SecProbe.io

CORRESP
 1
 filename1.htm

 March 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549-0405

 RE:
 Lytus Technologies Holdings PTV. Ltd.

 Registration Statement on Form F-1

 File No. 333-285389

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the rules and regulations
promulgated under the Securities Act of 1933, as amended, Lytus Technologies Holdings PTV. Ltd. respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 12:30 pm Eastern Time on
March 12, 2025, or as soon thereafter as practicable.

 Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

 Very truly yours,

 /s/ Dharmesh Pandya

 Dharmesh Pandya

 Chief Executive Officer

 cc:
 Thomas Poletti, Esq.

 Veronica Lah, Esq.

CORRESP
 1
 filename1.htm

 March 11, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549-0405

 RE: Lytus Technologies Holdings PTV. Ltd.

 Registration Statement on
Form F-3

 File No. 333-285389

 VIA EDGAR

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence via EDGAR on March 7, 2025, in which we requested acceleration of the effective date of the above referenced Registration
Statement to 4:30 p.m., Eastern Time, on March 11, 2025, or as soon thereafter as may be practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at such time
and we hereby withdraw our request for acceleration of the effective date until further notice from the Company.

 The Registrant respectfully
requests that it be notified of acceptance of this notice of withdrawal by a telephone call to Thomas Poletti at (714) 371-2501 or Veronica
Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP.

 Very truly yours,

 By:
 /s/ Dharmesh Pandya

 Name:
 Dharmesh Pandya

 Title:
 Chief Executive Officer

 cc: Thomas Poletti, Esq.

 Veronica Lah, Esq.

CORRESP
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March 7, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0405

    RE:
    Lytus Technologies Holdings PTV. Ltd.

    Registration Statement on Form F-3

    File No. 333-285389

Ladies and Gentlemen:

Pursuant to Rule 461 of the rules and regulations
promulgated under the Securities Act of 1933, as amended, Lytus Technologies Holdings PTV. Ltd. respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 pm Eastern Time on March
11, 2025, or as soon thereafter as practicable.

Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

    Very truly yours,

    /s/ Dharmesh Pandya

    Dharmesh Pandya

    Chief Executive Officer

    cc:

    Thomas Poletti, Esq.

    Veronica Lah, Esq.

March 5, 2025
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
Unit 1214, One BKC, G Block
Bandra Kurla Complex, Bandra East
Mumbai, India 400051
Re:Lytus Technologies Holdings PTV. Ltd.
Registration Statement on Form F-3
Filed February 28, 2025
File No. 333-285389
Dear Dharmesh Pandya:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Thomas J. Poletti

December 31, 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.
Registration Statement on Form F-3
Filed December 27, 2024
File No. 333-284055
Dear Dharmesh Pandya:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Kathleen Krebs at 202-551-3350 or Larry Spirgel at 202-551-
3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Thomas J. Poletti, Esq.

CORRESP
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December 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0405

    Attention:
    Kathleen Krebs

    RE:
    Lytus Technologies Holdings PTV. Ltd.

    Registration Statement on Form F-3

    File No. 333-284055

Ladies and Gentlemen:

Pursuant to Rule 461 of the rules and regulations
promulgated under the Securities Act of 1933, as amended, Lytus Technologies Holdings PTV. Ltd. respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 12:00 pm Eastern Time on
December 31, 2024, or as soon thereafter as practicable.

Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

    Very truly yours,

    /s/ Dharmesh Pandya

    Dharmesh Pandya

    Chief Executive Officer

    cc:

    Thomas Poletti, Esq.

    Veronica Lah, Esq.

CORRESP
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December 18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0405

    Attention:
    Kathleen Krebs, Becky Chow, Stephen Krikorian and Larry Spirgel

    RE:
    Lytus Technologies Holdings PTV. Ltd.

Registration Statement on Form F-1,
as amended

File No. 333-280797

Ladies and Gentlemen:

Pursuant to Rule 461 of the rules and regulations
promulgated under the Securities Act of 1933, as amended, Lytus Technologies Holdings PTV. Ltd. respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 pm Eastern Time on December
19, 2024, or as soon thereafter as practicable.

Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

    Very truly yours,

    /s/ Dharmesh Pandya

    Dharmesh Pandya

    Chief Executive Officer

    cc:
    Thomas Poletti, Esq.

Veronica Lah, Esq.

CORRESP
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    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    November 27, 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. 2 to Registration Statement on Form F-1

Filed October 28, 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. 3 to the Company’s Registration Statement on Form F-1 (the “Amendment
No. 3”). Amendment No. 3 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 November 14, 2024 (the “Staff’s
Letter”) relating to the Company’s Amendment No. 2 to Registration Statement on Form F-1 as submitted with the Commission
on October 28, 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. 3.

Amendment No. 2 to Form F-1

Prospectus Summary

Equity Line of Credit, page 3

    1.
    We note that the Market Price under the equity line is the lowest VWAP in the four days after the shares are deposited into Mast Hill’s brokerage account. Disclose whether Mast Hill may sell shares received as a put under the equity line before the Market Price is determined for that put. If so, discuss the risk that the investor’s sale of put shares prior to pricing may depress the trading price of the company’s shares and lead to Mast Hill paying less for those shares.

Response: In response to the
Staff’s comment, the risk relating to Mast Hill’s sale of put shares prior to pricing has been added on the cover page and
on pages 3, 9 and 40.

Plan of Distribution, page 33

    2.
    Please disclose on the prospectus cover page that R. F. Lafferty & Co., Inc. will earn a cash fee of 4% of any cash draws under the equity line. In addition, clarify here and on the prospectus cover page that the company will pay the fee by having the fee amount deducted from the amount Mast Hill will pay to the company for each put of shares.

Response: In response to the
Staff’s comment, a disclosure regarding the cash fee and how the Company will pay the fee has been added on the cover page and on
page 35.

    Re: Lytus Technologies Holdings PTV. Ltd.

    November 27, 2024

Page 2

Description of Business, page 65

    3.
    Please provide a description of the material effects of government regulations on the company’s business, identifying the regulatory body.

Response: In response to the
Staff’s comment, a disclosure regarding government regulations has been added on pages 71-80.

Key Market Trends, page 70

    4.
    Please disclose the material terms and conditions you are required to follow under the Internet Service Provider license guidelines and the terms of your particular Internet Service Provider license. Disclose who holds the license, the date the license agreement was entered into and when you must provide the required services under the license agreement.

Response: In response to the
Staff’s comment, a disclosure regarding the Internet Service Provider License has been added on pages 70-71.

Employees, page 71

    5.
    You provide disclosure about the company’s employees on pages 71 and 80. Please combine this disclosure. In addition, provide employee disclosure for your consolidated entity, Sri Sai Cable and Broadband Private Limited.

Response: In response to the
Staff’s comment, the disclosure has been revised to provide for the updated employee disclosure for the consolidated entity on page
80.

Executive Compensation, page 74

    6.
    We note your response to prior comment 17 as well as your disclosure that it is expected that the independent compensation committee shall conduct its meeting for review of the compensation of Messrs. Pandya and Shah on or prior to August 10, 2024. Please update this disclosure. In addition, disclose whether the compensation committee can approve compensation at any time for years other than the most recently completed fiscal year.

Response: In response to the
Staff’s comment, the compensation committee conducted its meeting on September 30, 2024 and decided to determine compensation of
Messrs. Pandya and Shah for the most recently completed fiscal year by April 15, 2025. Accordingly, this disclosure has been revised on
page 83.

Consolidated Statements of Financial Position, page F-3

    7.
    We note your response to prior comment 18. When the “Commitments and contingencies” caption is included on the face of the balance sheet, the amount should be left blank instead and direct readers to the notes to the financial statements for disclosures. As such, please remove the amount and leave it blank since that amount is not recognized in your accounts. Refer to IAS 37. The Form 20-F instructions that you reference require a discussion in your footnote disclosures.

Response: In response to the
Staff’s comment, the table has been revised to remove the amounts on page F-3.

    Re: Lytus Technologies Holdings PTV. Ltd.

    November 27, 2024

Page 3

Notes to Consolidated Financial Statements

Note 3A - Other income, page F-24

    8.
    We note your response to prior comment 19. However, we note you presented other income as part of your total revenue on page 53 and 57. In this regard, the table on page 53 has a header labeled as “type of services” while those income items are not service revenues. Also, the table on top of page 53 and on page 57 includes the other income amounts in the total revenue line item. Please revise to separately identify these amounts as other income. Lastly, your Consolidated Statements of Profit and Loss includes other income under the Revenue caption. Please revise to remove the top Revenues “header” or alternatively change that header and the total to clearly describe the amounts as “Revenues and other income.” Please revise accordingly.

Response: In response to the
Staff’s comment, the tables and disclosures on pages 53, 57, 58, and F-4 have been revised.

Note 7 - Other Current Financial Assets,
page F-31

    9.
    Please describe the nature of the amounts presented as “Advances for network acquisition.” That is, please describe the network that is being acquired.

Response: In response to the
Staff’s comment, the amounts presented as “Advances for network acquisition” refer to upfront payments made to acquire
subscriber networks, including subsequent tranches of additional networks. This process typically involves securing access to a base of
existing or potential subscribers from another network provider or entity. The goal of acquiring such networks is to enhance the company’s
subscriber base, drive revenue growth, expand market reach, and reduce competition within specific territories. These advances form part
of the company’s strategic initiatives to strengthen its customer portfolio and establish a more prominent position in the industry.

Note 10B - Other Non-Current Assets, page
F-33

    10.
    Please describe the nature of amounts included in “Capital advances for property, plant and equipment.” Tell us why the amounts have not resulted in the acquisition of any fixed assets.

Response: In response to the
Staff’s comment, the capital advances are paid towards the development of audio OTT platform, IPTV platform and IPTV box. We have
reported the launch of audio OTT platform and on-going development activities of entertainment OTT platform, in our subsequent events
(refer to page F-59). In the interim financials, the amount to the extent of $2 million would result in intangible assets, ready to be
installed in the technology-compatible streaming device.

Note 16- Equity, page F-41

    11.
    Please revise the number of shares of common stock that are shown as a pre-split amount to the post-split amount in order to avoid confusion and to comply with paragraph 28 of IAS 33.

Response: In response to the
Staff’s comment, the number of shares of common stock on pages F-41-42 have been revised to show post-split share numbers.

    Re: Lytus Technologies Holdings PTV. Ltd.

    November 27, 2024

Page 4

Note 16 - Equity, page F-42

    12.
    We note your response to prior comment 23 that you have issued 40,000,000 shares for the purpose of employee incentive plan and made an adjustment to retained earnings rather than a direct charge to profit or loss. However, under IFRS 2 paragraphs 8 to 9, when the goods or services received or acquired in a share-based payment transaction do not qualify for recognition as assets, they shall be recognized as expenses. As such, the fair value of the shares issued should be charged to employee compensation expense in profit or loss. Please revise, or provide us an accounting analysis with specific reference to IFRS 2 to support your current account that the equity impact is recognized in retained earnings rather than as a direct charge to profit or loss. Tell us whether any of the shares of common stock have been allocated to your employees.

Response: In response to the
Staff’s comment, the 666,667 shares (post reverse stock split) consisted of restricted shares issued to Lytus Trust. Please note
that the Company established Lytus Trust solely for the purpose of facilitating a subsequent allocation of such shares by management
to employees of the Company. To date, none of such shares have been allocated and thus, because there has been no transfer of equity
instruments to employees, the Company respectfully submits that there is no current obligation to recognize an expense under IFRS 2:
Share-based Payment at this stage. The Company believes the treatment of such issuance is in compliance with the IFRS 2.8-9 as there
were no goods or services received in consideration for the issuance of such shares and the issuance was not compensatory to the trust.

Should you or the staff have
questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

    cc:
    Lytus Technologies Holdings PTV. Ltd.

Manatt, Phelps & Phillips, LLP 695 Town Center
Drive, 14th Floor, Costa Mesa, California 92626

Tel: 714.371.2500 Fax: 714.371.2550

Albany | Boston | Chicago | Los Angeles | New York
| Orange County | Sacramento | San Francisco | Silicon Valley |

Washington, D.C.

November 14, 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. 2 to Registration Statement on Form F-1
Filed October 28, 2024
File No. 333-280797
Dear Dharmesh Pandya:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our August 27, 2024 letter.
Amendment No, 2 to Form F-1
Prospectus Summary
Equity Line of Credit, page 3
1.We note that the Market Price under the equity line is the lowest VWAP in the four
days after the shares are deposited into Mast Hill's brokerage account. Disclose
whether Mast Hill may sell shares received as a put under the equity line before the
Market Price is determined for that put. If so, discuss the risk that the investor's sale of
put shares prior to pricing may depress the trading price of the company's shares and
lead to Mast Hill paying less for those shares.

November 14, 2024
Page 2
Plan of Distribution, page 33
2.Please disclose on the prospectus cover page that R. F. Lafferty & Co., Inc. will earn a
cash fee of 4% of any cash draws under the equity line. In addition, clarify here and
on the prospectus cover page that the company will pay the fee by having the fee
amount deducted from the amount Mast Hill will pay to the company for each put of
shares.
Description of Business, page 65
3.Please provide a description of the material effects of government regulations on the
company’s business, identifying the regulatory body.
Key Market Trends, page 70
4.Please disclose the material terms and conditions you are required to follow under the
Internet Service Provider license guidelines and the terms of your particular Internet
Service Provider license. Disclose who holds the license, the date the license
agreement was entered into and when you must provide the required services under
the license agreement.
Employees, page 71
5.You provide disclosure about the company's employees on pages 71 and 80. Please
combine this disclosure. In addition, provide employee disclosure for your
consolidated entity, Sri Sai Cable and Broadband Private Limited.
Executive Compensation, page 74
6.We note your response to prior comment 17 as well as your disclosure that it is
expected that the independent compensation committee shall conduct its meeting for
review of the compensation of Messrs. Pandya and Shah on or prior to August 10,
2024. Please update this disclosure. In addition, disclose whether the compensation
committee can approve compensation at any time for years other than the most
recently completed fiscal year.
Consolidated Statements of Financial Position, page F-3
7.We note your response to prior comment 18.  When the "Commitments and
contingencies" caption is included on the face of the balance sheet, the amount should
be left blank instead and direct readers to the notes to the financial statements for
disclosures. As such, please remove the amount and leave it blank since that amount is
not recognized in your accounts. Refer to IAS 37. The Form 20-F instructions that you
reference require a discussion in your footnote disclosures.
Notes to Consolidated Financial Statements
Note 3A - Other income, page F-24
We note your response to prior comment 19. However, we note you presented other
income as part of your total revenue on page 53 and 57. In this regard, the table on
page 53 has a header labeled as "type of services" while those income items are not
service revenues. Also, the table on top of page 53 and on page 57 includes the other 8.

November 14, 2024
Page 3
income amounts in the total revenue line item. Please revise to separately identify
these amounts as other income. Lastly, your Consolidated Statements of Profit and
Loss includes other income under the Revenue caption. Please revise to remove the
top Revenues "header" or alternatively change that header and the total to clearly
describe the amounts as "Revenues and other income." Please revise accordingly.
Note 7 - Other Current Financial Assets, page F-31
9.Please describe the nature of the amounts presented as "Advances for network
acquisition."  That is, please describe the network that is being acquired.
Note 10B - Other Non-Current Assets, page F-33
10.Please describe the nature of amounts included in "Capital advances for property,
plant and equipment."  Tell us why the amounts have not resulted in the acquisition of
any fixed assets.
Note 16- Equity, page F-41
11.Please revise the number of shares of common stock that are shown as a pre-split
amount to the post-split amount in order to avoid confusion and to comply with
paragraph 28 of IAS 33.
Note 16 - Equity, page F-42
12.We note your response to prior comment 23 that you have issued 40,000,000 shares
for the purpose of employee incentive plan and made an adjustment to retained
earnings rather than a direct charge to profit or loss. However, under IFRS 2
paragraphs 8 to 9, when the goods or services received or acquired in a share-based
payment transaction do not qualify for recognition as assets, they shall be recognized
as expenses. As such, the fair value of the shares issued should be charged
to employee compensation  expense in profit or loss. Please revise, or provide us an
accounting analysis with specific reference to IFRS 2 to support your current account
that the equity impact is recognized in retained earnings rather than as a direct charge
to profit or loss. Tell us whether any of the shares of common stock have been
allocated to your employees.
            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.

CORRESP
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    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

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
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 22.

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.

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June 9, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0405

    Attention:
    Kathleen Krebs

    Jan Woo

    RE:
    Lytus Technologies Holdings PTV. Ltd.

Registration Statement on Form F-1

File No. 333-254943

Ladies and Gentlemen:

Lytus Technologies Holdings
PTV. Ltd. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:00 P.M., Eastern Time on Tuesday, June 14, 2022, or as soon thereafter as may be practicable.

We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

If you have any questions,
please do not hesitate to contact the undersigned at dharmesh@lytuscorp.com or M. Ali Panjwani of Pryor Cashman LLP, outside counsel to
the Company, at ali.panjwani@pryorcashman.com (Tel: 212-326-0820).

    Very truly yours,

    /s/ Dharmesh Pandya

    Dharmesh Pandya

    Chief Executive Officer

    cc:
    M. Ali Panjwani, Esq.

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Spartan Capital Securities, LLC

45 Broadway, 19th Floor

New York, NY 10002

June 9, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

    Re:
    Lytus Technologies Holdings PTV. Ltd.

    Post-Effective Amendment No. 3 to Registration Statement on Form
    F-1

    File No. 333-254943

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Spartan Capital Securities, LLC, as representative
of the several underwriters, hereby joins Lytus Technologies Holdings PTV. Ltd. in requesting that the Securities and Exchange Commission
take appropriate action to accelerate the effective date of the above-referenced post-effective amendment to registration statement on
Form F-1, as amended, so as to become effective on Tuesday, June 14, 2022, at 4:00 PM Eastern Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as it appears to be
reasonable to secure adequate distribution.

    Very truly yours,

    Spartan Capital Securities LLC

    As the representative of the several underwriters

    /s/ Jason Diamond

    Jason Diamond

    Head of Investment Banking

CORRESP
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M. ALI PANJWANI

Partner

DIRECT TEL: 212-326-0820

DIRECT FAX: 212-798-6319

ali.panjwani@pryorcashman.com

May 10, 2022

Via Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Kathleen Krebs, Special Counsel

    Re:
    Lytus Technologies Holdings PTV. Ltd.

Post-Effective Amendment No. 1 to Registration Statement
on Form F-1

Filed May 5, 2022

File No. 333-254943

Ladies and Gentlemen:

On behalf of Lytus Technologies
Holdings PTV. Ltd. (the “Company”), based on telephonic discussions with the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) relating to Post-Effective Amendment No. 1 to the Registration Statement on Form
F-1 (the “Form F-1”) filed by the Company on May 5, 2022, the Company plans to include the following disclosure in the final
prospectus where indicated below. Capitalized terms used and otherwise not defined herein shall have the meanings assigned to such terms
in the Form F-1.

Pages 49-50 and 63-64, in place of current discussion regarding
Reachnet and third party report related thereto and pages 3-4 and 72, in place of paragraphs beginning “On February 5, 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.”

On December 10, 2020, the Company
engaged an independent third-party reviewer/consultant to carry out a routine systems audit of Reachnet’s operations before
completing final payments under the Customer Acquisition Agreement. On February 5, 2021, Lytus India and Reachnet entered into the
Third Supplemental Agreement to the Customer Acquisition Agreement, pursuant to which the parties agreed to settle, on a good faith basis,
payments due under the Customer Acquisition Agreement upon completion of the third party’s systems and operational review of Reachnet
and its subscribers. The commercial terms to the Customer Acquisition Agreement remained intact and were not subject to any contingency.
Given the uncertainty with respect to another potential lockdown caused by a recent COVID-19 resurgence in India, the parties also
agreed that setting off the amounts due under the agreement would be an option, if required. There was no operational impact on the Company
on account of the proposed review, as Reachnet continued to provide services and collect payments from the Company’s customers pending
this review.

The independent review commenced
on April 1, 2021, and was interrupted on account of COVID-19-related nationwide lockdowns that were implemented in different states intermittently
through January 2022. While a substantial portion of the audit was completed, resource scheduling delays on account of COVID-19-related
quarantine restrictions on third-party reviewer staff caused certain portions of the review to remain incomplete. With relaxation
of the lockdown restrictions effective February 1, 2022, the final phase of the review was completed on April 28, 2022, and a report
on the findings (the “Reachnet Report”) was provided to the Company on April 28, 2022.

