Correspondence 0001213900-24-090907 from Lytus Technologies Holdings PTV. Ltd. (LYTHF)
Lytus Technologies Holdings PTV. Ltd.
Date: Oct. 25, 2024 · CIK: 0001816319 · Accession: 0001213900-24-090907
AI Filing Summary & Sentiment
File numbers found in text: 333-280797
Referenced dates: September 25, 2024
Letter
VIA EDGAR Division of Corporate Finance Attention: Becky Chow, Stephen Krikorian, Kathleen Krebs, Larry Spirgel 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 Becky Chow, Stephen Krikorian, Kathleen Krebs, and Larry Spirgel:
On behalf of our client, Lytus Technologies Holdings PTV. Ltd. (the “Company”), we hereby file Amendment No. 2 to the Company’s Registration Statement on Form F-1 (the “Amendment No. 2”). Amendment No. 2 is filed to provide responses to comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in a letter dated September 25, 2024 (the “Staff’s Letter”) relating to the Company’s Amendment No. 1 to Registration Statement on Form F-1 as submitted with the Commission on August 26, 2024. In order to facilitate your review, we have responded, on behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are set forth below in bold font and our response follows each respective Comment. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 2.
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.
Response: In response to the Staff’s comment, a disclosure has been added to clarify that the Company is only registering for resale the shares underlying the Notes and other securities issued under the first and second tranches, and that the shares underlying the Notes and other securities to be issued in the third tranche are not being registered for resale on the cover page.
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.
Response: In response to the Staff’s comment, Mast Hill has been added as an underwriter on the cover page and on page 34.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 2
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.
Response: In response to the Staff’s comment, a disclosure has been added to detail 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 on the cover page.
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.
Response: In response to the Staff’s comment, a disclosure has been added that the shares issued under the first and second tranches and the shares issuable pursuant to the Equity Purchase Agreement are registered for resale under the Registration Statement on pages 2 and 4.
Securities Purchase Agreement, page 2
5. Disclose the maturity date of the Notes.
Response: In response to the Staff’s comment, a disclosure has been added that the notes will mature twelve months from their respective issue dates on pages 2 and 38.
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;
Response: In response to the Staff’s comment, a disclosure regarding the term of the equity line agreement has been added on page 3.
● the fully discounted price at which the investor will receive the shares;
Response: In response to the Staff’s comment, a disclosure regarding the fully discounted price at which Mast Hill will receive the shares has been added on pages 3 and 40.
● 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;
Response: In response to the Staff’s comment, a disclosure regarding the beneficial ownership cap and how the beneficial ownership cap does not prevent the investor from selling all of the shares it receives under the equity line has been added on page 3-4.
● that the agreement and rights of the parties may not be assigned; and
Response: In response to the Staff’s comment, a disclosure that the agreement and rights of the parties may not be assigned has been added on page 3.
● 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.
Response: In response to the Staff’s comment, a disclosure that the Equity Purchase Agreement, as amended restricts Mast Hill from engaging in short-selling has been added on page 4 and 41.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 3
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.
Response: In response to the Staff’s comment, a disclosure has been made on pages 3 and 40-41.
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.
Response: In response to the Staff’s comment, a disclosure that our financial statements may not be comparable to companies that comply with public company effective dates has been added on pages 27 and 51.
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.
Response: In response to the Staff’s comment, the principal amount of the Notes and accrued interest rate has been disclosed on page 32.
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.
Response: In response to the Staff’s comment, have revised the disclosure on page 34 of the Amendment No. 2 to cover underwritten offerings in the Plan of Distribution, and confirm the Company’s understanding that the retention by a selling stockholder of an underwriter would constitute a material change to the plan of distribution requiring a post-effective amendment.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 4
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.
Response: In response to the Staff’s comment, R. F. Lafferty & Co., Inc. was identified as a placement agent on page 35 and the placement agent agreement was filed 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
Response: In response to the Staff’s comment, a disclosure that Mast Hill has not and will not engage in any short selling of the Company’s securities or other hedging activities has been made on page 35.
● how the equity line investor intends to distribute the securities it owns or will acquire.
Response: In response to the Staff’s comment, a disclosure that Mast Hill has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute our common shares has been made on page 34.
