDC” refers to DDC CATV Network Private Ltd., our majority-owned (51%) subsidiary in India.

•        “common shares” refer to our common shares, $0.01 par value per share.

•        all references to “Rs.” or “Rupee” are to the legal currency of India, and all references to “USD,” “$”, “US$” and “U.S. dollars” are to the legal currency of the United States.

•        a “crore” denotes ten million.

Unless otherwise noted, all currency figures in this filing are in U.S. dollars.

This prospectus contains translations of certain Indian rupee amounts into U.S. dollar amounts at a specified rate solely for the convenience of the reader. Unless otherwise noted, we have translated profit and loss items at an average rate of Rs.71.09 for the period ended March31, 2020, Rs.74.17 for the year ended March31, 2021 and Rs. 73.76 for the interim six-month period ended September30, 2021. For balance sheet items, we have translated at a closing rate of Rs.75.33 as of March31, 2020 and Rs.73.20 as of March31, 2021 and Rs. 74.25 for the interim six-month period ended September30, 2021. We have stated equity accounts at their historical rates. We make no representation that the Indian rupee amounts or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Indian rupee amounts, as the case may be, at any particular rate or at all. Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

Assuming the completion of this offering, our officers, directors, and 5% or greater shareholders will, in the aggregate, beneficially own approximately 87.4% of our outstanding common shares. Specifically, Dharmesh Pandya, our chief executive officer and director, in the aggregate, will beneficially own 78.2% following this offering, which, in turn, will allow such shareholders to exert substantial influence over matters such as electing directors and approving mergers or other business combination transactions. As a result, our officers, directors, and 5% or greater shareholders will possess substantial ability to impact our management and affairs and the outcome of matters submitted to shareholders for approval. This concentration of ownership and voting power may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of our company and might reduce the price of our common shares. These actions may be taken even if they are opposed by our other shareholders, including those who purchase common shares in this offering. See “Risk Factors”.

8

The Offering

Securities offered	3,246,754 units, each unit consisting of one common share and one warrant.
Warrants offered	The warrants are exercisable immediately, and will be issued separately in this offering, but will be purchased together in this offering. The estimated exercise price of the warrants is $5.75 per share (100% of the public offering price of one Unit based on an assumed offering price of $5.75, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus). Each warrant is exercisable for one common share, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common shares as described herein. A holder may not exercise any portion of a warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of the outstanding common shares after exercise, as such percentage ownership is determined in accordance with the terms of the warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage not in excess of 9.99%. Each warrant will be exercisable immediately upon issuance and will expire five years after the initial issuance date. The terms of the warrants will be governed by a Warrant Agreement, dated as of the effective date of this offering, between us and VStock Transfer, LLC, as the warrant agent (the “Warrant Agent”). This prospectus also relates to the offering of the common shares issuable upon exercise of the warrants. For more information regarding the warrants, you should carefully read the section titled “Description of Share Capital — Warrants” in this prospectus.
Over-allotment option to purchase additional securities from us	We have granted the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an additional 487,013 common shares and/or an additional 487,013 warrants (equal to 15% of the common shares and warrants included in the units sold in this offering), in any combination thereof, solely to cover over-allotments, if any. The purchase price to be paid per additional common share will be equal to the public offering price of one unit, less the underwriting discount, and the purchase price to be paid per additional warrant will be $0.01.
Common shares outstanding before this offering	34,154,062 common shares.
Common shares outstanding after this offering	37,400,816 common shares.
Use of proceeds	We intend to use the proceeds from this offering for working capital and general corporate purposes, including acquiring additional assets and developing our telemedicine service. See “Use of Proceeds” for more information.
Lockup agreements	Our executive officers, directors, and shareholders holding 5% or more of our common shares prior to the offering, collectively, have agreed with the underwriters not to sell, transfer. or dispose of any common shares or similar securities for a period of 90 days following the closing of this offering.
NASDAQ trading symbols	We have received approval for listing of our common shares on the NASDAQ Capital Market under the symbol “LYT.” We are in the process of seeking approval for listing the warrants included in the units on the NASDAQ Capital Market under the symbol “LYTWW.” We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on the NASDAQ Capital Market. The offering will not proceed unless our warrants are accepted for listing on the NASDAQ Capital Market.
Risk factors	Investing in these securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus before deciding to invest in our securities.

9

Summary Consolidated Financial Data

The following tables summarize our historical consolidated financial data. The summary consolidated statements of operation for the years ended March31, 2020 and 2021 and interim condensed consolidated statements of operation for the six months ended September30, 2020 and 2021, the summary consolidated balance sheets as of March31, 2020 and 2021 and interim condensed consolidated balance sheet as of September30, 2021 have been derived from our consolidated financial statements included elsewhere in this prospectus. The following summary consolidated financial data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for any interim period are not necessarily indicative of the results to be expected for a full fiscal year.