The Reachnet Report:

 ● Confirmed and verified the physical veracity and operational
functionality of the Nationwide Subscriber Management Systems currently deployed by Reachnet and the accuracy of Reachnet’s periodic
reporting of data to relevant management teams;

 ● Confirmed and verified the operational metrics of the headend/broadcasting
equipment that is used by Reachnet in all of the major metros in Maharashtra; and

 ● Verified the following as accurate: in the States of West
Bengal, Andhra Pradesh, Kerala, Haryana, New Delhi (National Capital Region) and rural parts of Maharashtra and Karnataka:

 ● the location and functionality of overhead fiber in each
of these regions;

 ● the location and functionality of underground fiber in each
of these regions;

 ● the functionality of all nodes in smaller metros where Reachnet
has its offices;

 ● the technology redundancy review of protocols of all servers,
including aging and expected timelines for renewal of equipment in each of these regions;

 ● the lists of final active customers in each of these regions;
and

 ● the local cable office resources of Reachnet in each of these
regions.

The Reachnet Report also validates
and certifies the viability of Reachnet’s operational systems nationwide. As a result of the findings of the Reachnet Report, the
Company does not anticipate any amendment or material adjustment to the consideration of $29.69 million (current portion) payable under
the Customer Acquisition Agreement. The Company intends to settle payments with Reachnet under the contract on a year-by-year basis.

At the next meetings of the
respective boards of directors of the Company and Reachnet, it is expected that the following steps will be completed based upon the advice
of the consultants and in compliance with all applicable requirements of the laws of India:

 ● Both parties will determine the total receivables as of the
date of settlement.

 ● Reachnet will commence to pay the Company all amounts due
to the Company (approximately $40.39 million) as of December 31, 2021, which amounts may be offset against amounts owed by
the Company to Reachnet (approximately $29.69 million (current portion)) as of December 31, 2021.

 ● Once the implementation of a payment settlement is complete,
the Company will, on a going-forward basis, directly bill subscribers and maintain direct relationships with the local agents responsible
for collecting subscription revenue from customers.

Based on the conclusions of
the Reachnet Report, the Company believes its commercial arrangement with Reachnet was not materially impacted, and that final settlement
of the Customer Acquisition Agreement will have no material impact on the Company’s results of operations or result in any material
adjustments to the purchase price, or in any contracts or the Company’s relationships with customers.

* * *

    2

If the Staff has any questions
with respect to the foregoing, please contact me at (212) 326-0820.

    Very truly yours,

    /s/ M. Ali Panjwani

    M. Ali Panjwani

    cc:
    Mr. Dharmesh Pandya, Chief Executive Officer

    Jan Woo, Legal Branch Chief

3

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AEGIS CAPITAL CORP.

March 30, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

    Re:
    Lytus Technologies Holdings PTV. Ltd.

    Registration Statement on Form F-1

    File No. 333-254943

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp. hereby joins Lytus Technologies Holdings
PTV. Ltd. in requesting that the Securities and Exchange Commission take appropriate action to accelerate the effective date of the above-referenced
registration statement on Form F-1, as amended, so as to become effective on Thursday, March 31, 2022, at 4:00 PM Eastern Time, or as
soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please
be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as it appears to be reasonable
to secure adequate distribution.

    Very truly yours,

    Aegis Capital Corp.

    /s/ Robert J. Eide

    Robert J. Eide

    Chief Executive Officer

810 Seventh Avenue, 18th
floor, New York, New York 10019 (212) 813-1010/Fax (212) 813-1047

Member FINRA, SIPC

CORRESP
1
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March 30, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0405

    Attention:
    Kathleen Krebs

    Jan Woo

 RE: Lytus Technologies Holdings PTV. Ltd.

Registration Statement on Form F-1

File No. 333-254943

Ladies and Gentlemen:

	Lytus Technologies Holdings
PTV. Ltd. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:00 P.M., Eastern Time on Thursday, March 31, 2022, or as soon thereafter as may be practicable.

	We acknowledge that a
declaration by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
that the Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration
Statement. We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for
the adequacy and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the
Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

	If you have any questions,
please do not hesitate to contact the undersigned at dharmesh@lytuscorp.com or M. Ali Panjwani of Pryor Cashman LLP, outside counsel to
the Company, at ali.panjwani@pryorcashman.com (Tel: 212-326-0820).

    Very truly yours,

    /s/ Dharmesh Pandya

    Dharmesh Pandya

    Chief Executive Officer

 cc: M. Ali Panjwani, Esq.

CORRESP
1
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M. ALI PANJWANI

Partner

DIRECT TEL: 212-326-0820

DIRECT FAX: 212-798-6319

ali.panjwani@pryorcashman.com

March 16, 2022

Via Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ryan Rohn, Senior Staff Accountant

    Stephen Krikorian, Accounting Branch Chief

    Re:
    Lytus Technologies Holdings PTV. Ltd.

    Amendment No. 8 to Registration Statement on From F-1

    Filed March 9, 2022

    File No. 333-254943

Ladies and Gentlemen:

On behalf of Lytus Technologies
Holdings PTV. Ltd. (the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of
the Securities and Exchange Commission (the “SEC”) contained in your letter dated March 15, 2022 (the “Comment Letter”)
relating to Amendment No. 8 to the Registration Statement on Form F-1 (the “Form F-1”) submitted by the Company on March
9, 2022. The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment
Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized
terms used and otherwise not defined herein shall have the meanings assigned to such terms in the Form F-1.

Amendment No. 8 to Form F-1

Use of Proceeds, page 34

 1. As requested in prior comment 2, please disclose the amount
of other funds needed to complete the acquisition of all customers and 51% of the cable company.

Response: In response to the
Staff’s comment, the Company has revised the registration statement on page 34 to disclose the amount of other funds needed to complete
the acquisition of all customers and 51% of the cable company.

General

 2. The
engagement letter with the advisor who is conducting the audit of Reachnet’s operations is dated December 10, 2020. Please advise
why the disclosure in the prospectus states that the third-party reviewer was engaged on April 1, 2021. Revise your disclosure as appropriate.

Response: In response to the
Staff’s comment, the Company has revised the registration statement on pages 2, 49, 63 and 72 to clarify that the advisor was engaged
on December 10, 2020 but commenced work on April 1, 2021.

* * *

If the Staff has any questions
with respect to the foregoing, please contact me at (212) 326-0820.

    Very truly yours,

    /s/ M. Ali Panjwani

    M. Ali Panjwani

 cc: Mr.
Dharmesh Pandya, Chief Executive Officer

Kathleen Krebs, Special Counsel

Jan Woo, Legal Branch Chief

United States securities and exchange commission logo
March 15, 2022
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
601 Everest Grande, A Wing
Mahakali Caves Road
Andheri (East)
Mumbai, India 400 093
Re:Lytus Technologies Holdings PTV. Ltd.
Amendment No. 8 to Registration Statement on Form F-1
Filed March 9, 2022
File No. 333-254943
Dear Mr. Pandya:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 8, 2022 letter.
Amendment No. 8 to Form F-1
Use of Proceeds, page 34
1.As requested in prior comment 2, please disclose the amount of other funds needed
to complete the acquisition of all customers and 51% of the cable company.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 March 15, 2022 Page 2
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
March 15, 2022
Page 2
General
2.The engagement letter with the advisor who is conducting the audit of Reachnet's
operations is dated December 10, 2020.  Please advise why the disclosure in the
prospectus states that the third-party reviewer was engaged on April 1, 2021.  Revise your
disclosure as appropriate.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kathleen Krebs,
Special Counsel, at (202) 551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani, Esq.

CORRESP
1
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M. ALI PANJWANI

Partner

DIRECT TEL: 212-326-0820

DIRECT FAX: 212-798-6319

ali.panjwani@pryorcashman.com

March 9, 2022

Via Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ryan Rohn, Senior Staff Accountant

    Stephen Krikorian, Accounting Branch Chief

 Re: Lytus Technologies Holdings PTV. Ltd.

Amendment No. 7 to Registration Statement
on From F-1

Filed February 28, 2022

File No. 333-254943

Ladies and Gentlemen:

On behalf of Lytus Technologies Holdings PTV. Ltd.
(the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) contained in your letter dated March 8, 2022 (the “Comment Letter”) relating to
Amendment No. 7 to the Registration Statement on Form F-1 (the “Form F-1”) submitted by the Company on February 28, 2022.
The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter.
To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms
used and otherwise not defined herein shall have the meanings assigned to such terms in the Form F-1.

Amendment No. 7 to Form F-1

Prospectus Summary, page 1

 1. In response to prior comment 3, you disclose that “[t]he delay in settlement of payments by
mutual agreement of the parties has had no significant impact on the financial condition of the Company since Reachnet is an exclusive
operations partner of the Company under the terms of the Management Services Agreement.” Please clarify how this statement is consistent
with the discussion of the impact of the delay in settlement on your ability to continue as a going concern in your Management’s Discussion
and Analysis and footnotes to the financial statements.

Response: In response to the
Staff’s comment, the Company would like to clarify that it has included in its discussion in the Management Discussion and Analysis
and the notes to the Financial Statements that it was impacted by the COVID-19 pandemic and the resulting deferral of the payment settlement
between the parties. The Company’s cash and financial position was impacted by the deferred settlement and therefore the company
included the Going Concern disclosure in its filing. The remedial steps taken by the Company during the interim period, such as securing
the interim bridge loan and funding helped enhance the Company’s cash flows. Upon settlement of the payments between the parties,
it is expected that the Company’s cash position will improve significantly.

Despite the impact of the delay in settlement
from a financial perspective, 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 on account
of the deferred settlement agreement.

In order to clarify this distinction, we have amended the
Going Concern disclosure on pages 3, 48, 49 and 72 to include the following language:

“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 Discussion and Analysis
— Note on Going Concern” for discussion of the financial impact of the deferred settlement agreement.”

Use of Proceeds, page 34

 2. In your response to prior comment 4, you indicate that the $8.74 million of offering proceeds in
combination with the third party credit line under the Agreement for Subscription of Debentures dated December 30, 2020 will be sufficient
to complete all acquisitions of the customers and 51% of the licensed cable company. Please disclose the amount and sources of other funds
needed for these purposes. In addition, disclose that the transaction contemplated under the Agreement for Subscription of Debentures
is still subject to the regulatory approval of the local government in India. Refer to Item 3.C.1 of Form 20-F.

Response: In response to the
Staff’s comment, the Company confirms that the $8.74 million of offering proceeds, in combination with the third-party credit line
under the Agreement for Subscription of Debentures dated December 30, 2020, will be sufficient to complete all acquisitions of the customers
and 51% of the licensed cable company. No additional funds are expected to be required to complete these transactions.

The Company has updated the “Use
of Proceeds” disclosure on page 34 to state that “In order to complete the acquisition of all subscribers and 51% of the
cable company, the Company may, in addition to the $8.74 million of the offering proceeds, use funds made available under the Agreement
for Subscription of Debentures, which is included as exhibit 10.11 of the registration statement of which this prospectus forms a part,
and which remains subject to the regulatory approval of the government in India.”

General

 3. Please file as an exhibit the agreement with the third-party reviewer that is conducting the systems
audit of Reachnet and the subscribers.

Response: In response to the Staff’s comment,
the Company has filed the requested agreement as an exhibit to the registration statement.

* * *

    2

If the Staff has any questions with respect to the foregoing, please contact me at (212) 326-0820.

    Very truly yours,

    /s/ M. Ali Panjwani

    M. Ali Panjwani

    cc:
    Mr. Dharmesh Pandya, Chief Executive Officer

    Kathleen Krebs, Special Counsel

    Jan Woo, Legal Branch Chief

3

United States securities and exchange commission logo
March 8, 2022
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
601 Everest Grande, A Wing
Mahakali Caves Road
Andheri (East)
Mumbai, India 400 093
Re:Lytus Technologies Holdings PTV. Ltd.
Amendment No. 7 to Registration Statement on Form F-1
Filed February 28, 2022
File No. 333-254943
Dear Mr. Pandya:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 24, 2022 letter.
Amendment No. 7 to Form F-1
Prospectus Summary, page 1
1.In response to prior comment 3, you disclose that "[t]he delay in settlement of payments
by mutual agreement of the parties has had no significant impact on the financial
condition of the Company since Reachnet is an exclusive operations partner of the
Company under the terms of the Management Services Agreement." Please clarify how
this statement is consistent with the discussion of the impact of the delay in settlement on
your ability to continue as a going concern in your Management's Discussion and
Analysis and footnotes to the financial statements.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 March 8, 2022 Page 2
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
March 8, 2022
Page 2
Use of Proceeds, page 34
2.In your response to prior comment 4, you indicate that the $8.74 million of offering
proceeds in combination with the third party credit line under the Agreement for
Subscription of Debentures dated December 30, 2020 will be sufficient to complete all
acquisitions of the customers and 51% of the licensed cable company. Please disclose the
amount and sources of other funds needed for these purposes. In addition, disclose that the
transaction contemplated under the Agreement for Subscription of Debentures is still
subject to the regulatory approval of the local government in India. Refer to Item 3.C.1 of
Form 20-F.
General
3.Please file as an exhibit the agreement with the third-party reviewer that is conducting the
systems audit of Reachnet and the subscribers.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kathleen Krebs,
Special Counsel, at (202) 551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani, Esq.

CORRESP
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February 28, 2022

Via Edgar

Ms. Kathleen Krebs

Mr. Ryan Rohn

Mr. Stephen Krikorian

Mr. Jan Woo

Office of Technology

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E

Washington, DC 20549

    Re:
    Lytus Technologies Holdings PTV. Ltd.

    Amendment No. 6 to Registration Statement on Form F-1

    Filed February 9, 2022

File No. 333-254943

Ladies and Gentlemen:

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated February 24, 2022 (the “Comment
Letter”), to Lytus Technologies Holdings PTV. Ltd. (the “Company” or “Lytus Group”) with respect to the
Amendment No. 6 to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on February
9, 2022.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 6 to Form F-1

Cover Page

 1. You indicate on the prospectus
cover page that “there can be no assurance that the offering will be closed and our common shares will be trading on the NASDAQ
Capital Market.” Please advise why you have included this statement in light of the fact that the offering is a firm commitment
offering and you confirmed in your response letter dated March 31, 2021 that you will not proceed with offering if you are not accepted
for listing by Nasdaq. Instead, revise to disclose that the offering will not proceed unless you are accepted for listing on Nasdaq.

Response: In response to the Staff’s
comment, we have removed from the cover page the statement that “there can be no assurance that the offering will be closed and
our common shares will be trading on the NASDAQ Capital Market” and revised to disclose that the offering will not proceed unless
we are accepted for listing on NASDAQ.

Prospectus Summary

Corporate History and Structure, page 2

 2. Please clarify whether it is
still a requirement for closing of the Reachnet Customer Acquisition Agreement that the company be listed on a recognized stock exchange.
Refer to Section 2 of the Customer Acquisition Agreement dated June 20, 2019.

Response: The original Customer Acquisition
Agreement with Reachnet (the “Customer Acquisition Agreement”) required that the Company be listed on a recognized stock exchange
as a precondition to closing. However, the parties have subsequently agreed to waive all the pre-conditions in the Customer Acquisition
Agreement pursuant to the Secondary Supplementary Agreement dated Jun 30, 2020. And hence, listing on a recognized stock exchange is no
longer a requirement for the closing of the Customer Acquisition Agreement.

 3. Please disclose that 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 April 1, 2019. Briefly explain the reasons for the delay and that the
payment amount due to Reachnet and receivables due to the company will not be settled until the completion of a third party audit of
Reachnet and its subscribers that was commenced on April 1, 2021. Disclose if you expect the third party reviewer’s report to be
completed prior to the offering and, if not, when you expect it to be completed. Disclose the amounts owed by each party to the other
as of the latest practicable date. Briefly explain the impact on your results of operations and financial condition of the delay in settlement
of the agreement as well as the expected impact upon settlement.

Response: In response to the Staff’s
comment, we have included the below paragraphs in the Prospectus Summary of the Registration Statement.

“On February 5, 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 April 1, 2021. The review was however interrupted
on account of intermittent COVID-19 related nationwide through 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 April 15, 2022 assuming no additional COVID or resource delays.

As of September 30, 2021, the Company
is obligated to pay $29,796,215 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 April 1, 2019. Per the agreement dated July 31, 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. The delay in
settlement of payments by mutual agreement of the parties has had no significant impact on the financial condition of the Company since
Reachnet is an exclusive operations partner of the Company under the terms of the Management Services Agreement. It is expected that the
Company’s cash position would be significantly enhanced upon settlement of the payments.”

    2

Use of Proceeds, page 34

 4. You now indicate that you intend
to use $8.74 million rather than $15 million of the offering proceeds for the acquisition of customers from Reachnet and 51% of DDC.
Please explain whether $8.74 million is sufficient for these purposes or whether you may need additional funds to meet these obligations.

Response: The management believes that
the use of $8.74 million of the offering proceeds in combination with third party credit line established by the Company pursuant to the
Agreement for Subscription of Debentures dated December 30, 2020 will be sufficient to complete all acquisitions of the customers and
51% of the licensed cable company.

 5. You provide disclosure of the
amount of revenues generated by the streaming services provided to the approximately 1.8 million subscribers you acquired from Reachnet
for periods since March 16, 2020, your date of inception. Disclose that Reachnet has not made any payments of this revenue to you and
that your cash as of September 30, 2021 was $340,876.

Response: In response to the Staff’s
comment, we have added the following paragraph to page 34 of the Registration Statement.

“While Reachnet has collected
revenues from customers since April 1, 2019, it currently holds those funds on behalf of the Company until such time as the third-party
review is completed and final settlement is completed between the parties. The Company’s cash balance in hand as of September 30,
2021 improved to $340,876.”

    3

Management’s Discussion and Analysis of Financial Condition...,
page 40

 6. You state that the company
is committed to completing the third-party review of Reachnet’s operations before the end of March 31, 2022. Please provide the
basis for this assertion. To provide context, describe with specificity based upon the latest practicable date what has been verified
in each region, what remains to be verified in each region, the current extent of the COVID-19 lockdowns in each region, and how the
lockdowns are continuing to impact the verification efforts.

Response: In response to the Staff’s
comment, we have revised our disclosure starting on page 62 under the Management’s Discussion and Analysis to the following:

Status of the third-party
report:

“The Company engaged an independent
third-party reviewer/consultant to carry out a systems audit of Reachnet’s operations before completing final payments under the
Customer Acquisition Agreement. This independent review was commenced on April 1, 2021 and was interrupted on account of COVID-19 related
nationwide lockdowns that were implemented in different states intermittently through January 2022. While a substantial portion of the
audit was completed, resource scheduling delays on account of Omicron related quarantine restrictions on third-party reviewer staff caused
certain portion of the review to remain incomplete. With relaxation of the lockdown restrictions effective February 1, 2022, the final
phase of the review has commenced again and it is expected that the Review will be completed by April 15, 2022 assuming no additional
intervening lockdowns or related delays in India.

The following verification
had been completed in all regions through January 2022:

 ● Virtual verification of Subscriber
Management Systems and its status from time to time;

 ● Physical verification of Subscriber
Management System;

 ● Verification of headend equipment
in major metros in Maharashtra;

The following verification has been
completed in the States of West Bengal, Andhra Pradesh, Kerala, and Haryana and is approximately 60% complete in parts of New Delhi (National
Capital Region) and rural parts of Maharashtra and Karnataka:

 ● Physical verification of overhead
fiber;

 ● Physical verification of underground
fiber;

 ● Verification of nodes in smaller
metros;

 ● Technology redundancy review
of all servers;

 ● Physical verification of final
active customers; and

 ● Physical verification of the
local cable office resources.”

Update on COVID situation
in India:

“The instances of new infections
in India have substantially reduced with the government of India reaching a critical milestone of administering 1 billion vaccinations.
Banking services have largely resumed functionality. While the instances of COVID-19 and its variants remain visible and various parts
of the country, with a large portion of the population vaccinated, the Central and State Governments of India effective January and February
2022 have eased all lockdown restrictions with the exception of commencing regular international flights in to India. Domestic travel
curbs have been lifted and vaccinated travelers are allowed to travel nationwide. Accordingly, the Company’s third-party reviewers
have now been granted unrestricted access to local cable operator locations in the NCR, Maharashtra and Karnataka where portions of the
review were pending.”