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
Response: In response to the Staff’s comment, a disclosure clarifying how the provisions of Regulation M may prohibit Mast hill and any other distribution participants from engaging in market making activities while the equity line is in effect has been made on page 34-35.
● purchasing shares in the open market while the equity line is in effect.
Response: In response to the Staff’s comment, a disclosure clarifying how the provisions of Regulation M may prohibit Mast hill and any other distribution participants from purchasing shares in the open market while the equity line is in effect has been made on page 34-35.
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.
Response: In response to the Staff’s comment, a disclosure has been made on page 41.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 5
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.
Response: In response to the Staff’s comment, a expanded and revised disclosures have been added on page 49-51.
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.
Response: In response to the Staff’s comment, a disclosure has been added on page 70-71.
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.
Response: In response to the Staff’s comment, a disclosure regarding why the summary compensation table shows now compensation paid has been added on page 74.
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.
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the amounts included under the “Commitments and Contingencies” line item on the Statements of Financial Position are detailed in Note 15 of the financial statements. These primarily pertain to our commitment for additional capital infusion in Sri Sai for expansion purposes. As of March 31, 2024, the total commitment stood at $7,500,000, which was subsequently revised to $6,000,000 due to recent synergies realized in technology costs.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 6
The Company presented this item based on Instruction 7 to Item 5 of the General Instructions for Form 20-F, which mandates a discussion of commitments or obligations arising from arrangements with unconsolidated entities or persons that may materially affect the registrant’s financial condition, even if these obligations are not recognized on the balance sheet. This includes arrangements such as guarantees, contractual agreements, or contingent interests, which may not result in recognized liabilities but are considered relevant for disclosure.
Regarding the query on the nature of the $7.5 million investment, this capital infusion is not for acquiring additional ownership beyond our existing 51% stake in Sri Sai. Instead, it represents our commitment towards funding strategic expansions to enhance operational capacity and market reach.
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.
Response: In response to the Staff’s comment, the Company resp
Show Raw Text
CORRESP
1
filename1.htm
Thomas J. Poletti
Manatt, Phelps & Phillips, LLP
Direct Dial: (714) 371-2501
TPoletti@manatt.com
October 25, 2024
Client-Matter: 71488-031
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Becky Chow, Stephen Krikorian, Kathleen
Krebs, Larry Spirgel
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 Becky Chow, Stephen Krikorian, Kathleen Krebs,
and Larry Spirgel:
On behalf of our client, Lytus Technologies Holdings
PTV. Ltd. (the “Company”), we hereby file Amendment No. 2 to the Company’s Registration Statement on Form F-1 (the “Amendment
No. 2”). Amendment No. 2 is filed to provide responses to comments (the “Comments”) of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) issued in a letter dated September 25, 2024 (the “Staff’s
Letter”) relating to the Company’s Amendment No. 1 to Registration Statement on Form F-1 as submitted with the Commission
on August 26, 2024. In order to facilitate your review, we have responded, on behalf of the Company, to each of the Comments set forth
in the Staff’s Letter, on a point by point basis. The Comments are set forth below in bold font and our response follows each respective
Comment. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 2.
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.
Response: In response to the
Staff’s comment, a disclosure has been added to clarify that the Company is only registering for resale the shares underlying the
Notes and other securities issued under the first and second tranches, and that the shares underlying the Notes and other securities to
be issued in the third tranche are not being registered for resale on the cover page.
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.
Response: In response to the
Staff’s comment, Mast Hill has been added as an underwriter on the cover page and on page 34.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 2
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.
Response: In response to the
Staff’s comment, a disclosure has been added to detail 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 on the cover page.
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.
Response: In response to the
Staff’s comment, a disclosure has been added that the shares issued under the first and second tranches and the shares issuable
pursuant to the Equity Purchase Agreement are registered for resale under the
Registration Statement on pages 2 and 4.
Securities Purchase Agreement, page 2
5. Disclose the maturity date of the Notes.
Response: In response to the
Staff’s comment, a disclosure has been added that the notes will mature twelve months from their respective issue dates on pages
2 and 38.
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;
Response: In response to the
Staff’s comment, a disclosure regarding the term of the equity line agreement has been added on page 3.