The following table presents our summary consolidated statements of operation for the years ended March 31, 2021 and 2020:

	For the year ended March 31, 2021 (US$)			For the period March 16, 2020 to March 31, 2020 (US$)
Revenues:
Revenue from contracts with customers	$	1,900,987		$	—
Other operating revenue		—			—
Total revenues		1,900,987			—
Other income
Other income		14,648,473			15,759,393
Total income		16,549,460			15,759,393
Expenses:
Cost of revenue		924,934			—
Amortization of intangible assets		11,931,668			204,086
Depreciation		240,164			—
Legal and professional expense		392,954			272,894
Staffing expense		446,022			15,777
Other operating expenses		584,734			8,463
Total expenses		14,520,476			501,220
Finance Income		8,524			—
Finance Cost		270,000			—
Income before income tax		1,767,508			15,258,173
Income tax expense		616,893			3,894,674
Net income after tax available to common shareholders	$	1,150,615		$	11,363,499
Attributable to:
Controlling interest	$	1,174,970		$	11,363,499
Non-controlling interest		(24,355	)		—
Other comprehensive income/(loss)
Items that may be reclassified subsequently to income
Foreign currency translation reserves of subsidiaries, net of tax		(754,959	)		(306,910	)
Total comprehensive income	$	395,656		$	11,056,589
Attributable to:
Controlling interest	$	432,446		$	11,056,589
Non-controlling interest	$	(36,790	)	$	—
Basic income per share of common share	$	0.05		$	37.88
Basic weighted average number of shares outstanding		24,306,528			300,000
Diluted income per share of common share	$	0.05		$	37.88
Diluted weighted average number of shares outstanding		24,306,528			300,000

10

The following table presents our summary consolidated balance sheets data as of March 31, 2021 and 2020.

	As of March 31, 2021 (US$)			As of March 31, 2020 (US$)
ASSETS
Current assets
Cash and cash equivalents	$	26,142		$	41,760
Other financial assets		59,801			42,038
Trade receivables		395,585			390,151
Other receivables		35,572,982			17,550,223
Other current assets		265,311			163,847
Total current assets		36,319,821			18,188,019
Non-current assets
Property and equipment, net		940,231			1,130,534
Capital work-in-process		25,001			—
Intangible assets and Goodwill		47,472,204			59,326,290
Other non-current assets		8,197			16,472
Deferred tax assets		447,787			156,020
Total non-current assets		48,893,420			60,629,316
Total assets	$	85,213,241		$	78,817,335
LIABILITIES AND EQUITY
Current Liabilities
Borrowings from related party	$	1,456,131		$	1,587,216
Trade payables		876,154			425,667
Other financial liabilities		565,028			345,924
Security deposits payable		36,089			59,807
Other current liabilities		5,629,150			2,722,624
Customers acquisition payable		30,223,965			29,372,718
Current tax liability		2,313,098			2,005,748
Total current liabilities		41,099,615			36,519,704
Non-current liabilities
Customer acquisition payable, net of current portion		30,223,965			29,372,718
Deferred tax liability		2,137,066			1,907,015
Total non-current liabilities		32,361,031			31,279,733
Total liabilities		73,460,646			67,799,437
Commitments and contingencies		1,959,450			1,194,822
EQUITY
Equity share capital		341,541			3,000
Other equity		11,489,029			11,056,589
Equity attributable to equity holders of the company		11,830,570			11,059,589
Non-controlling interest		(77,975	)		(41,691	)
Total equity		11,752,595			11,017,898
Total liabilities and equity	$	85,213,241		$	78,817,335

11

The following tables presents our summary of unaudited interim condensed consolidated statements of operations for the six months ended September 30, 2021 and 2020:

	For the period ended September 30, 2021 (Unaudited)			For the period ended September 30, 2020 (Unaudited)
	(US$)			(US$)
Revenues:
Operating revenue
Subscription Income	$	455,385		$	560,965
Carriage Fees		32,828			119,494
Advertisement Income		56,908			28,705
Placement Fees		43,788			19,055
Fiber Lease Charges		35,942			33,896
Telemedicine service fees		102,012			—
Others		24,932			23,450
Total revenues		751,795			785,565
Other income
Other income		7,258,605			6,561,354
Total income		8,010,400			7,346,919
Expenses:
Cost of revenue		370,668			419,897
Amortization of intangible assets		6,015,438			5,917,064
Depreciation		99,067			117,439
Legal and professional expense		231,687			251,282
Staffing expense		288,905			149,695
Other operating expenses		227,057			93,138
Total expenses		7,232,822			6,948,515
Finance Income		788			2,505
Finance costs		220,376			—
Income before income tax		557,990			400,909
Income tax expense		765,207			151,548
Net income/(loss) after tax available to common shareholders	$	(207,217	)	$	249,361
Attributable to:
Controlling interest	$	(202,903	)	$	215,219
Non-controlling interest		(4,314	)		34,142
Other comprehensive income/(loss)
Items that may be reclassified subsequently to income
Foreign currency translation reserves of subsidiaries, net of tax		350,596			698,894
Total comprehensive income for the period	$	143,379		$	(449,534	)
Attributable to:
Controlling interest	$	138,910		$	(471,816	)
Non-controlling interest	$	4,469		$	22,283
Basic income per share of common share	$	0		$	0.83
Basic weighted average number of shares outstanding		34,154,062			300,000
Diluted income per share of common share	$	0		$	0.83
Diluted weighted average number of shares outstanding		34,154,062			300,000

12

The following table presents our summary of interim condensed consolidated balance sheets data as of September 30, 2021 and for the year ended March 31, 2021

	As of September 30, 2021 (Unaudited)		As of March 31, 2021 (Audited)
	(US$)		(US$)
ASSETS
Current assets
Cash and cash equivalents	$	340,876	$	26,142
Other financial assets		58,951		59,801
Trade receivables		390,504