    4

 7. Please discuss the nature of
your Other Income in the Management’s Discussion and Analysis.

Response: In response to the Staff’s
comment, we have included the following discussion of the nature of our Other Income in the Management’s Discussion and Analysis.

On pages 41 and 46:

“The Company recorded Other Income
of $ 15,759,393 for the period ended March 31, 2020 and $ 14,648,473 for the period ended March 31, 2021. The Company has reported Other
Income as a net amount after netting of amounts payable to Reachnet.

“Other Income”
treatment is based on the applicable IFRS rules1 for the
following reasons:

 ● For the period March 31, 2020:
Income is treated as a one-time milestone payment triggered by income entitlement rights under the Customer Acquisition Contract with
Reachnet ($15,759,393 as of March 31, 2020).

 ● For the period April 1, 2020
through March 31, 2021: The revenue recognized under IFRS 15 is presented as Other Income since Reachnet had provided services to Company’s
customers during that period under the Management Services Agreement ($14,648,473 as of March 31, 2021.)

And on pages 54 and 59:

“The Company recorded, for the
interim period ending September 30, 2021, the Other Income of $7,258,605 and for the interim period ending September 30, 2020, the Other
Income of $6,561,354. The Company has reported Other Income as
a net amount after netting of amounts payable to Reachnet.

“Other
Income” treatment is based on the applicable IFRS rules2 for the following reasons:

 ● For
                                            the interim period ending September 30, 2021 and the interim period ending September 30,
                                            2020: The revenue recognized under IFRS 15 is presented as Other Income since Reachnet had
                                            provided services to Company’s customers during that period under the Management Services
                                            Agreement ($6,561,354 as of September 30, 2020, and $7,258,605 as of September 30,
                                            2021.)

 1 Management believes that the income is correctly recognized
as per the provisions of IFRS 15.9. Please refer to ASC 606-10-55-37A and IFRS 15.B35A, wherein Lytus India has the control for allocating
“a right to a service to be performed by the other party [Reachnet], which gives the entity [Lytus India] the ability to direct
that party to provide the service to the customer on the entity’s behalf.”

 2 Management believes that the income is correctly recognized
as per the provisions of IFRS 15.9. Please refer to ASC 606-10-55-37A and IFRS 15.B35A, wherein Lytus India has the control for allocating
“a right to a service to be performed by the other party [Reachnet], which gives the entity [Lytus India] the ability to direct
that party to provide the service to the customer on the entity’s behalf.

    5

If you have any questions,
please do not hesitate to contact the undersigned at dharmesh.pandya@lituustech.in, or Panjwani, M. Ali of Pryor Cashman LLP, outside
counsel to the Company, at Ali.Panjwani@PRYORCASHMAN.com (Tel: 212-326-0820).

    Very truly yours,

    Lytus Technologies Holdings PTV. Ltd.

    By:
    /s/ Dharmesh Pandya

    Dharmesh Pandya

Chief Executive Officer

    cc:
    M. Ali Panjwani, Esq.

6

United States securities and exchange commission logo
February 24, 2022
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
601 Everest Grande, A Wing
Mahakali Caves Road
Andheri (East)
Mumbai, India 400 093
Re:Lytus Technologies Holdings PTV. Ltd.
Amendment No. 6 to Registration Statement on Form F-1
Filed February 9, 2022
File No. 333-254943
Dear Mr. Pandya:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 6 to Form F-1
Cover Page
1.You indicate on the prospectus cover page that "there can be no assurance that the
offering will be closed and our common shares will be trading on the NASDAQ Capital
Market."  Please advise why you have included this statement in light of the fact that the
offering is a firm commitment offering and you confirmed in your response letter dated
March 31, 2021 that you will not proceed with offering if you are not accepted for listing
by Nasdaq.  Instead, revise to disclose that the offering will not proceed unless you are
accepted for listing on Nasdaq.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 February 24, 2022 Page 2
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
February 24, 2022
Page 2
Prospectus Summary
Corporate History and Structure, page 2
2.Please clarify whether it is still a requirement for closing of the Reachnet Customer
Acquisition Agreement that the company be listed on a recognized stock exchange.  Refer
to Section 2 of the Customer Acquisition Agreement dated June 20, 2019.
3.Please disclose that 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 April 1, 2019.
Briefly explain the reasons for the delay and that the payment amount due to Reachnet and
receivables due to the company will not be settled until the completion of a third party
audit of Reachnet and its subscribers that was commenced on April 1, 2021. Disclose if
you expect the third party reviewer’s report to be completed prior to the offering and, if
not, when you expect it to be completed. Disclose the amounts owed by each party to the
other as of the latest practicable date. Briefly explain the impact on your results of
operations and financial condition of the delay in settlement of the agreement as well as
the expected impact upon settlement.
Use of Proceeds, page 34
4.You now indicate that you intend to use $8.74 million rather than $15 million of the
offering proceeds for the acquisition of customers from Reachnet and 51% of
DDC. Please explain whether $8.74 million is sufficient for these purposes or whether you
may need additional funds to meet these obligations.
5.You provide disclosure of the amount of revenues generated by the streaming
services provided to the approximately 1.8 million subscribers you acquired from
Reachnet for periods since March 16, 2020, your date of inception. Disclose that Reachnet
has not made any payments of this revenue to you and that your cash as of September 30,
2021 was $340,876.
Management's Discussion and Analysis of Financial Condition..., page 40
6.You state that the company is committed to completing the third party review of
Reachnet’s operations before the end of March 31, 2022.  Please provide the basis for this
assertion.  To provide context, describe with specificity based upon the latest practicable
date what has been verified in each region, what remains to be verified in each region, the
current extent of the COVID-19 lockdowns in each region, and how the lockdowns are
continuing to impact the verification efforts.
7.Please discuss the nature of your Other Income in the Management's Discussion and
Analysis.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 February 24, 2022 Page 3
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
February 24, 2022
Page 3
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kathleen Krebs,
Special Counsel, at (202) 551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani, Esq.

CORRESP
1
filename1.htm

January 4, 2022

Via Edgar

Mr. Ryan Rohn

Mr. Stephen Krikorian

Mr. Edwin Kim

Ms. Kathleen Krebs

Office of Technology

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E

Washington, DC 20549

    Re:
    Lytus Technologies Holdings PTV. Ltd.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed December 6, 2021

File No. 333-254943

Ladies and Gentlemen:

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated December 21, 2021 (the “Comment
Letter”), to Lytus Technologies Holdings PTV. Ltd. (the “Company” or “Lytus Group”) with respect to the
Amendment No. 5 to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on December
6, 2021.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 5 to Registration Statement on Form F-1

Note 3A - Other Income, page F-24

1. We
have reviewed your response to prior comment 2 and it continues to appear that neither income nor revenue should be recognized as it does
not appear that there is a contract or performance obligation during the periods presented. We note the Deed of Confirmation referred
to in your response is dated November 19, 2021. Please clarify in greater detail the nature and the reasons for this Deed of Confirmation
if, as you assert, a contract already existed. Please reconcile to earlier statements that the payment terms were not completed and that
no contract existed as the terms were incomplete. Inaddition, you state “For the period April 1, 2020 through March 31, 2021, the
parties have completed the performance of their obligations under the contract.” Please define your performance obligation performed
to date. In this regard, you have stated in earlier responses that you had no performance obligations. This reason, in addition to a lack
of contract, has resulted in the transaction being outside of IFRS 15. If the arrangement is not within the scope of the IFRS 15, explain
the basis for your accounting within the standards of IFRS. Further, your response indicates that you have concluded the revenue from
the entitlement rights is a one-time transaction, unusual, infrequent but significant in nature. However, as noted in this footnote, you
have revenue from the entitlement rights for the period ended March 31, 2020 and in the fiscal year ended March 31, 2021. Clarify why
you reference the discussions on infrequent or unusual items to support recognizing income from this transaction. The discussion references
seem to address a presentation and not recognition. Please advise. In addition, we repeat our prior comment to provide us with any instance
where this accounting of entitlement rights has been applied in practice to similar fact patterns. Please advise.

Response:

DEED OF CONFIRMATION COMMENT:

The
Deed of Confirmation was signed at the request of the third-party independent operations reviewer of the business prior to recommencing
their review, which was interrupted by Covid related delays. The execution of the deed was requested at the end of October 2021 as a
confirmation that neither the Company nor Reachnet were seeking relief from their obligations in the contract under section 56 of the
Indian Contracts Act on the grounds of Force Majeure in the intervening period. The deed merely serves as a reiteration
by the parties of the validity of the original contracts which continue to remain valid, binding and enforceable under Indian Law1.

1 The
Company has signed the following contracts with Reachnet: 1) Agreement to acquire Customer List dated June 20, 2019; 2) Supplemental
Agreement dated December 6, 2019; 3) Secondary Supplemental Agreement dated June 30, 2020; 4) Third Supplemental Agreement dated February
5, 2021; and 5) Management Agreement dated March 1, 2020.

.

In our response letter
to the Staff dated December 6, 2021, we have analyzed the validity of the contracts with Reachnet and the applicability of IFRS 15.9 to
our facts, for the period ended March 31, 2020, and March 31, 2021. The Company reaffirms that it has recognized revenues under IFRS 15.9
correctly in accordance with its accounting policies.

RESPONSE TO EARLIER COMMENTS

With respect to the
phrase “pending payment terms” referenced in our earlier response dated November 1, 2021, the Company would like to clarify
that effective April 1, 2020, the Management Services Agreement with Reachnet was in force and continues to be so. The reference to “pending
payment terms” was only to explain the criteria under which the Company could consider classifying the income from “Other
Income” to “Ordinary income”. The Company was advised by its independent advisors that it would need to consider several
factors, including the COVID-related delays and contract modifications before making a decision to report the income as “Other income”
or “Ordinary Income”. The fact of the existence of the Management Service Contract which forms the basis for income recognition
was never in question. The Company believes that reporting income as Other Income is in line with practice by other companies and is the
more conservative accounting treatment relevant for all investors. The Company regrets any inadvertent reference implying there was no
contract. The Company respectfully refers the staff to the updated analysis regarding the validity of the contracts and the application
of IFRS 15.9 in our response letter dated December 6, 2021.

RESPONSE TO COMMENTS ON PEFORMANCE OBLIGATIONS

The earlier references in the
Annex D to our response letter dated June 14, 2021 to there being “no contract and performance obligation” were intended to
explain that in the fiscal year ending March 31, 2020 only, there were no direct contracts with customers that the Company
had acquired and hence no direct performance obligations with them directly. On March 26, 2020, upon an agreed upon milestone being reached
and operation control being transferred to the Company, income was recognized and presented as Other Income. At no point in time, it was
implied that there was no contract or performance obligation with Reachnet.

For the period March 31, 2020:
- Income is treated as a one-time milestone payment triggered by income entitlement rights under the Customer Acquisition Contract with
Reachnet.

 ● During
                                            the period ending March 31, 2020, the milestone under the contract for acquisition of customers
                                            was achieved on March 26, 2020. Under the Customer Acquisition Contract, upon reaching that
                                            milestone, the revenue collected by Reachnet until that date during the fiscal year became
                                            due and payable to the Company (refer to clause 3 of the Supplemental Agreement dated
                                            December 6, 2019).

    2

 ● We refer the Staff to
para 1 of the Analysis of Annex D to our response dated June 14, 2021 (page 41/41) wherein we have mentioned “In the present
case, Lytus acquires the subscribers, along with the revenue entitlement rights, retrospectively from April 1, 2019. This arrangement
was agreed and accepted by both the parties to the contract (dated June and December 2019). Further, March 26, 2020, is the effective
date on which the transfer of subscribers was completed, wherein the “entitlement right to performance completed to date”
was also effectuated as on this date.”

 ● The Company has accrued
income, that is accumulated (aggregated), upfront and lump sum, arising due to the milestone being achieved on March 26, 2020. The income
is in the nature of the entitlement rights to receive a lump sum consideration that is an accumulation of net income accruing to the Company
from April 1, 2019, through March 31, 2020. The accumulated amount pertains to the services already provided by Reachnet to end-customers,
on or after April 1, 2019 through March 31, 2020.

 ● The lumpsum amount, in
the nature of revenue entitlement rights, with retrospective effect, is a one-time transaction, unusual, infrequent but significant in
nature.

For the period April 1, 2020
through March 31, 2021: The revenue is not from entitlement rights but revenue under IFRS 15 presented as Other Income since Reachnet
had provided services to Company’s customers during that period.

 ● Unlike the fiscal year
ending March 31, 2020, during the fiscal year ending March 31, 2021, the ownership of subscriber base was in control of ownership of Lytus
India (since March 26, 2020), and along with the ownership rights, the exclusive rights to grant access to the subscriber base, provide
any type of services; and the discretion to establish the pricing and other terms for such service.

 ● Under the terms of the
Management Service Agreement, effective April 1, 2021, Lytus India has mandated Reachnet to provide cable services to the Company’s
end-customers, on its behalf. In exchange for these services Reachnet has been paid 61% of the revenue collected.

 ● During the entire fiscal
year Reachnet has provided services and has collected revenues from the end-customers on the Company’s behalf including meeting
the following performance obligations:

 o Maintaining of fiber connectivity with customer homes;

 o Ordering additional devices and installation of the devices in customer homes along
with necessary upgrades of software on behalf of the Company;

 o Maintaining local offices and staffing them with individuals who can carry out
monthly fee collections and repair including maintenance of customer home devices;

 o Providing monthly reports to relevant government authorities and keeping the Company’s
management with respect to monthly collections;

 o Ensuring uninterrupted services from broadcasters and hosting and maintaining servers
to store data and content and head ends needed for signal distribution.

Management believes that the
income is recognized as per the provisions of IFRS 15.9. Please refer to ASC 606-10-55-37A and IFRS 15.B35A, wherein Lytus India has the
control for allocating “a right to a service to be performed by the other party [Reachnet], which gives the entity [Lytus India]
the ability to direct that party to provide the service to the customer on the entity’s behalf”.

Additional consideration was
given by the Company to the fact that the income accruing to Lytus India for the period March 31, 2021, is also classified as ‘Other
Income’ as the income is outside its ordinary course of business i.e.,

 ● The Company is a platform-based technology services
company whose normal course of business is not the provision of cable services; and

 ● to maintain consistency with the preceding period
ending March 31, 2020.

    3

Therefore, the Company respectfully
submits that for all periods presented, “there is a valid contract with valid performance obligations” and hence “income
or revenue has been accurately recognized”. Any alternative position will be untenable under all applicable Indian laws as the business
has been operational during the periods presented and continues to do so. The Company has provided its updated analysis in its response
letter dated December 6, 2021.

Precedents
of other SEC filers presenting income as Other Income

Following are two examples
where current SEC filers whose facts are similar to the Company’s, have such classified income earned in collaboration with another
party as Other Income:

Example 1. Merck cited the following in
its 2019 financial statements and classified income from its collaboration with another company as Other Income.

“Accounting and measurement policies

Other operating income comprises
all income that cannot be allocated to net sales or finance income on account of its character.

Income from up-front payments, milestone
payments, and royalties

Revenue from upfront and
milestone payments, royalties, and license payments comprises considerations the Group receives from companies that do not represent customers.
This relates, in particular, to collaboration and out-licensing agreements in the Healthcare business sector (see Note (6) “Collaboration
agreements”).

Considerations
received within the scope of collaboration agreements are usually recognized over time in other operating income. The granting of a license
in most out-licensing agreements in the Healthcare business sector constitutes a distinct performance obligation that must usually be
recognized at a point in time. Due to the uncertainty of development results and regulatory events, the recognition of contingent consideration
usually does not take place until the result in question has materialized. In principle, sales-based and usage-based royalties are recognized
only after the contract partner makes the corresponding sales or uses the intellectual property.”2

The Company’s arrangement
with Reachnet to provide services to the end customers has all the elements of a collaboration agreement and or a license agreement granting
Reachnet the right to provide services on behalf of the Company. The income generated by Reachnet from providing services to the Company’s
customers is not net sales income or finance income for the Company. Under ASC 606-10-55-37A and IFRS 15.B35A and AP21C, bearing all facts
and circumstances in mind and based on available third-party precedents, the Company made a judgement to present the income as Other Income.

Example 2. Nanotech Security cited
in its 2019 financial statements the following:

IFRS
15 requires entities to recognize revenue when ‘control’ of goods or services transfers to the customer whereas the previous
standard, IAS 18, required entities to recognize revenue when the ‘risks and rewards’ of goods or services transfer to the
customer. The Company concluded there is no change in the timing of revenue recognition under IFRS 15 compared to the previous standard
as the point of transfer of risks and rewards of goods and services and transfer of control occur at the same time. However, the Company
identified that tenant and steam income do not arise from the entity’s ordinary activities, and therefore does not meet the definition
of revenue under IFRS 15. As a result, tenant and steam income have been reclassified to other income retrospectively.3

2 Merck KGaA. “Operating Activities: EMD Annual Report
2019.” Operating Activities | EMD Annual Report 2019, MERCK KGAA, 2019, https://www.emdgroup.com/en/annualreport/2019/consolidated-financial-statements/notes/notes-on-operating-activities.html#15-other-operating-income

3 Nanotech Security. “Nanotech Annual Report 2019.” SEC
Edgar Filing Tracker, Nanotech Security, 2019, https://sec.report/otc/financial-report/237091.

    4

In the current instance, the
Company confirms that it had full control of the goods and services covered under the contract with Reachnet. However, while this income
is recognizable under IFRS 15, the fact that the services were performed by Reachnet, permits the Company to exercise its best judgment
in treating this income as “Other Income.” Lytus is a technology company and its primary business is not the provision of
cable services for which a separate license may be required.

If you have any questions,
please do not hesitate to contact the undersigned at dharmesh.pandya@lituustech.in, or Panjwani, M. Ali of Pryor Cashman LLP, outside
counsel to the Company, at Ali.Panjwani@PRYORCASHMAN.com (Tel: 212-326-0820).

    Very truly yours,

    Lytus Technologies Holdings PTV. Ltd.

    By:
    /s/ Dharmesh Pandya

    Dharmes

United States securities and exchange commission logo
December 21, 2021
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
601 Everest Grande, A Wing
Mahakali Caves Road
Andheri (East)
Mumbai, India 400 093
Re:Lytus Technologies Holdings PTV. Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed December 6, 2021
File No. 333-254943
Dear Mr. Pandya:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 the comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 17, 2021 letter.
Amendment No. 5 to Registration Statement on Form F-1
Note 3A - Other Income, page F-24
1.We have reviewed your response to prior comment 2 and it continues to appear that
neither income nor revenue should be recognized as it does not appear that there is a
contract or performance obligation during the periods presented.  We note the Deed of
Confirmation referred to in your response is dated November 19, 2021.  Please clarify in
greater detail the nature and the reasons for this Deed of Confirmation if, as you assert, a
contract already existed. Please reconcile to earlier statements that the payment terms
were not completed and that no contract existed as the terms were incomplete.  In

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 December 21, 2021 Page 2
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
December 21, 2021
Page 2
addition, you state "For the period April 1, 2020 through March 31, 2021, the parties have
completed the performance of their obligations under the contract."  Please define your
performance obligation performed to date.  In this regard, you have stated in earlier
responses that you had no performance obligations.  This reason, in addition to a lack of
contract, has resulted in the transaction being outside of IFRS 15.  If the arrangement is
not within the scope of the IFRS 15, explain the basis for your accounting within the
standards of IFRS.  Further, your response indicates that you have concluded the revenue
from the entitlement rights is a one-time transaction, unusual, infrequent but significant in
nature.  However, as noted in this footnote, you have revenue from the entitlement rights
for the period ended March 31, 2020 and in the fiscal year ended March 31, 2021.  Clarify
why you reference the discussions on infrequent or unusual items to support
recognizing income from this transaction. The discussion references seem to address a
presentation and not recognition.  Please advise.  In addition, we repeat our prior comment
to provide us with any instance where this accounting of entitlement rights has been
applied in practice to similar fact patterns.  Please advise.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kathleen Krebs,
Special Counsel, at (202) 551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani, Esq.