● the fully discounted price at which the investor will receive
the shares;
Response: In response to the
Staff’s comment, a disclosure regarding the fully discounted price at which Mast Hill will receive the shares has been added on
pages 3 and 40.
● 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;
Response: In response to the
Staff’s comment, a disclosure regarding the beneficial ownership cap and how the beneficial ownership cap does not prevent the investor
from selling all of the shares it receives under the equity line has been added on page 3-4.
● that the agreement and rights of the parties may not be assigned;
and
Response: In response to the Staff’s comment,
a disclosure that the agreement and rights of the parties may not be assigned has been added on page 3.
● 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.
Response: In response to the
Staff’s comment, a disclosure that the Equity Purchase Agreement, as amended restricts Mast Hill from engaging in short-selling
has been added on page 4 and 41.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 3
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.
Response: In response to the Staff’s comment,
a disclosure has been made on pages 3 and 40-41.
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.
Response: In response to the
Staff’s comment, a disclosure that our financial statements may not be comparable to companies that comply with public company effective
dates has been added on pages 27 and 51.
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.
Response: In response to the
Staff’s comment, the principal amount of the Notes and accrued interest rate has been disclosed on page 32.
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.
Response: In response to the
Staff’s comment, have revised the disclosure on page 34 of the Amendment No. 2 to cover underwritten offerings in the Plan of Distribution,
and confirm the Company’s understanding that the retention by a selling stockholder of an underwriter would constitute a material
change to the plan of distribution requiring a post-effective amendment.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 4
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.
Response: In response to the
Staff’s comment, R. F. Lafferty & Co., Inc. was identified as a placement agent on page 35 and the placement agent agreement
was filed 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
Response: In response to the
Staff’s comment, a disclosure that Mast Hill has not and will not engage in any short selling of the Company’s securities
or other hedging activities has been made on page 35.
● how the equity line investor intends to distribute the securities
it owns or will acquire.
Response: In response to the
Staff’s comment, a disclosure that Mast Hill has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute our common shares has been made on page 34.
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
Response: In response to the
Staff’s comment, a disclosure clarifying how the provisions of Regulation M may prohibit Mast hill and any other distribution participants
from engaging in market making activities while the equity line is in effect has been made on page 34-35.
● purchasing shares in the open market while the equity line
is in effect.
Response: In response to the
Staff’s comment, a disclosure clarifying how the provisions of Regulation M may prohibit Mast hill and any other distribution participants
from purchasing shares in the open market while the equity line is in effect has been made on page 34-35.
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.
Response: In response to the Staff’s comment,
a disclosure has been made on page 41.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 5
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.
Response: In response to the
Staff’s comment, a expanded and revised disclosures have been added on page 49-51.
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.
Response: In response to the Staff’s comment,
a disclosure has been added on page 70-71.
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.
Response: In response to the
Staff’s comment, a disclosure regarding why the summary compensation table shows now compensation paid has been added on page 74.
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.
Response: In response to the
Staff’s comment, the Company respectfully advises the Staff that the amounts included under the “Commitments and Contingencies”
line item on the Statements of Financial Position are detailed in Note 15 of the financial statements. These primarily pertain to our
commitment for additional capital infusion in Sri Sai for expansion purposes. As of March 31, 2024, the total commitment stood at $7,500,000,
which was subsequently revised to $6,000,000 due to recent synergies realized in technology costs.
Re: Lytus Technologies Holdings PTV. Ltd.
October 25, 2024
Page 6
The Company presented this item based
on Instruction 7 to Item 5 of the General Instructions for Form 20-F, which mandates a discussion of commitments or obligations arising
from arrangements with unconsolidated entities or persons that may materially affect the registrant’s financial condition, even
if these obligations are not recognized on the balance sheet. This includes arrangements such as guarantees, contractual agreements, or
contingent interests, which may not result in recognized liabilities but are considered relevant for disclosure.
Regarding the query on the nature of
the $7.5 million investment, this capital infusion is not for acquiring additional ownership beyond our existing 51% stake in Sri Sai.
Instead, it represents our commitment towards funding strategic expansions to enhance operational capacity and market reach.
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.
Response: In response to the
Staff’s comment, the Company resp