CORRESP
1
filename1.htm

December
6, 2021

Via
Edgar

Mr.
Ryan Rohn

Mr.
Stephen Krikorian

Mr.
Edwin Kim

Ms.
Kathleen Krebs

Office
of Technology

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E

Washington,
DC 20549

    Re:
    Lytus
    Technologies Holdings PTV. Ltd.

    Amendment
    No. 4 to Registration Statement on Form F-1

    Filed
    November 2, 2021

    File No. 333-254943

Ladies
and Gentlemen:

This
letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated November
17, 2021 (the “Comment Letter”), to Lytus Technologies Holdings PTV. Ltd. (the “Company” or “Lytus Group”)
with respect to the Amendment No. 4 to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the
Commission on November 2, 2021.

This
letter provides the Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s
comments is set forth in bold below, followed by the responses of the Company.

Amendment
No. 4 to Registration Statement on Form F-1

Note
1 - Nature of Operations and Summary of Significant Accounting...Policies, page F-7

1. We
                                            note your expanded disclosures on pages 3 and 52 in response to prior comment 11. The expanded
                                            disclosure appears confusing in that you state the Company does not obtain or contract for
                                            the content it uses, but rather DDC has the license agreement. We note DDC is consolidated
                                            into your financial statements. Please revise accordingly. In addition, we repeat our prior
                                            comment to include this information as an accounting policy in your footnotes. For example,
                                            the information in footnote 1 on page 3 should be included in your footnotes.

Response: In response to the Staff’s comment, we have revised the statement as below on pages 3, and 54 and F-82:

“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.”

Note
3A - Other Income, page F-24

2. Based
                                            on your response to prior comment 13 and your analysis provided in Annex D of your response
                                            dated June 14, 2021 ("Annex D"), it appears that a contract does not exist. This
                                            is evident by your statements that "the payment terms of the contract were not completed,"
                                            "it is expected that the terms of the contract will be fully implemented before the
                                            end of the third quarter of the fiscal year ending March 31, 2022," and "The amounts
                                            are currently held by Reachnet in trust pending closing of the transaction." That is,
                                            since the payment terms cannot be identified a contract does not exist as defined by paragraph
                                            9 of IFRS 15. The fact that Reachnet holds the funds in trust instead of submitting the consideration
                                            to you further illustrates the lack of a contract. If no contract exists, explain how you
                                            have enforceable rights or are entitled to the income. It remains unclear how the Company
                                            can conclude that these amounts are Income as the amounts did not meet the criteria of revenue
                                            under IFRS 15. Clarify why IFRS 15.35(c) would apply when that paragraph does not apply to
                                            your transaction even if the transaction was within the scope of IFRS 15. You state in Annex
                                            D that "The income entitlement right is accounted as 'other income' as such no guidance
                                            is available for accounting of entitlement rights in IFRS, except the above reference."
                                            Clarify your basis for stating "except the above references" when the transaction
                                            is outside the scope of IFRS 15 and you state there is no guidance. Provide support for your
                                            "except the above references" and any instance where this has been applied in practice
                                            to similar fact patterns. Finally, since there is no contract nor a performance obligation,
                                            it does not appear that income or revenue should be recognized. The transaction seems to
                                            be a repayment or offset to the payments made to Reachnet and has no commercial substance.
                                            Please advise.

Response:
Upon a closer look at the contractual arrangements between the parties and upon advice by our Indian counsel, the Company
has confirmed that the contract is valid and has confirmed the applicability of IFRS 15.9 with respect to the revenue reported in its
financial statements.

Implications
from legal perspective:

On
March 26, 2020, under the Customer Acquisition Agreement dated June 20, 2019 (the “Customer Acquisition Agreement”), the
Company acquired legal ownership of 1.83 million customers from Reachnet along with entitlement rights to revenue earned from these customers
for the period April 1, 2019 through March 31, 2020. This income was not earned directly by Company through the relevant period but was
nevertheless accrued to the Company as a revenue entitlement right and hence reported as “other income”. This contract has
been reconfirmed as valid and binding between the parties by the Deed of Confirmation dated November 19, 2021 (the “Deed of Confirmation”).

Concurrent with the Customer Acquisition Agreement, a Management Services Agreement dated April 1, 2020 (the “Management Services
Agreement”), was also signed by and between the parties under which, effective April 1, 2020, Reachnet was mandated to provide
cable services to the Company’s customers in exchange for 61% of the revenue that was collected from the customers. The Deed of Confirmation was executed by both of the parties as a requirement for the ongoing operational review by the independent
third party. The Management Services Agreement too has been validated and confirmed through the Deed of Confirmation and it
is valid and operating under the provisions of the Indian Contract Act.

In
response to the Staff’s comment, we have also provided the following responses and clarifications:

 I. The
                                            Company would like to clarify and reconfirm that (i) the Customers Acquisition Contract and
                                            (ii) the Management Services Agreement are valid contracts under Indian laws. Their validity
                                            is further supported by the execution of the Deed of Confirmation. The deferment of payment
                                            terms by mutual agreement of the first tranche of consideration, for acquisition of customers,
                                            cannot be concluded as lack of consideration or payment terms, especially when all the contracting
                                            parties are ad idem on the subject of the consideration and the payments terms are
                                            staggered over multiple years.

As per the contract, the ownership
of the customer base vests with the Company. The second and third paragraphs of the First Supplemental Agreement dated December 6,
2019 categorically confirms that the seller has transferred all of its customer base and the income from the customers will accrue
to the Company with effect from April 1, 2019. The Management Service Agreement was entered into with the objective to ensure
continuity in the cable services, to our subscribers, in a systematic and organized course of activity or conduct with a set
purpose; and this arrangement is possible and viable only when the subscriber base is transferred to the Company under the Customer
Acquisition Agreement, along with the revenue entitlement rights.

    2

 II. With respect to the Staff’s comments regarding the funds held
in trust by Reachnet, the Company would like to clarify that the representations and warranties in the Customer Acquisition Agreement
and the Management Services Agreement warrant and obligate that Reachnet holds funds payable to the Company in good faith until such time
as the remittance is complete. It is in due compliance and furtherance of both the contracts that Reachnet is holding the funds on our
behalf. This cannot be construed as a lack of payment terms and therefore, of contract between the parties. The deferral in remittance
of funds from Reachnet to the Company is purely driven by operational issues which are to be clarified and resolved upon the completion
of the independent third-party review (but is still in consonance and in sync with the terms and conditions of both contracts).

 III. The
                                            Company agrees with the Staff’s position that IFRS15.35(c) does not apply to its facts
                                            and stands corrected with respect to its earlier response.

 IV. The
                                            Company has clarity regarding the identification of the payments in the Customer Acquisition
                                            Agreements (including the Secondary Supplemental Agreement dated June 30, 2020) and the Management
                                            Service Agreement.

 ● Please
                                            refer to the Secondary Supplemental Agreement for the terms on the payment for acquisition
                                            of the customer base.

 ● Please
                                            refer to the Management Service Agreement wherein the payment terms are identified at 39%
                                            of the gross amount. The deferral of the remittance of the funds held by Reachnet is an operational
                                            issue for which independent third-party report is awaited. This has no bearing on the legality
                                            of the ownership and the revenue entitlement rights. The deferral of payments also has no
                                            bearing or impact on the status of the contract or the underlying enforceable entitlement
                                            rights in the contract between the parties.

 V. Further,
                                            in view of the above explanation, it cannot be said that the arrangement is a mere repayment
                                            or offset of income with the acquisition costs. The acquisition cost is fixed in the agreement,
                                            whereas the entitlement rights over the proceeds of business income are in perpetuity, providing
                                            the Company 39% of the gross revenue and access to fiber optic network connected to homes
                                            of our subscriber base.

Both payments are sourced from different
contracts and are not permitted to be set-off under the provisions of the Indian Income Tax Act and the Foreign Exchange Management Act.
Reachnet’s consideration of 61% under the Management Services Agreement only relates to the portion of revenue from the provision
of cable services. There is no service or consideration to Reachnet with respect to additional services (such as access to fiber optic
for telemedicine services) which will be provided to the Company’s customers.

Implications
from IFRS 15.9

In
assessing whether the contract, and more particularly, the Management Services Agreement, meets the criteria in paragraph 9 of the IFRS
15, based upon additional independent professional advice received, the Company concluded that that the contract is a valid, binding,
and legally enforceable agreement.

    3

According
to IFRS 15.9, a contract must satisfy the following to meet revenue recognition criteria:

Parties to the contract have approved the contract and are committed to performing their obligations;

None
of the parties to the contract have the unilateral right to terminate a wholly unperformed contract and the parties have further
re-confirmed the contract by executing a Deed of Confirmation. In the present case, the Company and Reachnet, in addition to the
contract itself, have through various restatements, confirmed their commitment to performing their obligations under the Management
Services Agreement. For the period April 1, 2020 through March 31, 2021, the parties have completed the performance of their
obligations under the contract.

The
entity can identify each party’s rights regarding the goods or services to be transferred;

Under
the terms of the Management Services Agreement, Reachnet is obligated to provide cable services (only) to the Company’s customers
in return for 61% of the revenue collected from the customers. These services were provided during the fiscal year ending March 31, 2021
and the revenue was collected.

The entity can identify the payment
terms for the goods or services to be transferred;

The
Management Service Agreement identifies the consideration payable under the contract. Both parties have also confirmed the amounts are
collected and payable under the contract for the relevant fiscal year. Please also refer to Annexure 1 to the Customer Acquisition Agreement.

The
contract has commercial substance (i.e. the risk, timing, or amount of the entity’s future cash flows is expected to
change as a result of the contract).

The obligations under the Management Service Agreement have been performed
by both parties for the first year and it continues to remain in force for the next four years. The terms and conditions of the contract
are based on industry standards and are at arm’s length.

It
is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or services that will
be transferred to the customer.

The performance under the Management Service
Agreement has already been completed and Reachnet has collected revenue from the Company’s customers for the provisions of cable
services. Reachnet has further confirmed that it is holding funds payable to the Company, on behalf of the Company, under the provisions
of the contract. We have further explained the reasons for our determination of collectability of these amounts in our response letter
dated June 14, 2021.

Based
on the above analysis by the management, and upon further confirmation by independent advisors, the Company has taken the position that
the contract meets the criteria of IFRS 15.9 creating the basis for recognizing revenue as income. The accounting treatment of revenue
under this contract would hence follow the legal position.

Implications
on Revenue Recognition under IFRS 15

IFRS
guidance with respect to reporting of unusual and/or nonrecurring items requ

United States securities and exchange commission logo
November 17, 2021
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
601 Everest Grande, A Wing
Mahakali Caves Road
Andheri (East)
Mumbai, India 400 093
Re:Lytus Technologies Holdings PTV. Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed November 2, 2021
File No. 333-254943
Dear Mr. Pandya:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 15, 2021 letter.
Amendment No. 4 to Registration Statement on Form F-1
Note 1 - Nature of Operations and Summary of Significant Accounting...Policies, page F-7
1.We note your expanded disclosures on pages 3 and 52 in response to prior comment 11.
The expanded disclosure appears confusing in that you state the Company does not obtain
or contract for the content it uses, but rather DDC has the license agreement. We note
DDC is consolidated into your financial statements. Please revise accordingly. In addition,
we repeat our prior comment to include this information as an accounting policy in your
footnotes. For example, the information in footnote 1 on page 3 should be included in
your footnotes.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 November 17, 2021 Page 2
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
November 17, 2021
Page 2
Note 3A - Other Income, page F-24
2.Based on your response to prior comment 13 and your analysis provided in Annex D of
your response dated June 14, 2021 ("Annex D"), it appears that a contract does not exist.
This is evident by your statements that "the payment terms of the contract were not
completed," "it is expected that the terms of the contract will be fully implemented before
the end of the third quarter of the fiscal year ending March 31, 2022," and "The amounts
are currently held by Reachnet in trust pending closing of the transaction."  That is,
since the payment terms cannot be identified a contract does not exist as defined by
paragraph 9 of IFRS 15. The fact that Reachnet holds the funds in trust instead of
submitting the consideration to you further illustrates the lack of a contract.  If no contract
exists, explain how you have enforceable rights or are entitled to the income.  It remains
unclear how the Company can conclude that these amounts are Income as the amounts did
not meet the criteria of revenue under IFRS 15.  Clarify why IFRS 15.35(c) would apply
when that paragraph does not apply to your transaction even if the transaction was within
the scope of IFRS 15.  You state in Annex D that "The income entitlement right is
accounted as 'other income' as such no guidance is available for accounting of entitlement
rights in IFRS, except the above reference."  Clarify your basis for stating "except the
above references" when the transaction is outside the scope of IFRS 15 and you state there
is no guidance.  Provide support for your "except the above references" and any instance
where this has been applied in practice to similar fact patterns.  Finally, since there is no
contract nor a performance obligation, it does not appear that income or revenue should be
recognized.  The transaction seems to be a repayment or offset to the payments made to
Reachnet and has no commercial substance.  Please advise.
Note 26 - Restatement of Previously Issued Financial Statements, page F-46
3.We note your response and expanded disclosures to prior comment 10. Please expand
your footnote disclosure to include the items required in IAS 8.49. Specifically, for each
financial statement line item affected, show the amounts previously reported, adjustments,
and as restated.
Report of Independent Registered Public Accounting Firm, page F-47
4.We note you provide the audit report of Kirtane & Pandit for your predecessor period.
Further, we note the auditor states that it conducted its audit in accordance with the
standards of the US Generally Accepted Auditing Standards. However, given this report
covers the predecessor period of the issuer, the audit should be conducted in accordance
with the standards of the PCAOB. Please have your auditor revise accordingly. Refer to
PCAOB Rule 1001.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 November 17, 2021 Page 3
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
November 17, 2021
Page 3
Consolidated Statements of Financial Position, page F-48
5.We note the audit report refers to a statement of financial position as of March 15, 2020,
but a statement of financial position is not provided as of this date. Please advise or revise
accordingly.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani, Esq.

CORRESP
1
filename1.htm

November 1, 2021

Via Edgar

Mr. Ryan Rohn

Mr. Stephen Krikorian

Mr. Edwin Kim

Ms. Kathleen Krebs

Office of Technology

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E

Washington, DC 20549

    Re:
    Lytus Technologies Holdings PTV. Ltd.

    Amendment No. 3 to Registration Statement on Form
    F-1

    Filed October 7, 2021

    File No. 333-254943

Ladies and Gentlemen:

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated October 25, 2021 (the “Comment
Letter”), to Lytus Technologies Holdings PTV. Ltd. (the “Company” or “Lytus Group”) with respect to the
Amendment No. 3 to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on October
7, 2021.

This letter provides the
Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set
forth in bold below, followed by the responses of the Company.

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

Capitalization, page 35

 1. We note your revised disclosures
                                            in response to prior comment 1. Please remove the proceeds from the offering from the Pro
                                            Forma column as this amount should be in the Pro Forma, As Adjusted column. Refer to Item
                                            4 of Form F-1 and Instructions to Item 3.B of Form 20-F. In addition, provide a bulleted
                                            item to disclose the items in your Pro Forma, As Adjusted column.

Response: In response to the
Staff’s comment, we have revised the Capitalization Table on Page 35 of the Registration Statement.

    Historical
    Pro
    Forma,
 As Adjusted

    US$
    US$

    Cash
    and Cash Equivalents (*Proceeds, after all expenses)
      26,142
      27,501,135 (1)

    Equity

    1)    Equity
    Share Capital
      341,541
      368,814 (2)

    2)    Other
    Equity
      11,489,029
      38,936,749

    Total
    Lytus Equity
      11,830,570
      39,305,563

    Noncontrolling
    interest
      (77,975 )
      (77,975 )

    Total
    Equity
      11,752,595
      39,227,588

    Total
    Capitalization
      11,752,595
      39,227,588

(1):    Incremental
- Expected Proceeds of $ 27,474,993

    Per
    Share
    Without

    Over-Allotment

    Public offering price
    $ 11.00
    $ 29,999,992

    Underwriter discount (7%)
    $ 0.77
    $ 2,099,999

    Proceeds, before expenses
    $ 10.23
    $ 27,899,993

    Non-accountable expense allowance
    $ 0.11
    $ 300,000

    Proceeds, after non-accountable
    $ 10.12
    $ 27,599,993

    Proceeds, after all expenses
    $ 10.07
    $ 27,474,993

(2):    Incremental
Equity Share Capital:

New Investors: 2,727,272 shares to be
issued multiplied by par value of our common shares of $ 0.01 per share = $27,273.

A
$1.00 increase (decrease) in the assumed public offering price of $11.00 per share would increase (decrease) the pro forma net tangible
book value per share by approximately $0.06 and the dilution in pro forma net tangible book value per share to investors participating
in this offering by $0.94 per share, assuming that the number of common shares offered by us, as set forth on the cover page of this
prospectus, remains the same and after deducting the estimated underwriting discounts and commissions, non-accountable expense allowance,
and offering expenses payable by us.

Key Factors For Our Performance

Net Surplus Rate, page 39

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

Response:
The NSR is a key factor from a financial perspective but not from an operational perspective. We have reviewed our position and understand
the present conflict with our accounting policy and therefore removed Net Surplus Rate from the Key Factors For Our Performance on page
39 of the Registration Statement.

    2

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Results of Operations, page 42

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

Response:
In response to the Staff’s comment, we have added the following disclosure on page 42 of the Registration Statement.

“The
Company has derived income of approximately $16 million from cable business and approximately $0.34 million from telemedicine services
for the year ended March 31, 2021. Further, the Company has generated profits before tax from continuing operations of approximately
$2 million from cable business and approximately $0.06 million from telemedicine services for the year ended March 31, 2021.”

Going Concern, Liquidity and Capital
Resources, page 43

 4. Provide
                                            a discussion of Cash Flows to discuss the material changes in each of the three activities.
                                            Refer to Item 303 of Regulation S-K.

Response:
In response to the Staff’s comment, we have revised the Registration Statement on page 46 to include the following disclosure.

“For
the year ended March 31, 2021 and the period March 16, 2020 (date of inception) through March 31, 2020

At
March 31, 2021 and March 31, 2020, our working capital was ($14,292,950) and ($15,471,438), respectively.

The
components of cash flows are discussed below:

    For
    the Year ended

    March 31, 2021
    For
    the Period

    March 16, 2020

    (date of inception)

    through

    March 31, 2020

    Net cash (used in) operating activities
    $ (25,493 )
    $ (716 )

    Net cash provided by (used in) investing activities
      (157,303 )
      42,343

    Net cash (used in) provided by financing activities
      166,271
      (583 )

    Exchange rate effect on cash
      909
      716

    Net cash inflow (outflow)
    $ (15,618 )
    $ 41,760

Cash
used in Operating Activities

Net
cash used in operating activities was $25,493 for the year ended March 31, 2021. Cash used in operating activities for the year
ended March 31, 2021 consisted primarily of non-cash adjustments for amortization of $11,931,668. Further, it consists of ‘changes
in other receivable’ of ($17,285,198) and changes in ‘other current liabilities’ of $2,787,012.

Net
cash used in operating activities was $716 for the period March 16, 2020 (date of inception) through March 31, 2020. Cash used
in operating activities for the year ended March 31, 2020 consisted primarily of non-cash adjustments for deferred tax expenses of $1,907,015,
current tax expenses of $1,989,659, and amortization of $204,086. Further, it comprises of changes in ‘other receivable’
of ($19,089,070), changes in ‘other assets’ of ($4,450,896), and changes in ‘other current liabilities’ of $7,777,661.

Cash
(used in) provided by Investing Activities

Net
cash used in investing activities was $157,303 for the year ended March 31, 2021. The investment activity was primarily comprised
of purchase of property, plant and equipment of $93,776, and purchase of share of GHSI of $70,000.

    3

Net
cash provided by investing activities was $42,343 for the period March 16, 2020 (date of inception) through March 31, 2020. The investment
activity was primarily comprised of cash acquired in business combination of $40,760.

Cash
provided by (used in) Financing Activities

Net
cash provided by financing activities was $166,271 for the year ended March 31, 2021. During the period, cash provided financing activities
consisted of proceeds from short term borrowings of 376,990 and repayment of short term borrowings of $212,719.

Net
cash used in financing activities was $583 for the period March 16, 2020 (date of inception) through March 31, 2020. During the period,
cash provided financing activities consisted of proceeds from issuance of shares $3,000 and repayment of short term borrowing of $3,583.

 5. Please
                                            revise your disclosure to provide an update on the independent consultant's review of Reachnet’s
                                            operations. Discuss when the review was started, what steps have been taken to date, the
                                            portions that have been completed and what remains to be done. Disclose when the report is
                                            expected to be completed. In addition, provide a more detailed update on the status of COVID-19
                                            lockdowns across India. Provide specific information on each state or region where you and
                                            Reachnet have operations or subscribers. Disclose the extent to which you continue to have
                                            restricted access to banking services, the nationwide Subscriber Management System reports
                                            and service providers certifying the adequacy of the fiber held by Reachnet.

Response:
In response to the Staff’s comment, we have revised to disclose the following on page 44 of the registration statement.

Status
of third party report:

The
Company engaged an independent third-party reviewer/consultant to carry out a systems audit of Reachnet's operations before making any
payments under the contract. This independent review was commenced on April 1, 2021 and was interrupted on account of COVID-19 related
nationwide lockdowns that were implemented in different states starting April 11, 2021.  During such lockdown, the third party audit
team had restricted access to the sites and employees of Reachnet and was not able to complete the audit.

The
following verification had been completed when nationwide lockdown was imposed:

 1) Virtual verification
                                            of Subscriber Management Systems and its status from time to time;

 2) Partial physical
                                            verification of Subscriber Management System;

 3) Verification
                                            of headend equipments in major metros in Maharashtra;

The
following verification remains pending in the States of: West Bengal, Andhra Pradesh, Kerala, Haryana, certain parts of national capital
region, rural parts of Maharashtra and Karnataka:

 1) Physical
                                            verification of overhead fiber;

 2) Physical
                                            verification of underground fiber;

 3) Verification
                                            of nodes in smaller metros;

 4) Technology
                                            redundancy review of all servers;

 5) Physical
                                            verification of final active customers; and

 6) Physical
                                            verification of the local cable office resources

The
Company expects that access to these locations and resources should be available after October 31, 2021 when all restrictions pertaining
to COVID-19 are expected to be lifted.

    4

Update
on COVID situations in India

Currently
the local cable operator locations in the states of rural Maharashtra, certain parts of the National Capital Region, Madhya Pradesh,
West Bengal and Kerala continue to be impacted by the lockdown. Metro Mumbai and metro Pune have lifted most COVID-19 related restrictions.
The incidences of new infections in India have substantially reduced with the government of India reaching a critical milestone of administering
1 billion vaccinations. Banking services have largely resumed functionality and are no longer an issue. The Subscriber Management System
is partially accessible in areas where the restrictions have been lifted. It is expected that upon ending of COVID-19 restrictions
on October 31, 2021, the verification process should commence and be completed within 6 weeks (factoring in the intervening
holiday season and assuming no fresh imposition of lockdown measure are implemented) or prior to December 31, 2021.

Large Payment Obligation by the
Company, page 45

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

Response:
: We have amended the Registration Statement to disclose the following on page 45 “The amount due to Reachnet as of March 31,
2021, has still not been paid and continues to remain unpaid until such time as the independent consultant’s report is completed
and provided to the Company.”

Executive Compensation, page 72

 7. Please
                                            update the compensation disclosures for your management through the end of fiscal year 2021
                                            pursuant to Item 6.B of Form 20-F.

Response:
We have amended the Registration Statement to disclose the following on page 72: “Our Chief Executive Officer and Chief Financial
Officer did not receive any compensation from the Company for the period March 16, 2020 (date of inception) through March 31, 2020 and
for the fiscal year ended March 31, 2021. It is expected to commence upon confirmation by independent compensation committee upon successful
completion of listing.”

Index to Consolidated Financial
Statements , page F-1

 8. Please
                                            include the predecessor historical period from April 1, 2019 to March 15, 2020 in your financial
                                            statements. We note you removed this period from your prior amendment and now include it
                                            as Exhibit 99.5.

Response:
We have revised to include the predecessor historical period from April 1, 2019 to March 15, 2020 in the financial statements starting
on page F-46.

Report of Independent Registered
Public Accounting Firm, page F-2

 9. We
                                            note your auditor signed their audit report from Stamford, CT, but their consent filed as
                             

United States securities and exchange commission logo
October 25, 2021
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
601 Everest Grande, A Wing
Mahakali Caves Road
Andheri (East)
Mumbai, India 400 093
Re:Lytus Technologies Holdings PTV. Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed October 7, 2021
File No. 333-254943
Dear Mr. Pandya:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 9, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-1 Filed October 7, 2021
Capitalization, page 35
1.We note your revised disclosures in response to prior comment 1. Please remove the
proceeds from the offering from the Pro Forma column as this amount should be in the
Pro Forma, As Adjusted column. Refer to Item 4 of Form F-1 and Instructions to Item 3.B
of Form 20-F. In addition, provide a bulleted item to disclose the items in your Pro Forma,
As Adjusted column.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 October 25, 2021 Page 2
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
October 25, 2021
Page 2
Key Factors For Our Performance
Net Surplus Rate, page 39
2.We note your expanded disclosure in response to prior comment 2. You identify Net
Surplus Rate as a Key Factor for your Performance. In addition, we note your expanded
disclosure that Net Surplus Rate is the amounts recorded as Other Income for the years
ended March 31, 2020 and 2021. However, this disclosure appears to contradict the
disclosure provided in Note 3A on page F-23 as well as the information provided in the
response to prior comment 17 in the response letter dated March 31, 2021 that Other
Income relates to revenue entitlement rights during the period April 1, 2019 to March 25,
2020, in that Lytus India did not have a contract with the subscribers and no performance
obligations. Further, your response on page 10 states that both parties agreed on the
aggregate net amount payable. Please advise or revise accordingly. Given this
information, explain how you determined this is a Key Factor for your Performance.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 42
3.We note your disclosure in Note 22 that you now have two reportable segments: Cable
Business and Telemedicine Services. As such, expand your discussion of results of
operations to include a discussion by segment of revenue and profitability. Refer to
Financial Reporting Codification 501.06.a.
Going Concern, Liquidity and Capital Resources, page 43
4.Provide a discussion of Cash Flows to discuss the material changes in each of the three
activities. Refer to Item 303 of Regulation S-K.
5.Please revise your disclosure to provide an update on the independent consultant's review
of Reachnet’s operations.  Discuss when the review was started, what steps have been
taken to date, the portions that have been completed and what remains to be done.
Disclose when the report is expected to be completed.  In addition, provide a more
detailed update on the status of COVID-19 lockdowns across India.  Provide specific
information on each state or region where you and Reachnet have operations or
subscribers.  Disclose the extent to which you continue to have restricted access to
banking services, the nationwide Subscriber Management System reports and service
providers certifying the adequacy of the fiber held by Reachnet.
Large Payment Obligation by the Company , page 45
6.Please update your disclosure to disclose the status of the March 31, 2021 payment.
Executive Compensation, page 72
7.Please update the compensation disclosures for your management through the end of
fiscal year 2021 pursuant to Item 6.B of Form 20-F.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 October 25, 2021 Page 3
 FirstName LastNameDharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
October 25, 2021
Page 3
Index to Consolidated Financial Statements , page F-1
8.Please include the predecessor historical period from April 1, 2019 to March 15, 2020 in
your financial statements. We note you removed this period from your prior amendment
and now include it as Exhibit 99.5.
Report of Independent Registered Public Accounting Firm, page F-2
9.We note your auditor signed their audit report from Stamford, CT, but their consent filed
as exhibit 23.1 identifies the office from Santa Ana, CA. Please have your auditors revise
to provide a consistent office or advise.
Consolidated Statement of Profit or Loss and Other Comprehensive Income, page F-4
10.Explain why you do not include a line item for Cost of Revenue. We note your disclosure
on page 43 that describes the costs included in Cost of Revenue. Refer to IAS 1.103.
Notes to Consolidated Financial Statements
Note 1 - Nature of Operations and Summary of Significant Accounting and Reporting Policies ,
page F-7
11.Your disclosure on page 3 indicates that you do not obtain or contract for the content that
you use currently, but rather the content is provided through the license agreement with
DDC. Disclose this as a footnote policy. Also clarify your policy for license agreements
for content for subscription revenues billed directly by the Company. In this regard, we
note your Broadcaster/subscription fees on page F-25.
Revenue, page F-18
12.Please address the following items related to your Revenue Recognition policy;
•Expand your Subscription revenue disclosure to clarify how or when customers are
billed and how often.
•Disclose your revenue recognition policy for telemedicine services.
Note 3A - Other Income, page F-23
13.We note your response to prior comment 8. Please address the following items related to
this Other Income.

•In your response to prior comment 34 in the response letter dated October 2, 2020,
the Company responded that the US$15 million was recorded as Other Income as,
“Lytus India did not control the business of Reachnet nor did it contribute to the
management, finance or operations aspects of Reachnet during the period April 1,
2019 through March 31, 2020. It was only on March 26, 2020 that Lytus India had
the control of subscribers and the services performed to them.” Given this statement,
explain why the Company continues to record this revenue as Other Income in the

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 October 25, 2021 Page 4
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
October 25, 2021
Page 4
fiscal year ended March 31, 2021 beyond "maintaining consistency". Clarify whether
the facts and circumstances have changed.  Also tell us whether any similar revenue
is being recorded as Other Income subsequent to March 31, 2021.
•We note your response to prior comment 6 in the response letter dated June 14, 2021
regarding the collectability of these receivables. Please provide us with further
analysis that you considered initially and over time to determine the probability of
collectability of these amounts. Although you have provided the reasons that you
believe the collectability does not pose a significant risk, it does not appear that you
have addressed the potential probability of collectability. For example, you state that
to the extent you are unable to collect amounts from Reachnet, you have the ability to
set those amounts off against future payments to Reachnet. Given your response to
prior comment 14 in the same response letter, you state that this is a separate
transaction. If your basis for concluding that collection is probable is based upon your
assertion that you will offset the amounts receivable against the amounts payable to
Reachnet, explain why you believe your arrangement with Reachnet has commercial
substance.  Please advise.  Also, tell us how you considered Reachnet’s ability to pay
the full amount owed to the Company. Tell us if you have collected any of this
receivable to date. Refer to IFRS 9.5.5.17.
Note 22 - Segment Information
B. Additional information by geographies, page F-42
14.Your disclosure on page 1 states, "We are a growing platform services company primarily
providing content streaming/telecasting services with over 8 million active users located
all across India." In light of this statement, please explain why you present all of your
cable business revenue as Overseas.
15.Please reconcile the amount of assets presented by geographic markets in your table to
your balance sheet. In your response, explain why you show negative assets as
unallocated. Please note the assets to be include in IFRS 8.33(b).
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani, Esq.

CORRESP
1
filename1.htm

August 23, 2021

Via Edgar

Mr. Edwin Kim

Ms. Kathleen Krebs

Mr. Ryan Rohn

Mr. Craig Wilson

Office of Technology

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E

Washington, DC 20549

    Re:
    Lytus Technologies Holdings PTV. Ltd.

    Amendment No. 1 to Registration Statement on Form F-1

    Filed June 15, 2021

File No. 333-254943

Ladies and Gentlemen:

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated July 9, 2021 (the “Comment Letter”),
to Lytus Technologies Holdings PTV. Ltd. (the “Company” or “Lytus Group”) with respect to the Amendment No. 1
to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on June 15, 2021.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Registration Statement on Form F-1

Prospectus Summary, page 1

Amendment No. 1 to Registration Statement on Form F-1

Capitalization, page 34

1. We
note your revised capitalization table in response to prior comment 4. Please address the following items;

 ● Provide an additional bulleted item to disclose the items included in your Adjustments column. In addition,
this column should be identified as Pro Forma, As Adjusted.

 ● Revise your table to include the proceeds from this offering in your Pro Forma, As Adjusted column.
Refer to Item 4 of Form F-1 and Instructions to Item 3.B of Form 20-F.

 ● Provide disclosure to discuss the impact of a $1.00 increase
(decrease) in your assumed initial public offering price.

Response:

In response to the Staff’s
comments, we have updated the Registration Statement on page 34 as below:

    As of December 31, 2020

    Historical (unaudited)
    Pro Forma
    Pro Forma, As Adjusted

    Cash and
                                                                                Cash Equivalents (* Proceeds, after all expenses)

      100,254
      27,474,993 (1)
      27,575,247

    Equity

    1) Equity Share Capital
      341,541
      27,273 (2)
      368,813

    2) Other Equity
      11,097,209
      27,447,720
      38,544,929

    Total Lytus Equity
      11,438,750
      27,474,993
      38,913,743

    Noncontrolling interest
      13,826
      -
      13,826

    Total Equity
      11,452,576
      27,474,993
      38,927,569

    Total Capitalization
      11,552,830
      54,949,985
      66,502,815

(1): Expected
Proceeds

    Per Share

    Without Over-Allotment

    Public offering price

    $
    11.00

    $
    29,999,992

    Underwriter discount (7%)

    $
    0.77

    $
    2,099,999

    Proceeds, before expenses

    $
    10.23

    $
    27,899,993

    Non-accountable expense allowance

    $
    0.11

    $
    300,000

    Proceeds, after non-accountable

    $
    10.12

    $
    27,599,993

    Proceeds, after all expenses

    $
    10.07

    $
    27,474,993

(2): New Investors: 2,727,272 shares x par value of our common
shares of $ 0.01 per share = $27,273.

We
have included the paragraph below to discuss the impact of a $1.00 increase (decrease) in our assumed initial public offering price on
page 34 of the Registration Statement.

“A
$1.00 increase (decrease) in the assumed public offering price of $11.00 per share would increase (decrease) the pro forma net tangible
book value per share by approximately $0.06 and the dilution in pro forma net tangible book value per share to investors participating
in this offering by $0.94 per share, assuming that the number of common shares offered by us, as set forth on the cover page of this prospectus,
remains the same and after deducting the estimated underwriting discounts and commissions, non-accountable expense allowance, and offering
expenses payable by us.”

    2

Key Factors For Our Performance, page 37

2. We have reviewed
your response to prior comment 5. We note you have removed your number of subscribers as of March 31, 2020. Please include your number
of subscribers as of March 31, 2020 and December 31, 2020 within your Number of Subscribers. In addition, we note you continue to disclose
Net Surplus Rate as a percentage, but define it as an amount. Please revise to be consistent.

Response:

In response to the Staff’s
comment, we have updated the Registration Statement on page 37 of the Registration Statement.

“The number of the subscribers
as at the end of March 31, 2020 is 1,812,894 and as of December 31, 2020 is 1,930,443 .”

Further, we have amended the
note on NSR as below:

“NSR of 39% refers to
$ 15,759,393 shown at net levels as ‘Other Income’ as of March 31, 2020 and $ 11,121,687 as of December 31, 2020.”

Critical Accounting Policies

Trade Receivable, page 39

3. We have reviewed your
response to prior comment 6. Please include more of the information provided in your response in your disclosure.

Response:

In response to the Staff’s
comment, we have updated our disclosure on Trade Receivable on page 39 of the Registration Statement as under:

“The payment protocols
with respect to the Telecast and OTT services are very closely regulated by the Ministry of Telecommunications along with other departments
of the Government of India. The payment gateways reporting protocols for the cable industry are very robust, with most of the transactional
interactions with the customers in this industry being subject to independent audits by the government. Payments processed online by customers
electronically are reported promptly.

    3

While we acknowledge that
the current situation on the ground on account of the COVID-19 pandemic is grim, with the efforts currently implemented by the Indian
government in conjunction with the U.S. and other countries, the number of new cases reported is already seeing a steady decline in major
metro areas where most of the Company’s customers reside.

The Company’s business
continues to be adversely affected by the COVID-19 crisis in India. However, we believe that steps implemented by the Company since the
last lockdown in April 2020 and successive lockdowns thereafter, will enable the Company to keep the disruption caused by the COVID-19
pandemic to a minimum.

The Company does not expect
the lockdown to cause any asset impairment. While we expect the lockdown to delay the collection processes from various offices in the
country temporarily, there should be no impact on collectability of those payments from customers. In response to the current lockdown,
the Company’s management has been in close communication with the Reachnet’s operational team to identify and address any
impact to the business. Upon the relaxation of the lockdown, the Company will work expeditiously to resume normal functionality.

Given that Reachnet is an
ongoing operations partner of Lytus India with respect to the telecasting business, the collectability of the amounts does not pose a
significant risk for the following reasons:

 1. Reachnet is a licensed cable company and is regularly audited
by the Ministry of Information and Broadcasting. These audits regularly confirm number of subscribers and subscriptions fees reported
in the Nationwide SMS platform (Subscriber Management Platform);

 2 The Management of the Company and Reachnet have implemented
protocols requiring the finance teams of both companies to closely monitor the amounts receivable and payable providing relevant confirmations
periodically;

 3 To the extent that Reachnet is unable to collect or pay the
amounts owed to the Company, the Company has the ability to set those amounts off against any future payments to Reachnet in conjunction
with the ongoing operations of the company;

 4 The Company has the ability to take legal action against Reachnet and or
its directors for non-payment of dues owed to the Company. Under Indian law, remedies pursued against the management of Reachnet can be
both civil remedies as well as remedies under the Indian Penal Code; and

 5 Upon ending of the lockdown and reconciliation of all payments
with Reachnet, the Company intends to implement a direct billing system with its customers so that it has better visibility and control
over revenue streams from customers.

Please refer accounting
policy relating to intangible asset on page F-56 for assumptions and estimates.

    4

Impairment of property, plant and equipment
and intangible assets excluding goodwill:

At each reporting date, the
Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to
determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets,
the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis
of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated
to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with an
indefinite useful life are tested for impairment at least annually and whenever there is an indication at the end of a reporting period
that the asset may be impaired.

Recoverable amount is the
higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows have not been adjusted. of the asset (or cash-generating unit) is reduced
to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than
the related revaluation surplus, the excess impairment loss is recognized in profit or loss.

Where an impairment loss subsequently
reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but
so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been
recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit
or loss to the extent that it eliminates the impairment loss which has been recognized for the asset in prior years. Any increase in excess
of this amount is treated as a revaluation increase.”

Assessment as to whether the trade receivables
and other receivables from Reachnet are impaired

When measuring Expected Credit
Loss (ECL) of receivables and other receivables related to Reachnet the Group uses reasonable and supportable information, which is based
on assumptions for the future movement of different economic drivers and how these drivers will affect each other. Probability of default
constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon,
the calculation of which includes historical data, assumptions and expectations of future conditions.

COVID-19 pandemic and re-lockdown
measures taken by the government of Maharashtra, India is of short-term nature and ought to have no impact on collectability of the $20.6
million Trade Receivable and $15.6 million Other Receivables due from DDC CATV and Reachnet respectively.

A widespread health crisis
could adversely affect the global economy, resulting in an economic downturn that could impact demand for our services. The future impact
of the outbreak is highly uncertain and cannot be predicted and there is no assurance that the outbreak will not have a material adverse
impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken
to contain the coronavirus.

Effective April 2, 2021, the
Indian Government in an effort to control the COVID-19 Pandemic has imposed lockdown in different parts of India, extending until the
restriction is relaxed. As of date, the lockdown restriction is not relaxed. With the number of new COVID-19 cases stabilizing in the
major metro areas, we expect the lockdown to be relaxed soon.   However, future lockdowns cannot be ruled out because of the
nature of the pandemic.”

    5

Going Concern, Liquidity and Capital Resources,
page 41

4.
Your response to prior comment 7 indicates that you "still have approximately 1.8 million subscribers that are regularly
paying their monthly subscription fees." However, as discussed, the pandemic and lockdown have disrupted your operations since customers
may be unable to make cash payments due to closures of office buildings and banks. Please clarify how your 1.8 million subscribers are
able to regularly able to pay their monthly subscription fees in this environment. Disclose the percentage of your 1.8 million subscribers
that pay by cash and whether any of those accounts are in arrears.   Discuss how you are able to verify the number of
your paying customers in light of these challenges and the fact that you have not been directly billing subscribers or maintaining direct
relationships with the local agents responsible for collecting subscription revenue from customers. Further, we note that the independent
consultant's report and resolution on payments to and from Reachnet was due by the final day of the lockdown. Your prior disclosure indicated
that the lockdown was scheduled to be relaxed on July 1, 2021. When the report is available, please update your disclosure accordingly.

Response:

The subscribers pay service
fees in advance for the streaming services. The subscriber fee is collected through an independent agent as per the industry practice,
i.e. through a local cable operator functioning in that locality. Presently, the Company is relying on the ability of Reachnet for collection
of service fees. The service is terminated if the service fees are not received in advance.

The subscribers are recorded
in the Subscribers Management System (SMS), a mandatory co-system with Conditional Access System (CAS) for streaming of services as per
the directives issued by TRAI. SMS captures all details of the subscribers like name, address, and contact details, type of streaming
device and bouquets / a-la-cartes as chosen by the subscribers. CAS receives all commands from the SMS. Once CAS receives command from
the SMS, it entitles the streaming device thereby completing the transaction initiated by the streaming service operator. The platform
is so designed that if encryption is violated (criminal offense as per regulation), any command that is initiated by SMS will not hit
the streaming device through CAS. In effect, the network is completely protected and services cannot reach the subscribers without initiating
the same through SMS and CAS.

The lockdown is extended in
light of the third wave. However, the independent consultant is in pursuit to complete the assignment and upon completion, we will update
our disclosures.

    6

Corporate History, page 47

5. We have
reviewed your response to prior comment 9 to include historical audited financial statements for the two most recent fiscal years
and recent interim period for DDC. Please provide pro forma fin

United States securities and exchange commission logo
July 9, 2021
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
601 Everest Grande, A Wing
Mahakali Caves Road
Andheri (East)
Mumbai, India 400 093
Re:Lytus Technologies Holdings PTV. Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed June 15, 2021
File No. 333-254943
Dear Mr. Pandya:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 28, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-1
Capitalization, page 34
1.We note your revised capitalization table in response to prior comment 4. Please address
the following items;
•Provide an additional bulleted item to disclose the items included in your
Adjustments column. In addition, this column should be identified as Pro Forma, As
Adjusted.
•Revise your table to include the proceeds from this offering in your Pro Forma, As
Adjusted column. Refer to Item 4 of Form F-1 and Instructions to Item 3.B of Form

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 July 9, 2021 Page 2
 FirstName LastNameDharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
July 9, 2021
Page 2
20-F.
•Provide disclosure to discuss the impact of a $1.00 increase (decrease) in your
assumed initial public offering price.
Key Factors For Our Performance, page 37
2.We have reviewed your response to prior comment 5. We note you have removed your
number of subscribers as of March 31, 2020. Please include your number of subscribers as
of March 31, 2020 and December 31, 2020 within your Number of Subscribers. In
addition, we note you continue to disclose Net Surplus Rate as a percentage, but define it
as an amount. Please revise to be consistent.
Critical Accounting Policies
Trade Receivable, page 39
3.We have reviewed your response to prior comment 6. Please include more of the
information provided in your response in your disclosure.
Going Concern, Liquidity and Capital Resources, page 41
4.Your response to prior comment 7 indicates that you "still have approximately 1.8 million
subscribers that are regularly paying their monthly subscription fees."  However, as
discussed, the pandemic and lockdown have disrupted your operations since customers
may be unable to make cash payments due to closures of office buildings and banks.
Please clarify how your 1.8 million subscribers are able to regularly able to pay their
monthly subscription fees in this environment.  Disclose the percentage of your 1.8
million subscribers that pay by cash and whether any of those accounts are in arrears.
Discuss how you are able to verify the number of your paying customers in light of these
challenges and the fact that you have not been directly billing subscribers or maintaining
direct relationships with the local agents responsible for collecting subscription revenue
from customers. Further, we note that the independent consultant's report and resolution
on payments to and from Reachnet was due by the final day of the lockdown.  Your prior
disclosure indicated that the lockdown was scheduled to be relaxed on July 1, 2021.
When the report is available, please update your disclosure accordingly.
Corporate History, page 47
5.We have reviewed your response to prior comment 9 to include historical audited
financial statements for the two most recent fiscal years and recent interim period for
DDC. Please provide pro forma financial information to reflect the entity's acquisition of
DDC. Refer to Article 11 of Regulation S-X.
Involvement in Certain Legal Proceedings, page 71
6.We note your discussion of a recent lawsuit involving your CEO Dharmesh
Pandya and Nextecworks.  Please clarify if Mr. Pandya is still affiliated with Nextecworks

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 July 9, 2021 Page 3
 FirstName LastNameDharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
July 9, 2021
Page 3
and if this entity has a relationship with the Lytus Group.
Report of Independent Registered Public Accounting Firm, page F-3
7.We note your auditor refers to the year-end of Lytus Technologies Holdings PTV Ltd. as
of March 18, 2020 and the period ended March 18, 2020. However, a balance sheet is not
provided as March 18, 2020, and your financial statements currently show the predecessor
period ending March 15, 2020. Please have your auditors revise or advise.
Note 3 - Other Income, page F-22
8.We have reviewed your response to prior comment 14. It continues to remain unclear to
us why you have presented the US$15 million as other income. In this regard, we note
your analysis in Annex D why you believe this transaction does not meet the performance
obligations under IFRS 15. However, you disclose on page F-22 that as part of this
agreement, you acquired the income entitlement rights. Refer to IFRS 15.BC52 - BC59.
We further note your statement on page F-22, that "effective 1 April 2020, and thereafter,
the income arising from the said contracts would be recognized as "Operating Revenue"
and the customers would be billed directly by the Group." In consideration that this
US$15 million is recognized as net and as Other Income prior to April 1, 2020 and then
gross as Operating Revenue effective April 1, 2020, please explain in sufficient detail how
you concluded this provides consistent presentation period over period. Refer to IAS
1.45.
Revenue, page F-49
9.Your response to prior comment 16, that your "disaggregated revenues are disclosed in the
consolidated statements of operations" is unclear to us. In this regard, you currently
present Operating revenue as a single line item in your statements of operations on pages
F-5 and F-42. As such, we repeat our prior comment to disaggregate your revenue by
source, noting that you have subscription revenues, carriage/placement/marketing
incentive revenues, and advertising revenues. Refer to IFRS 15.114 and 115.
Note 6 - Trade Receivables, page F-61
10.We have reviewed your response to prior comment 17 clarifying the nature of trade
receivables and other receivables. We further note your disclosure on page F-22 that
revenue from the acquired customers in the Reachnet agreement are recognized as "other
income" and effective April 1, 2020 and thereafter, the income from the said contracts will
be recognized as operating revenue. Tell us how you considered your current trade
receivables and other receivables presentation as consistent period over period. Refer to
IAS 1.45.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 July 9, 2021 Page 4
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
July 9, 2021
Page 4
Note 17 - Equity, page F-66
11.We have reviewed your response to prior comment 18 and note you continue to show
33,854,062 shares issued during the interim period ended December 31, 2020. Expand
your disclosure in Note 17 to clarify the nature of this issuance, as well as including the
information provided in your response. Refer to IAS 1.79(a).
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Craig
Wilson, Office Advisor, at (202) 551-3226 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at (202)
551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani, Esq.

CORRESP
1
filename1.htm

June 14, 2021

Via
Edgar

Mr.
Edwin Kim

Mr.
Larry Spirgel

Mr.
Ryan Rohn

Mr.
Craig Wilson

Office
of Technology

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E

Washington,
DC 20549

  Re:
  Lytus Technologies Holdings PTV. Ltd.

Registration
Statement on Form F-1

Filed
April 1, 2021

File No. 333-254943

Ladies
and Gentlemen:

This
letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated April 28,
2021 (the “Comment Letter”), to Lytus Technologies Holdings PTV. Ltd. (the “Company” or “Lytus Group”)
with respect to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on April
1, 2021.

This
letter provides the Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s
comments is set forth in bold below, followed by the responses of the Company.

Registration
Statement on Form F-1

Prospectus Summary, page 1

1. We
                                            note your response to prior comment 1 regarding your relationship with the customers you
                                            acquired from Reachnet. You plan to offer Health Advisory and Over-the-Top (“OTT”)
                                            Streaming services to these acquired customers noting that they are no longer customers of
                                            Reachnet. Since you are offering OTT streaming, please clarify how these 1.8 million users
                                            will access your OTT services. For example, please clarify if these customers will still
                                            generally be Reachnet customers for internet access. Further, please clarify the revenue
                                            sharing agreement that is described in Section 11 of your Supplemental Agreement filed as
                                            Exhibit 10.4. It appears that Reachnet will receive 61% of the gross revenue derived from
                                            these 1.8 million customers for network support and cable services. Thus, it is unclear why
                                            you do not characterize these customers as also being customers of Reachnet. You briefly
                                            discuss the revenue sharing arrangement with Reachnet on page 36. Please also clarify the
                                            percentage of your $29.9 million in revenue for the six months ended December 31, 2020 is
                                            attributable to this revenue sharing arrangement.

Response:

Under the terms
of the customer acquisition agreement (the “Customer Acquisition Agreement”) between Reachnet and Lytus Technologies Private
Limited (“Lytus India”) dated June 20, 2019, these approximately 1.8 million 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 58% 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.

Of the 29.2
million in revenue generated from streaming services during the 9 months ended December 31, 2020, the Company has provided for an
approximately $16.9 million as service charge payable to Reachnet for the 9-month period ended December 31, 2020.

    2

2. In
                                            your response to prior comment 3, you disclose the related party nature of your acquisitions
                                            of Lytus Technologies Private Limited (“Lytus India”) and DDC CATV Network Private
                                            Limited (“DDC”) in your corporate history section on page 43. Please also describe
                                            the related party relationship of these transactions to your management and their family
                                            in the prospectus summary and the related party section on page 66. We also note that your
                                            related party section only references related party transactions since the beginning of your
                                            last fiscal year and appears to omit several additional transaction noted on pages F-24,
                                            F-32 and F-33. Please revise to provide all required related party transactions for the past
                                            3 fiscal years for you and your subsidiaries. Please refer to Item 7.B of Form 20-F.

Response:

In response to the
Staff’s comments, we have updated the prospectus and described the related party relationship of these transactions to our management
and their family in the prospectus summary as under:

“As
discussed in details on page 47, 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 April 1, 2020, and the shareholders of DDC.”

In
addition, because the Company was incorporated on March 16, 2020, we have revised the related party section on page 72 to include the
below related party transactions since the inception of the Company.

“Acquisition
of Lytus India and DDC

As
discussed above under the Corporate History section on page 47, on March 19, 2020, the Company, Mr. Nimish Pandya, our CEO’s brother,
and Mr. Girish Podar, the shareholders of Lytus India, entered into a share purchase agreement, pursuant to which the Company acquired
15,000 shares, representing all of the equity share capital of Lytus India for a purchase price of Rs.150,000 (approximately $2,000).

In
addition, on February 21, 2020, LTL, DDC and the DDC Shareholders entered into a share purchase agreement, pursuant to which LTL contracted
to acquire 4,900 shares, representing 49% of the outstanding equity share capital of DDC for an aggregated purchase price of Rs.19,208,000
(approximately $255,000).

On
February 21, 2020, LTL, DDC and DDC Shareholders entered into a share subscription agreement, pursuant to which LTL has option to subscribe
900,000 shares fully convertible preference shares, representing 100% of the fully convertible preference shares of DDC for an aggregated
purchase price of Rs. 90,000,000 (approximately $1,200,000). On February 26, 2020, DDC and DDC Shareholders entered into another share
purchase agreement with Mr. Jagjit Singh Kohli, a director of the Company, pursuant to which Mr. Kohli contracted to acquire 200 shares,
representing 2% of the equity share capital of DDC for an aggregated purchase price of Rs.784,000 (approximately $10,400).

    3

On
March 20, 2020, LTL and Mr. Kohli respectively entered into an assignment of contract with the Company and transferred all of their respective
equity interest in DDC to the Company for no consideration. Such transfer was completed on March 31, 2020, resulting in the Company’s
owning of 51% of the equity interest in DDC. The Company has the option to purchase 900,000 fully convertible preference shares of DDC
for Rs. 90,000,000, subject to the increase of the authorized share capital of DDC, the approval of the Reserve Bank of India and other
Indian company law requirements.

The
acquisition of the majority of DDC’s equity involved our CEO, Dharmesh Pandya, who was then also the CEO of LTL, and Jagjit Singh
Kohli, who was later appointed as our director on April 1, 2020.

Loan
From a DDC Director

There
is a pre-existing loan of approximately $1.5 million from a director of DDC that was given before the Company acquired a majority interest
in DDC. This loan bears no interest is and repayable on demand.

Sale
of the unstructured CWIP to the Previous Promoter

During
the process of acquiring Lytus India, the unstructured capital work in progress (CWIP) was transferred to an independent company where
Mr. Jagjit Singh Kohli (a previous promoter) had control for $3,583 against loan repayable to Lytus India.”

3. On
                                            page 4, you reference a redeemable debenture with a principal value as high as $47.6 million,
                                            pending regulatory approval. Please identify the investor issuing the debt and file the debt
                                            agreements as an exhibit pursuant to Item 601(b)(10) of Regulation SK.

Response:

In response to the
Staff’s comments, we have previously filed Agreement for Subscription of Debentures as Exhibit 10.11. We respectfully request the
Staff to treat the identity of the investor as confidential information based on Item 601(b)(10)(iv) of Regulation S-K. We have not signed
any additional debt agreements with the investor.

    4

Capitalization,
page 32

4. We
                                            note your revised disclosure in response to prior comment 4. Please remove your liabilities
                                            of Customer Acquisition Payable and Deferred Tax Liability from your Capitalization table
                                            as these are not Cash or Cash and Equivalents. Also, expand your table to show amounts and
                                            adjustments presented from historical to pro forma to adjusted pro forma. Refer to Rule 11-02(a)(4)
                                            of Regulation S-X.

Response:

In
response to the Staff’s comments, we have revised the Capitalization table as below:

    As of December 31, 2020

    Historical (unaudited)
    Pro Forma
    Adjustments

    Cash and Cash Equivalents
    $ 100,254
    $ 27,475,000
    $ 27,575,254

    Equity

    Equity Share Capital
      341,541
      27,195
      368,736

    Other Equity
      11,097,209
      27,447,797
      38,545,006

    Total Lytus Equity
      11,438,750
      27,474,992
      38,913,742

    Noncontrolling interest
      13,826
      —
      13,826

    Total Equity
      11,452,576
      27,474,992
      38,927,568

    Total Capitalization
    $ 11,552,830
    $ 54,949,992
    $ 66,502,822

Key
Factors For Our Performance, page 35

5. We
                                            have reviewed your response to prior comment 5. We note you currently present the number
                                            of subscribers as of March 31, 2020. Please expand your disclosure to also disclose the number
                                            of subscribers as of December 31, 2020. In addition, you currently present a percentage for
                                            your net surplus rate. Please disclose your net surplus rate as of March 31, 2020 and December
                                            31, 2020. Further, it is unclear why you disclose your net surplus rate as a percentage.
                                            That is, you define net surplus rate as the net cash available after adjusting the operational
                                            costs for streaming services. Please advise or revise accordingly.

Response:

In
response to the Staff’s comments, we have revised our disclosure on page 38 as follows:

“NSR was 39% and 39% as of March 31, 2020 and December 31, 2020,
respectively. NSR is specified in terms of a percentage in pursuant to the Customer Acquisition Agreement wherein we have arranged for
an operational set-up at a fixed rate of 61% of the aggregate revenue in streaming services.”

The Company has
acquired all subscribers of Reachnet and it has engaged Reachnet for provision of streaming services for and on its behalf. The Company
incurs no other operating costs for the provision of streaming/telecast services. The net surplus rate is disclosed as the surplus revenue
after netting off the operating costs for provision of streaming/telecast services.

The Company’s
arrangement with Reachnet is not based on a fixed service charge or cost-plus margin, but is based on a variable factor i.e. 61% of the
revenues accrued and received from streaming services. The Company continues to be responsible for capital expenditure or the infrastructure
costs, wherever required, such as set-top boxes, fiber optic network, etc. for the provision of streaming services. Since, these are not
operating costs, they have not been mentioned in the context of net surplus rate.

We
have also revised the Registration Statement to include the following– “The service charge is determined at arm’s length
and according to the industry practice, wherein the average industry EBITDA for cable service companies in India is approximately 58%
of the total streaming revenues. Accordingly, we have agreed to determine the service charge vis-à-vis our arrangement with Reachnet
at a variable percentage of 61% of our total streaming revenue.”

We
have also expanded our disclosure to disclose that as of December

United States securities and exchange commission logo
April 28, 2021
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
601 Everest Grande, A Wing
Mahakali Caves Road
Andheri (East)
Mumbai, India 400 093
Re:Lytus Technologies Holdings PTV. Ltd.
Registration Statement on Form F-1
Filed April 1, 2021
File No. 333-254943
Dear Mr. Pandya:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  References to our
prior comments refer to our letter dated October 20, 2020.
Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your response to prior comment 1 regarding your relationship with the customers
you acquired from Reachnet.  You plan to offer Health Advisory and Over-the-Top
("OTT") Streaming services to these acquired customers noting that they are no longer
customers of Reachnet.  Since you are offering OTT streaming, please clarify how these
1.8 million users will access your OTT services.  For example, please clarify if these
customers will still generally be Reachnet customers for internet access.  Further, please
clarify the revenue sharing agreement that is described in Section 11 of your Supplemental

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 April 28, 2021 Page 2
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
April 28, 2021
Page 2
Agreement filed as Exhibit 10.4.  It appears that Reachnet will receive 61% of the gross
revenue derived from these 1.8 million customers for network support and cable services.
Thus, it is unclear why you do not characterize these customers as also being customers of
Reachnet.  You briefly discuss the revenue sharing arrangement with Reachnet on page
36.  Please also clarify the percentage of your $29.9 million in revenue for the six months
ended December 31, 2020 is attributable to this revenue sharing arrangement.
2.In your response to prior comment 3, you disclose the related party nature of your
acquisitions of Lytus Technologies Private Limited (“Lytus India”) and DDC CATV
Network Private Limited (“DDC”) in your corporate history section on page 43.  Please
also describe the related party relationship of these transactions to your management and
their family in the prospectus summary and the related party section on page 66.  We also
note that your related party section only references related party transactions since the
beginning of your last fiscal year and appears to omit several additional transaction noted
on pages F-24, F-32 and F-33.  Please revise to provide all required related party
transactions for the past 3 fiscal years for you and your subsidiaries.  Please refer to Item
7.B of Form 20-F.
3.On page 4, you reference a redeemable debenture with a principal value as high as $47.6
million, pending regulatory approval.  Please identify the investor issuing the debt and file
the debt agreements as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.
Capitalization, page 32
4.We note your revised disclosure in response to prior comment 4.  Please remove your
liabilities of Customer Acquisition Payable and Deferred Tax Liability from your
Capitalization table as these are not Cash or Cash and Equivalents.  Also, expand your
table to show amounts and adjustments presented from historical to pro forma to adjusted
pro forma.  Refer to Rule 11-02(a)(4) of Regulation S-X.
Key Factors For Our Peformance, page 35
5.We have reviewed your response to prior comment 5.  We note you currently present the
number of subscribers as of March 31, 2020.  Please expand your disclosure to also
disclose the number of subscribers as of December 31, 2020.  In addition, you currently
present a percentage for your net surplus rate.  Please disclose your net surplus rate as of
March 31, 2020 and December 31, 2020.  Further, it is unclear why you disclose your net
surplus rate as a percentage.  That is, you define net surplus rate as the net cash available
after adjusting the operational costs for streaming services.  Please advise or revise
accordingly.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 April 28, 2021 Page 3
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
April 28, 2021
Page 3
Critical Accounting Policies, page 36
6.Revise your policies to address the valuation assumptions and estimates and policy for
impairment related to your Customer Acquisition intangible asset of $59 million acquired
from Reachnet.   While you have obtained some deferral of payment due on this asset its
recoverability should be addressed in your Critical Accounting Policies.

Similarly, revise your Critical Accounting Policies to address the collectability of the
$20.6 million Trade Receivable and $15.6 million Other Receivables due from DDC
CATV and Reachnet respectively.  You rely upon India lifting COVID restrictions for
collections of these receivables yet we note the COVID caseload in India is now reaching
and exceeding global records.  Address the impact of this continuing  and worsening event
on your asset impairments and collectability.
Going Concern, Liquidity and Capital Resources
Note on Going Concern, page 39
7.We note your response to prior comment 6 regarding your inability to settle $15 million in
accounts receivable with Reachnet due to the inability of banks and customers to process
transactions by cash.  Your disclosure indicates that a third-party review of the issue with
Reachnet and its subscribers was ongoing through May 31, 2021.  Please provide an
update to this review, the resolution of the amounts owed to you, and how you intend to
change your operations and billing processes to avoid further issues in the future.  Please
also disclose the payments you have already made to Reachnet as part of the $59 million
acquisition of its customers.  Also, please clarify whether the payment processing issues
and potential write-off of outstanding balances owed impacted your subscriber or user
figures.  It is not clear if you still have 1.8 million subscribers that are regularly paying
their monthly subscription fees, or if they have cancelled service due to payment issues.
Large Payment Obligation by the Company, page 40
8.Revise the discussion of your Reachnet payment obligation to note the dollar amounts of
the obligation and periodic four installment payments in a manner similar to your
disclosure of amount in the following paragraph of the receivable of $15.6 million due
from Reachnet.  In this regard, revise to clarify the disclosure under the "Note on
Liquidity and Capital Resources" as to why the "principal amount of "(y)our debt as of
March 31, 2020 was $1,587,216 and for the period ended December 31, 2020 was
$1,597,777" and is not including the Reachnet payment obligation among other amounts
due as reflected in your balance sheet.

In addition, revise to clarify what caused the disclosed increase in the Reachnet receivable
to $29 million for the 9 months period ended December 31, 2020 and reconcile the
amount to your financial statements.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 April 28, 2021 Page 4
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
April 28, 2021
Page 4
Corporate History, page 43
9.We note your response to prior comment 10.  Please address the following items:
•We continue to note that Lytus India was acquired on March 19, 2020 and DDC was
acquired on March 31, 2020, both of which were acquired prior to the completion of
your fiscal year end of March 31, 2020.  Given the results of your significance tests,
please provide historical audited financial statements for the two most recent fiscal
years and recent interim period.  Refer to Question 16 of the Jumpstart Our Business
Startups Act Frequently Asked Questions located on our website at Jumpstart Our
Business Startups Act, Frequently Asked Questions - Generally Applicable Questions
on Title I of the JOBS Act (sec.gov) and Rule 8-04(c) of Regulation S-X.
•The historical audited financial statements for Lytus Technologies Private Limited
contained in Exhibit 99.1 are labeled as "Projected."  Please advise or revise
accordingly.
Our Business, page 43
10.In your response to prior comment 8, we note your revised disclosure regarding your
Global Health Sciences, Inc. (“GHSI”) acquisition, which offers telemedicine solutions to
125 U.S. doctors.  However, your disclosure indicates that GHSI did not commence
operations until you acquired it in October 2020.  Please describe the development of the
software and solutions offered to the U.S. doctors by GSHI, and whether you generate
material amounts of revenue from these customers.  For example, please clarify whether
the software offered to U.S. doctors was developed by Lytus India and comparable to the
services offered to physicians in India, or if it restricted to videoconferencing or virtual
appointment solutions.  Further, in light of your cancellation of agreements with content
providers, please clarify where you receive content, either health or entertainment-
related.
Management, page 61
11.We note your responses to prior comments 11 and 12 regarding your corporate
governance provisions.  Your response to prior comment 12 indicates that you provided a
description on pages 5 and 22 of the differences between companies using the foreign
private issuer exemption and the requirements for domestic companies.  Please note,
however, that you provided the differences in SEC disclosure obligations between foreign
private issuers and domestic filers on pages 5 and 22.  Under Nasdaq Listing Rule
5615(a)(3), foreign private issuers are not subject to certain Nasdaq corporate governance
requirements if they elect to adopt home country corporate governance requirements
instead of those required for domestic companies under Nasdaq listing standards.  Please
clarify if you intend to avail yourself of the home country exemption for Nasdaq corporate
governance rules available to foreign private issuers.  You should clarify the material
differences between the corporate governance requirements for domestic companies and
your BVI home rule requirements.  Further, to the extent that you will not be using the

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 April 28, 2021 Page 5
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
April 28, 2021
Page 5
home rule exemption for corporate governance provisions, please clarify whether more
stringent requirements for domestic companies are mandatory under your charter or if it is
discretionary.  We note, for example, that you indicate in your response letter that you will
hold annual meetings and director elections, but we did not find any provisions that they
are required in your Memorandum and Articles of Association filed as Exhibit 3.1.
Experts, page 92
12.We have reviewed your response to prior comment 7 and note that you now include the
valuation report from your valuation expert as an exhibit.  We further note that you have
provided a consent from this valuation expert.  Please provide disclosure of this valuation
expert under Experts.  Refer to Item 509 of Regulation S-K.
Index to Consolidated Financial Statements, page F-1
13.We note your response to prior comment 9 that Lytus India and DDC are determined to be
predecessors of the Company.  As such, your historical audited financial statements
should be presented as predecessor and successor.  Refer to Instructions to Item 8 of Form
20-F as well as Rule 405 of Regulation C and Articles 3 and 10 of Regulation S-X.
Note 3 - Other Income, page F-20
14.We have reviewed your response to prior comment 17 as it relates to the approximate
US$15 million net surplus related to the transaction with Reachnet.  Tell us why this
amount was not recognized as an adjustment to the purchase price of this transaction,
including the accounting guidance that you considered.
Note 1 - Nature of Operations and Summary of Significant Accounting and Reporting Policies
Basis of Consolidation, page F-44
15.Please update your table to reflect your acquisition of Global Health Technologies, Inc. to
be consistent with your diagram on page 1.
Revenue, page F-46
16.Please disaggregate your revenue by source.  In this regard, we note you have subscription
revenues, carriage/placement/marketing incentive revenues, and advertising revenues.
Refer to IFRS 15.114 and 115.
Note 6. Trade Receivables, page F-57
17.Please revise to explain the source and nature of the "Receivables from Others" noted
under your trade receivables.  In this regard, tell us how your classification of these
receivables follows or differs from your classification of the Reachnet receivable under
the titled caption, "Note 7 -  Other Receivables"  on page F-57.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 April 28, 2021 Page 6
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
April 28, 2021
Page 6
Note 17 - Equity, page F-62
18.We note you issued 33,854,062 shares in the nine months ended December 31, 2020.
Please provide disclosure to provide context of this issuance, including who the shares
were issued to and at what price.
Exhibits
19.Please file your exhibits in a proper electronic format pursuant to Rule 102 of Regulation
S-T.  We note that exhibits 3.1, 3.2, 10.3, 10.6, 10.7 and 10.12 were filed in a format that
is not searchable by character or text.  Please refer to Section 2.1 of the EDGAR Filer
Manual Volume II for further guidance.
            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.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Craig
Wilson, Office Advisor, at (202) 551-3226 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at (202)
551-3297 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani, Esq.

CORRESP
1
filename1.htm

March 31, 2021

Via Edgar

Mr. Edwin Kim & Ms. Kathleen Krebs

Office of Technology

Division of Corporate Finance

United States Securities and Exchange Commission
Washington, DC 20549

 Re: Lytus Technologies Holdings PTV. Ltd.

Amendment No. 1 to Draft Registration
Statement on Form F-1

Submitted October 5, 2020

CIK No. 0001816319

Dear Mr. Kim and Ms. Krebs:

This letter is being
furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated October 20, 2020 (the
“Comment Letter”), to Lytus Technologies Holdings PTV. Ltd. (the “Company” or “Lytus Group”)
with respect to Amendment No. 1 to the Draft Registration Statement on Form F-1 (the “Registration Statement”) submitted
to the Commission on October 5, 2020.

This letter provides
the Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments
is set forth in bold below, followed by the responses of the Company.

Draft Registration Statement #2 on
Form F-1

Prospectus Summary, page 1

 1. We note your responses to prior comments 2 and 3 regarding your relationship with Reachnet Cable
Services Pvt. Ltd. (“Reachnet”) and the services you offer. Please clarify whether the 1.8 million customers that you
received from Reachnet are still customers of Reachnet and must be subscribers of Reachnet to access your streaming or added-value
services. Further, please provide a description of how your health and entertainment streaming services differ from those offered
by Reachnet.

Response:

In response to the Staff’s
comment, the 1.8 million customers we acquired from Reachnet are no longer customers of Reachnet and they do not need to be subscribers
of Reachnet in order to access our services.

Reachnet does not offer health
or OTT services. Reachnet has the right to render streaming telecast services (wired streaming) only. Lytus Group will offer health
and OTT services to its customers.

 2. In response to prior comment 4, you still appear to
base your 8 million user base on a simple calculation of your 1.8 million users purchased from Reachnet multiplied by an industry
average of users per household. Given your business model involves streaming services and other value-added services, please clarify
whether you have any methodology to confirm you have 8 million users. Please consider adding a risk factor that addresses that
the assumptions you used to determine these figures may not be accurate.

Response:

In response to the Staff’s
comment, we have acquired 1.8 million subscriber connections. The subscriber connections are determined by the installed devices.
There is no precise methodology to validate the active users per household or customer demographics. The conversion of subscriber
connections to “active users per household” is based on the multiplication that is applied to the subscriber connections,
which is an industry average of users per household, which we believe is the best available estimate.

We have added the risk factor
below to the Registration Statement on page 10:

“Our 8 million user
base is based on a calculation of our 1.8 million paid home subscribers multiplied by an industry average of 4.6 users per household
in India and the assumptions we used to determine these figures may not be accurate.

Our 8 million user base is based
on a calculation of our 1.8 million paid home subscribers multiplied by an industry average of 4.6 users per household in India.
The conversation rate of 4.6 users per household was supported by the Database on Household Size and Composition 2019 released
by the Department of Economic and Social Affairs of the United Nations.1 Our estimates of household size and the number
of users are based upon historical cable industry practices for measurement of user data. For example, according to the Universe
Update Report released by Broadcast Audience Research Council of India in July 20182, the number of average users per
household in 2018 was 4.45. Although we believe the figures in the industry report were the best available estimate, there can
be no assurance that the assumptions we used are accurate and therefore the number of the members per household may not necessarily
equal to the number of our active users. As a result, the number of our actual active users may be less than 8 million.”

 1. Available at: https://population.un.org/Household/index.html#/countries/356

 2. Available at: https://www.barcindia.co.in/resources/pdf/BARC%20India%20Universe%20Update%20-%202018.pdf

 3. We note your response to prior comment 6 regarding
the acquisition of Lytus Technologies Private Limited (“Lytus India”) and DDC CATV Network Private Limited (“DDC”)
by the Lytus Technologies Holdings PTV. Ltd. (“Lytus Group”) and your relationship with Reachnet. Please clarify whether
you or any of your affiliates have any related party relationships with Reachnet. Further, please revise your summary to disclose
that your acquisition of Lytus India was from a related party, the brother of CEO Dharmesh Pandya, and your acquisition of the
majority of DDC’s equity involved your CEO, who was the CEO of Lituus Technologies Limited (“Lituus”), and your
director, Jagjit Singh Kohli. Lastly, disclose whether Lituus continues to have the option to purchase 900,000 fully convertible
preference shares of DDC for Rs. 90,000,000. If so, describe the material terms of the option and the DDC preference shares.

Response:

 ● We
confirm that the Lytus Group and/or its management have no related party relationships with Reachnet.

    ●
    We have amended the Corporate History on page 43 of the Registration Statement as under:

“The acquisition of Lytus India
was from a related party, Nimish Pandya, the brother of our CEO, Dharmesh Pandya. In addition, the acquisition of the majority of DDC’s
equity involved our CEO, Dharmesh Pandya, who was then also the CEO of LTL, and Jagjit Singh Kohli, who was later appointed as our director
on April 1, 2020.”

 ● We
have amended the Corporate History on page 43 as under:

“The Company now has the option
to purchase 900,000 fully convertible preference shares of DDC for Rs. 90,000,000, subject to the increase of the authorized share capital
of DDC, the approval of the Reserve Bank of India and other Indian company law requirements.”

The terms of such option were discussed
in Share Purchase Agreement, dated February 21, 2020, by and among Lituus Technologies Limited, DDC CATV Network Private Limited, and
all of the shareholders of DDC CATV Network Private Limited, which was filed as Exhibit 10.7 to the Registration Statement.

There are
no other material terms regarding the option and the DDC preference shares.

    2

Capitalization, page 32

 4. Please reconcile the historical amount of Equity Share
Capital to the similar line item in your consolidated statement of financial position on page F-3.

Response:

We respectfully advise the Staff that
we have included our unaudited interim financial statements for the period ended December 31, 2020 in the Registration Statement and as
such we have updated our Capitalization section to reflect the numbers as of December 31, 2020. We have included the new capitalization
table below on page 32 of the Registration Statement:

    As of December 31, 2020

    Historical

 (unaudited)
    Pro Forma
 As Adjusted

    Cash and Cash Equivalents
    $ 100,254
    $ 27,575,247

    Non-Current Liabilities

    Customer Acquisition Payable
      30,271,230
      30,271,230

    Deferred Tax Liability
      2,930,748
      2,930,748

    Total Non-Current Liabilities
    $ 33,201,978
    $ 33,201,978

    Equity

    Equity Share Capital
      341,464
      368,736

    Other Equity
      11,097,286
      38,545,006

    Total Lytus Equity
      11,438,750
      38,913,743

    Noncontrolling interest
      13,826
      13,826

    Total Equity
      11,452,576
      38,927,569

    Total Capitalization
    $ 44,654,554
    $ 72,129,547

Management’s Discussion and
Analysis of Financial Condition and Results of Operations Key Factors For Our Performance, page 35

 5. We note your expanded disclosure in response to prior
comment 9. Please disclose the Net Surplus Rate. In addition, move the number of subscribers at year-end to your Number of Subscribers
bullet point, rather than with the Net Surplus Rate.

Response:

The Net Surplus
Rate (prior to salary and common administrative expense) is 39% of net revenue received by Lytus Group and revised the disclosure
. In addition. We have moved the number of subscribers at year-end to our Number of Subscribers bullet point on page 36.

Going
Concern, Liquidity and Capital Resources, page 39

 6. We note your response regarding your inability to
settle the $15 million in accounts receivable to be received from Reachnet due to the Covid-19 pandemic and lock-down of banks
and facilities to accept cash payments from customers. Please clarify whether this inability to process accounts receivables and
receive cash payments is resulting in liquidity issues for either your operations or Reachnet.

Response:

In response the Staff’s
comments, we have included the paragraphs below on page 39 of the Registration Statement.

“The intermittent inability to
process accounts receivables and receive cash payments has resulted in liquidity issues and impacted the operations of both the Company
and Reachnet. However, the Company, in collaboration with Reachnet’s management, has taken necessary steps, including communicating
with all relevant commercial partners, seeking deferral of its payment obligations where possible, to mitigate the impact of COVID-19
on the Company’s liquidity. While COVID-19 restrictions were partially relaxed in December 2020, with the spike in the number of
case in Maharashtra in March 2021, the imposition of further lockdown restrictions could be expected.

On February 5, 2021, Lytus India and
Reachnet entered into the Third Supplemental Agreement to the original subscriber acquisition agreement dated June 20, 2019, pursuant
to which the parties have agreed to, on a good faith basis, settle payments before March 31, 2021 upon completion of the 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. Given the uncertainty with respect to another potential lockdown caused by a recent COVID-19 resurgence in India,
the parties have also agreed that setting off the amounts due, can be an option, if required. On March 29, 2021, the third party’s
review of Reachnet and its subscribers was further extended for two months due to the ongoing COVID-19 pandemic and re-lockdown measures
taken by the government of Maharashtra, India.”

The Third Supplemental Agreement is
filed as Exhibit 10.12 to the Registration Statement.

    3

Intangible Assets and Goodwill, page
41

 7. Please expand your disclosure to incorporate more
of the information provided in your response to prior comment 15. In this regard, disclose the second part of your response that
explains how you determined the value per customer.

Response:

In response to the Staff’s
comment, we have amended the Note on Intangible Assets and Goodwill section on page 41 of the Registration Statement as under:

“The acquisition of customers
was valued on an arms-length basis by valuation expert and the valuations were conducted as per the discounted free cash flow method
(see Schedule 1 of the Valuation Report attached hereto as Exhibit 99.5). We have also carried out valuation using the Subscriber’s
Multiple method (see Schedule 2 of the Valuation Report). The result was further validated using the independent comparable method.”

Our Business, page 43

 8. We note your response to prior comment 16 that you
are no longer going forward with your partnerships or cooperation process with Global Health Technologies, LLC and with Dick Cook
Studios for your telemedicine platform and entertainment and education content, respectively. Please clarify how the suspension
or discontinuation of these collaborations will impact the development of your services.

 Response:

Our partnership
with Dick Cook Studios is no longer under consideration. The management of the Company does not expect that its operations will
be impacted in any way.

On October 30, 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. We have revised the Registration Statement to include discussion
of the Company’s U.S. telemedicine business to be conducted through GHSI.

Corporate History, page 43

 9. Your response to prior comment 19 indicates that you
have concluded that Lytus India and DDC can be determined to be predecessors of the Company. As such, please provide financial
statements for the registrant and its predecessor. Refer to Instructions to Item 8 of Form 20-F as well as Rule 405 of Regulation
C and Articles 3 and 10 of Regulation S- X.

 Response:

We have amended the financial
statements as under:

    ●
    Lytus India – Stand-alone Financial Statements for the period from April 1, 2018 through March 31, 2019 and for the period from April 1, 2019 through March 18, 2020 (preceding the date of acquisition by Lytus Group).

    4

Lytus Group
acquired Lytus India on March 19, 2020 and hence, the stand-alone financial statements of the predecessor company is prepared till
March 18, 2020. Consistent with our understanding of “NewCo” entities with respect to business combinations, if a new
entity is formed to issue equity interest to effect a business combination, one of the combining entities that existed before the
business combination shall be identified as the acquirer. The Company had no significant pre-acquisition activity and was formed
for the sole purpose of issuing shares to the shareholders of the combining companies. Accordingly, we believe the Company is precluded
from being the accounting acquirer. Lytus India is the accounting acquirer.

As the acquisition
was accounted for as a business combination, a new basis of accounting for the Company’s assets and liabilities was established.
As such, the 2020 financial results will be presented in two periods. Financial activity prior to the acquisition of Lytus India
is presented as “predecessor” using the previous basis of accounting and financial activity that occurred on or after
the acquisition will be presented as “successor” using the new basis of accounting.

 ● DDC India – Stand-alone Financial
Statements for the period ending March 31, 2019 and March 31, 2020.

The Board of
Directors of Lytus Group has passed the resolution dated March 20, 2020 to assume, at the close of the business hours of March
31, 2020, the consolidation of DDC and hence, the consolidation was effective as and from March 31, 2020. The acquisition of DDC
was determined to be greater than 40% significance based on the revised reporting thresholds under Rules 1-02(w) and 3-05 of Regulation
S-X. Hence, we will include in our amended filing the stand-alone financial statements of DDC which will include two years of audited
financial statements.

 10. We note you have provided historical audited financial statements for Lytus India and DDC in
response to prior comment 20. Please address the following items:

 ● Provide
the appropriate periods in accordance with Rule 3-05(b) of Regulation S-X. In this regard, we note you have provided financial
statements for the fiscal years ended March 31, 2019 and 2020, but Lytus India was acquired on March 19, 2020 and DDC was acquired
on March 31, 2020.

Response:

We
are filing the Registration Statement in the capacity of an Emerging Growth Company

United States securities and exchange commission logo
October 20, 2020
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
A-21, 1st Floor, Ghanshyam Industrial Estate
Off Veera Desai Road, Andheri West
Mumbai, India 400053
Re:Lytus Technologies Holdings PTV. Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 5, 2020
CIK No. 0001816319
Dear Mr. Pandya:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  References to our prior comments refer to our letter dated August 4, 2020.
Draft Registration Statement #2 on Form F-1
Prospectus Summary, page 1
1.We note your responses to prior comments 2 and 3 regarding your relationship with
Reachnet Cable Services Pvt. Ltd. ("Reachnet") and the services you offer.  Please clarify
whether the 1.8 million customers that you received from Reachnet are still customers of
Reachnet and must be subscribers of Reachnet to access your streaming or added-value
services.  Further, please provide a description of how your health and entertainment
streaming services differ from those offered by Reachnet.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 October 20, 2020 Page 2
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
October 20, 2020
Page 2
2.In response to prior comment 4, you still appear to base your 8 million user base on a
simple calculation of your 1.8 million users purchased from Reachnet multiplied by an
industry average of users per household.  Given your business model involves streaming
services and other value-added services, please clarify whether you have any methodology
to confirm you have 8 million users.  Please consider adding a risk factor that addresses
that the assumptions you used to determine these figures may not be accurate.
3.We note your response to prior comment 6 regarding the acquisition of Lytus
Technologies Private Limited ("Lytus India") and DDC CATV Network Private Limited
("DDC") by the Lytus Technologies Holdings PTV. Ltd. ("Lytus Group") and your
relationship with Reachnet.  Please clarify whether you or any of your affiliates have any
related party relationships with Reachnet.  Further, please revise your summary to disclose
that your acquisition of Lytus India was from a related party, the brother of CEO
Dharmesh Pandya, and your acquisition of the majority of DDC's equity involved your
CEO, who was the CEO of Lituus Technologies Limited (“Lituus”), and your director,
Jagjit Singh Kohli. Lastly, disclose whether Lituus continues to have the option to
purchase 900,000 fully convertible preference shares of DDC for Rs. 90,000,000.  If so,
describe the material terms of the option and the DDC preference shares.
Capitalization, page 32
4.Please reconcile the historical amount of Equity Share Capital to the similar line item in
your consolidated statement of financial position on page F-3.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors For Our Performance, page 35
5.We note your expanded disclosure in response to prior comment 9.  Please disclose the
Net Surplus Rate.  In addition, move the number of subscribers at year-end to your
Number of Subscribers bullet point, rather than with the Net Surplus Rate.
Going Concern, Liquidity and Capital Resources, page 39
6.We note your response regarding your inability to settle the $15 million in accounts
receivable to be received from Reachnet due to the Covid-19 pandemic and lock-down of
banks and facilities to accept cash payments from customers.  Please clarify whether this
inability to process accounts receivables and receive cash payments is resulting in
liquidity issues for either your operations or Reachnet.
Intangible Assets and Goodwill, page 41
7.Please expand your disclosure to incorporate more of the information provided in your
response to prior comment 15.  In this regard, disclose the second part of your response
that explains how you determined the value per customer.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 October 20, 2020 Page 3
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
October 20, 2020
Page 3
Our Business, page 43
8.We note your response to prior comment 16 that you are no longer going forward with
your partnerships or cooperation process with Global Health Technologies, LLC and with
Dick Cook Studios for your telemedicine platform and entertainment and education
content, respectively.  Please clarify how the suspension or discontinuation of these
collaborations will impact the development of your services.
Corporate History, page 43
9.Your response to prior comment 19 indicates that you have concluded that Lytus India
and DDC can be determined to be predecessors of the Company.  As such, please provide
financial statements for the registrant and its predecessor.  Refer to Instructions to Item 8
of Form 20-F as well as  Rule 405 of Regulation C and Articles 3 and 10 of Regulation S-
X.
10.We note you have provided historical audited financial statements for Lytus India and
DDC in response to prior comment 20.  Please address the following items:

•Provide the appropriate periods in accordance with Rule 3-05(b) of Regulation S-X.
In this regard, we note you have provided financial statements for the fiscal years
ended March 31, 2019 and 2020, but Lytus India was acquired on March 19, 2020
and DDC was acquired on March 31, 2020.
•Your response to prior comment 20 indicates that you have provided financial
statements for Lytus India and DDC for the periods ending March 31, 2019 and
2020.  However, the financial statements that are provided in Exhibits 99.4 and 99.5
are each labeled as March 31, 2020 and both of the audit reports only refer to the
fiscal year ended March 31, 2020.
•Provide pro forma financial information in accordance with Article 11 of Regulation
S-X.
•The financial statements of Lytus India and DDC were audited in accordance with the
Standards on Auditing prescribed by the Institute of Chartered Accountant of India
(ICAI).  However, please advise the auditor that the audit must be conducted in
accordance with U.S. generally accepted auditing standards. Refer to Instruction 2 of
Form 20-F, Item 8.A.2.
Management, page 61
11.We note your response to prior comment 23 that you will have annual meetings and
director elections.  Please clarify whether such meetings and elections are mandatory or
discretionary.  Your response to prior comment 1 indicates that you may possibly not seek
listing on the Nasdaq, thus, it is not clear whether you would be subject to exchange
listing rules or other rules requiring annual meetings and director elections.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 October 20, 2020 Page 4
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
October 20, 2020
Page 4
12.In your responses to prior comments 1 and 24, you indicate that you will not avail yourself
of Nasdaq's closed company exemption and you will comply with the Nasdaq corporate
governance rues.  Please revise to disclose that you are eligible for both the closed
company exemption and the foreign private issuer exemption from the Nasdaq corporate
governance rules and clearly disclosure whether or not you will avail yourself of these
exemptions.  Further, please briefly describe these exemptions and how they differ from
domestic issuers.
Common Share Eligible for Future Sale, page 75
13.We are unable to find any revisions in your amendment that are responsive to prior
comment 27 regarding the lack of notice for waivers for your lock-up agreement.  The
disclosure on page 75 still indicates that Aegis may waive the lock-up agreement without
notice.  Please clarify.  Further, if the underwriters must provide notice pursuant to
Nasdaq listing rules, please clarify if there is a notice requirement should you not be listed
on the Nasdaq upon the close of your offering.
Consolidated Statement of Financial Position, page F-3
14.We note your response to prior comment 30.  Please identify your Borrowings line item as
a related party.  Refer to IAS 24.19-21.
Consolidated Statement of Profit or Loss and Other Comprehensive Income, page F-4
15.The financial statements of DDC contained in Exhibit 99.5 show the entity generated
operating revenue in the fiscal years ended March 31, 2020 and 2019.  Please explain why
DDC did not generate any revenue in the period from March 16, 2020 through March 31,
2020, as Lytus Group does not show any operating revenue for this period.
Notes to Consolidated Financial Statements, page F-7
16.We have reviewed your response to prior comment 31.  It does not appear that the revised
language provided in the response has been included in your filing.  Please advise or
include it accordingly.
Note 3 - Other Income - Income on Acquisition of Customer-Contracts, page F-20
17.We have reviewed your responses to prior comments 34 and 35.  Although you provided
guidance that you determined was not applicable for this amount, it remains unclear what
guidance was considered.  Provide us with the guidance you cited to recognize the
approximately US$15 million net surplus as "Other income" as well as the net receivable
from Reachnet.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 October 20, 2020 Page 5
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
October 20, 2020
Page 5
Note 22 - Acquisition of Customers
Agreement with the Reachnet Cable Services Private Limited, page F-33
18.We note Lytus Group was incorporated on March 16, 2020.  Further, your disclosure
indicates that you acquired approximately 1.8 million subscriber connections from
Reachnet through Agreements dated June 21, 2019 and December 6, 2019.  The
standalone historical audited financial statements of Lytus Technologies Private Limited
that are currently included in Exhibit 99.4 show that it entered into the agreement with
Reachnet, and the intangible asset is presented within these financial statements.  In light
of this, please explain why the financial statements of Lytus Group show it acquired the
Customer Acquisition (Note 10) rather than as part of the acquisition of Lytus
Technologies Private Limited (Note 23).
Exhibits
19.Your exhibits index indicates that you filed the Supplement Agreement dated December 6,
2019 to the Reachnet customer acquisition as Exhibit 10.4 and the Secondary Supplement
Agreement dated June 30, 2020 as Exhibit 10.5.  Please note that you filed the Secondary
Supplement Agreement as Exhibit 10.4 rather than the Supplement Agreement.  Please
file both supplemental agreements.
General
20.Your response to prior comment 38 indicates that your offering will proceed even if you
are not accepted for listing on the Nasdaq.  Please be aware that if you are not accepted for
listing by the Nasdaq on a pre-effective basis, your registration statement will need to be
substantially revised on a pre-effective basis to clarify where your public shares will be
traded.  Similarly, your underwriting, corporate governance, and risk factor disclosures
will need to be revised to reflect that you would not be immediately subject to Nasdaq
listing rules.
            You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Craig Wilson,
Office Advisor, at (202) 551-3226 if you have questions regarding comments on the financial
statements and related matters.  Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or
Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani, Esq.

United States securities and exchange commission logo
August 4, 2020
Dharmesh Pandya
Chief Executive Officer
Lytus Technologies Holdings PTV. Ltd.
A-21, 1st Floor, Ghanshyam Industrial Estate
Off Veera Desai Road, Andheri West
Mumbai, India 400053
Re:Lytus Technologies Holdings PTV. Ltd.
Draft Registration Statement on Form F-1
Submitted July 8, 2020
CIK No. 0001816319
Dear Mr. Pandya:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.It appears that your CEO Mr. Dharmesh Pandya will beneficially own 76.42% or more of
your shares on a post-effective basis.  Please revise your prospectus cover page to disclose
this concentration of ownership by your CEO and clarify whether you will avail yourself
of the Nasdaq controlled company exemption for the exchange’s corporate governance
rules.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 August 4, 2020 Page 2
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
August 4, 2020
Page 2
Prospectus Summary, page 1
2.Please provide a description of the respective businesses that are operated by Lytus
Technologies Private Limited ("Lytus India") and DDC CATV Network Private Limited
("DDC"), including the current products and services offered by each entity.  In addition,
please provide a more detailed description of Reachnet Cable Services Pvt. Ltd.
("Reachnet") and its overall business and its current business as it relates to streaming, as
an internet service provider, and/or cable TV and internet.  It is unclear what services
Reachnet provides, whether it only provides over-the-top streaming or if it owns and
operates the fiber and/or cable network through which it provides its services.
3.Please describe what you mean by your “platform” and how it differs from the services
provided to Reachnet’s customers by Reachnet.  You indicate that Reachnet still provides
internet and entertainment services to the 1.8 million customers you acquired.
4.You indicate that you have 8 million users of your platform based on an industry report
that there are 4.6 users per household of home subscribers, and then multiplying that
number by 1.8 million subscribers acquired from Reachnet.  Please clarify whether you
have any independent basis to confirm that this estimate is accurate, such as monitoring
activity, creating user accounts based on individuals, or any other data analytics you
obtain through your platform.  Further, please clarify whether your user base consists
solely of the Reachnet subscribers you purchased or if the Lytus India or DDC businesses
independently generate users or subscribers.
5.Please clarify whether Lytus India and DDC products and services are currently
operational and generating revenue.  It is unclear whether these entities are still in the
development stage and how they are integrated with the entertainment streaming and
internet services provided by Reachnet.  In your business section, please provide details of
your operations of these non-Reachnet provided services to the 1.8 million customers you
acquired.
6.Please provide a brief description of the merger or acquisition agreements to acquire Lytus
India, DDC, and the Reachnet customers, and clarify any related party or affiliations with
such entities.  We note, for example, that Lytus India was acquired from Nimish Pandya
according to page F-31 and it is unclear if this person is related to your CEO Mr.
Dharmesh Pandya.  As part of the description of the merger and acquisition agreements,
please include when each acquisition closed, the consideration paid and any future rights
or obligations, such as the option to acquire the remaining 49% of the DDC.  Further,
please advise us whether the merger agreements with Lytus India and DDC should be
filed as material agreements under Items 601(b)(2) or (b)(10) of Regulation S-K.  Lastly,
ensure that all material agreements related to the Reachnet customer acquisition are filed
as exhibits, including the supplemental Agreement dated December 6, 2019 and the
agreement to provide corresponding revenues from April 1, 2019.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 August 4, 2020 Page 3
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
August 4, 2020
Page 3
Use of Proceeds, page 28
7.Quantify the amount of proceeds to be used for each purpose.
Capitalization, page 31
8.Expand your table to show amounts and adjustments presented from historical to pro
forma to adjusted pro forma.  Refer to Rule 11-02(a)(4) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors For Our Performance , page 34
9.Expand your disclosure to explain how you calculate Net Surplus Rate.  Disclose the Net
Surplus Rate as well as the Number of Subscribers as of the end of the period provided.
Critical Accounting Policies
Off-balance Sheet Arrangements, page 35
10.Expand your disclosure to define FVTPL and FVOCI that are presented in footnote 4 on
page 36 as well as on page F-19.  Further, provide a reference to the additional disclosures
on page F-14.
Other Income/Application of IFRS 15, page 37
11.Clarify your disclosure to explain what you mean by the "intervening period ended March
31, 2020."
12.Expand upon the statement in footnote 5 to further explain and clarify what you mean by
"all non-streaming services offered by the Group will not be on a cost sharing basis with
Reachnet and will be dealt with directly by the Group."   In this regard, explain by revised
disclosure the nature and terms of any cost sharing arrangements with Reachnet.
Going Concern, Liquidity and Capital Resources
Large Payment Obligation by the Company, page 38
13.You disclose that the COVID-19 lockdown in India has delayed the settlement of
approximately $15 million accounts receivable from Reachnet.  Please describe these
restrictions and how they have caused this delay.  In addition, you indicate that COVID-
19 restrictions have disrupted the company's normal operations and prevented you from
paying the first installment under the Customer Acquisition Agreement with Reachnet.
Please revise your discussion of the impact of the COVID-19 pandemic to discuss the
specific, known impacts on your business operations, results of operations and liquidity
and capital resources.  Also, discuss any known tends that are reasonably likely to have a
material impact on your operating results and liquidity and capital resources in
future periods.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 August 4, 2020 Page 4
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
August 4, 2020
Page 4
14.Please clarify if there are any contractual consequences for not making the July 31, 2020
payment.
Intangible Assets and Goodwill , page 39
15.Expand your disclosure to explain how you determined the value of the 1.84 million
household connections for a consideration of $59,216,654.
Our Business, page 42
16.On page 18, you reference third-parties upon which you rely for computer systems,
service providers, and local cable operators.  On page 45, you disclose that you have
entered into partnerships with Global Health Care Systems for telemedicine platform and
with Dick Cook Studios for developing entertainment and education online content.
Please provide a brief description of your arrangements with such providers for your
infrastructure and access to the cable or fiber infrastructure to which you are able to
deliver your services.  Similarly, describe the material terms of your partnership with
Global Health Care Systems and Dick Cook Studio.  To the extent you are substantially
dependent on these agreements, please file them as exhibits pursuant to Item 601(b)(10) of
Regulation S-K.
17.Please provide demographic information on the 1.8 million subscribers that were
purchased from Reachnet.  For example, disclose if they are concentrated in a geographic
location.  Further, clarify whether these subscribers represents substantially all or a subset
of Reachnet’s subscribers.
18.Please expand your Government Regulation discussion on page 49 and in your risk
factors.  We note that you are operating in the entertainment, telecommunications, and
health delivery industries.  Further, you plan on expanding your business to the United
States.  These industries operate in highly structured regulatory environments in the
United States, particularly as to the licensure of medical professionals.  Your regulatory
disclosure should briefly discuss all material telecommunications and health laws that are
relevant to your business in both India and markets you seek to enter in the next 12
months.
Our Business
Corporate History, page 42
19.Provide us with your analysis and basis in the accounting literature that led you to
determine the historical operations of Lytus India is or is not considered the predecessor to
the registrant.  Refer to Rule 405 of Regulation C and Articles 3 and 10 of Regulation S-
X.
20.Provide us with your analysis related to the significance of the acquisitions of Lytus India
and DDC.  Refer to Rule 3-05(b)(2) of Regulation S-X and Article 11 of Regulation S-X.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 August 4, 2020 Page 5
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
August 4, 2020
Page 5
Management, page 50
21.Please provide more details of the principal business activities of your management.  In
particular, please disclose current business activities that they perform and board
memberships outside of their duties for Lytus Technologies Holdings PTV. Ltd. ("Lytus
Group").  In this regard, you indicate on page 11 that your management will only devote
their attention to the Company on a part-time basis.  Further, please provide the names of
employers and dates of recent employment for each member of management.
22.Please clarify whether any of your management was affiliated with Lytus India, DDC or
Reachnet prior to March 2020 or your creation as a holding company.  If not, please
clarify if any of the former management of Lytus India, DDC or Reachnet is currently
employed by you and play a prominent role as either senior or key members of
management.
23.Please disclose the term for your directors and clarify whether you will have annual
meetings and/or annual elections of directors.  We note the disclosure on page 57 does not
explicitly clarify whether there will be annual meetings or director elections.
24.On pages 4 and 25, you indicate that you are eligible for the home country practices
exemption for certain Nasdaq corporate governance rules and that you may avail yourself
of this exemption.  Since it appears that you will also be eligible for the controlled
company exemption and the transition rules for newly listed companies, please clarify
whether you will be compliant with the Nasdaq’s general corporate governance rules for
domestic issuers upon the close of the IPO or if you will avail yourself of one or more of
these exemptions.  To the extent you will use one of these exemptions, please clarify the
Nasdaq corporate governance rules that you will seek an exemption for and will not
comply with at the close of your IPO.  For example, describe the differences between
Nasdaq corporate governance rules and the home country alternatives that you may use
instead.
Principal Shareholders, page 56
25.The Lytus Trust is a principal shareholder that currently beneficially owns 5.88% of your
total shares outstanding and your CEO, Mr. Dharmesh Pandya, has the power to vote and
dispose of your shares owned by the trust.  Please confirm you have included the shares
beneficially owned by the Lytus Trust in Mr. Pandya’s beneficial ownership amounts.
Provide footnote disclosure to Mr. Pandya's beneficial ownership to indicate that his
beneficial ownership amounts include these shares.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 August 4, 2020 Page 6
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
August 4, 2020
Page 6
Description of Share Capital, page 57
26.On page 1, you refer to your plan to issue 31,970,000 additional shares prior to the close
of the IPO, so existing shareholders will own 32 million shares pending “the process of
completing certain procedures of issuing such common shares in the British Virgin
Islands.”  Please clarify what procedures need to be completed and whether you intend to
perform a pro-rata forward stock split.
Common Shares Eligible For Future Sale, page 64
27.You disclose that Aegis may release securities subject to the lock-up agreement “at any
time without notice.”  Please clarify whether you would be subject to the notice
requirements for lock-agreement waivers by the Nasdaq or if you would be exempt.
Financial Statements
Consolidated Statement of Financial Position, page F-3
28.Expand the description of your line item, Intangible assets, net, to include Goodwill.  In
this regard, we note your line item references Note 10, which is titled "Intangible Assets
and Goodwill."
Consolidated Statement of Cash Flows, page F-6
29.Tell us why you did not include the cash payments to acquire Lytus India and DDC within
Cash Flows from Investing Activities.  Refer to IAS 7.16(c).
30.Your disclosure in Note 11 on page F-24 indicates a loan from directors.  However, it
does not appear that you show loan proceeds as a cash flow from financing activities in
your statement of cash flows.  Tell us how these proceeds were presented in the statement
and why you did not consider the loan a related party transaction with resulting related
party disclosures and presentation in the financial statements.  Refer to IAS 7.17(c) and
IAS 24.
Notes to Consolidated Financial Statements , page F-7
31.We note you are incorporated in the British Virgin Islands and your operating subsidiaries
are in India.  Please provide disclosure to describe the nature and amount of any
significant restrictions on the ability of your subsidiaries to transfer funds to the parent
through intercompany loans, advances or cash dividends.
Note 1 - Nature of Operations and Summary of Significant Accounting and Reporting Policies
Depreciation methods, estimated useful lives and residual value, page F-17
32.Revise to provide the disclosures required by IAS 16, paragraph 73.

 FirstName LastNameDharmesh Pandya
 Comapany NameLytus Technologies Holdings PTV. Ltd.
 August 4, 2020 Page 7
 FirstName LastName
Dharmesh Pandya
Lytus Technologies Holdings PTV. Ltd.
August 4, 2020
Page 7
Intangible Assets, page F-18
33.Please revise to provide the disclosures required by IAS 38, paragraph 118.
Note 3 - Other Income - Income on Acquisition of Customer-Contracts, page F-20
34.Provide us with the guidance you cited to recognize the approximately US$15 million net
surplus as "Other income" on the statement of profit and loss.
Note 7 - Other Receivables , page F-22
35.Provide us with your basis to record a net receivable from Reachnet.
Agreement with the Reachnet Cable Services Private Limited , page F-32
36.Your