6-K - LYTHF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February 2025

Commission File Number 001-41418

Lytus Technologies Holdings PTV. Ltd.

(Translation of registrant’s name into English)

Unit 1214, ONE BKC, G Block

Bandra Kurla Complex

Bandra East

Mumbai, India 400 051

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Explanatory Note:

The Registrant is furnishing this Report on Form 6-K to provide its unaudited interim financial statements for the six months ended September 30, 2024.

Exhibit No.	Description of Exhibit
23.1	Consent of Shah Teelani & Associates
99.1	Unaudited Consolidated Condensed Interim Financial Statements for the six months ended September 30, 2024
99.2	Management Discussion and Analysis for the six months ended September 30, 2024 and 2023
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 28, 2025

Lytus Technologies Holdings PTV. Ltd.
By:	/s/ Dharmesh Pandya
	Name:	Dharmesh Pandya
	Title:	Chief Executive Officer

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Lytus Technologies Holdings PTV. Ltd.

We consent to the inclusion of our following reports dated February 28, 2025, relating to financial statements of Lytus Technologies Holding Ptv. Ltd. (the “Company”) of Independent Registered Public Accounting Firm in this Form 6-K of Lytus Technologies Holding Ptv. Ltd. (the “Company”), issued for the six month period ended on September 30, 2024 and the references to our firm in this regard in Form 6-K so being filed by the company.

For, Shah Teelani & Associates (7161)

/s/ Shah Teelani & Associates

We have served as the Company’s Auditor

Place : Ahmedabad, India

Date : February 28, 2025

Exhibit 99.1

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.INDEX TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Condensed Statement of Financial Position	F-3
Consolidated Condensed Statement of Profit or Loss and Other Comprehensive Income	F-4
Consolidated Condensed Statement of Changes in Equity	F-5
Consolidated Condensed Statement of Cash Flows	F-6
Notes to Consolidated Condensed Interim Financial Statements (unaudited)	F-7

F-1

Report of Independent Registered Public AccountingFirm

To the shareholders and the board of directors of Lytus Technologies Holdings PTV. Ltd.

Results of Review of Interim Financial Statements

We have reviewed the accompanying interim consolidated financial statements of Lytus Technologies Holdings PTV. Ltd. (the "Company") which comprise the statement of financial position as of September 30, 2024, related statements of income and cash flows of the Company and its subsidiaries as of September 30, 2024, for the six-month periods and the related schedules (collectively referred to as the "Interim Financial Statements"). Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for it to be in conformity with International Financial Reporting Standards (IFRS) and auditing standards issued by the PCAOB standards of the United States.

Basis for Review Results

These interim financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB").

A review of interim financial information consists principally of applying reasonable analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over Interim Financial Reporting, accordingly, we do not express such an opinion on the company internal control over financial reporting.

For, Shah Teelani & Associates (7161)

/s/ Shah Teelani & Associates

We have served as the Company’s Auditor

Place : Ahmedabad, India

Date : February 28, 2025

F-2

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

		As of September 30, 2024 (Unaudited)	As of March 31, 2024
		(US)	(US)
ASSETS
Current assets
Cash and cash equivalents	8
Other financial assets	7
Trade receivables	6
Other current assets	9
Total current assets
Non-current assets
Property and equipment, net	10
Capital work-in-process
Intangible assets and goodwill, net	11
Intangible assets under development
Other non-current financial assets
Other non-current assets
Deferred tax assets	5
Total non-current assets
Total assets
LIABILITIES AND EQUITY
Current Liabilities
Borrowings	12
Trade payables	13
Other financial liabilities	14
Employee benefits obligation
Other current liabilities	15
Current tax liability	5
Total current liabilities
Non-current liabilities
Financial Liabilities
Borrowings
Other financial liabilities
Employee benefits obligations
Deferred tax liability
Total non-current liabilities
Total liabilities
Commitments and contingencies
EQUITY
Equity share capital	16
Other equity	16
Equity attributable to equity holders of the Company
Non-controlling interest
Total equity
Total liabilities and equity

All values are in US Dollars.

The accompanying notes are an integral part of the financial statements

F-3

LYTUS TECHNOLOGIES HOLDINGS PTV LTD.CONSOLIDATED CONDENSED INTERIM statement of PROFIT OR LOSS ANDOTHER COMPREHENSIVE INCOME(Unaudited)

	Note No.		For the<br> 6 month <br>ended September 30,<br> 2024 (Unaudited)	For the <br>6 month <br>ended <br>September 30,<br> 2023 (Unaudited)
			(US)	(US)
Revenues:
Revenue from contract with customers		3
Other income		3A
Total income
Expenses:
Cost of revenue		4
Amortization of intangible assets		11
Depreciation		10
Legal and professional expense		4
Staffing expense		4
Other operating expenses		4
Total expenses
Finance Income
Finance cost
(Loss)/Income before income tax					)
Income tax expense		5			)
Net loss after tax available to common shareholders	****	****			)
Attributable to:
Controlling interest	****	****			)
Non-controlling interest
Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss
Defined benefit obligation					)
Items that may be reclassified subsequently to income
Foreign currency translation reserves of subsidiaries, net of tax
Total other comprehensive (loss)/income for the period	****	****			****
Total comprehensive income for the year					)
Attributable to:
Controlling interest	****	****			)
Non-controlling interest	****	****			****
Basic income per share of common share					)
Basic weighted average number of shares outstanding
Diluted income per share of common share					)
Diluted weighted average number of shares outstanding

All values are in US Dollars.

The accompanying notes are an integral part of the financial statements

F-4

LYTUS TECHNOLOGIES HOLDINGS PTV LTD.CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY(Unaudited)


Balance at March 31, 2023	626,276	375,766	(124,991	)	(4,518,954	)	12,474,944	(714	)		2,538,478		10,744,529
Issue of shares	68,202	40,922					1,365,244						1,406,166
Share warrants exercised
Cost of IPO
Profit/(Loss) for the period					(1,381,948	)					100,008		(1,281,940	)
Acquired in the business combination (refer to Note 20)
Other comprehensive income for the period			(9,648	)				(246	)		113,729		103,835
Closing balance as at September 30, 2023	694,477	416,688	(134,639	)	(5,900,902	)	13,840,188	(960	)		2,752,215		10,972,590
Issue of Shares to ESOP Trust					(5,720,000	)				5,720,000			-
Issue of shares	466,394	122,308					2,971,554						3,093,862
Additional stock issued for employee incentive plan	666,652	-
Cost of IPO
Profit/(Loss) for the year					1,669,617						265,497		1,935,114
Acquired in the business combination (refer to Note 20)
Other comprehensive income for the year			(19,517	)				(243	)		(2,681	)	(22,441	)
Closing balance as at 31 March, 2024	1,827,523	538,996	(154,156	)	(9,951,285	)	16,811,742	(1,203	)	5,720,000	3,015,031		15,979,125
Conversion of Promissory Note into Equity (Subsequent Event)	2,854,600	28,546					2,268,954						2,297,500
Issue of shares	535,714
Profit / (Loss) for the period					586,309						62,663		648,972
Other comprehensive income for the period			(8,209	)				45			15,082		6,919
Closing balance as at September 30, 2024	5,217,838	567,542	(162,365	)	(9,364,976	)	19,080,696	(1,158	)	5,720,000	3,092,776		18,932,516

The accompanying notes are an integral part of the financial statements

F-5

LYTUS TECHNOLOGIES HOLDINGS PTV LTD.CONSOLIDATED CONDENSED INTERIM statement of CASH FLOWS(Unaudited)

	For the 6 months period ended September 30, 2024		For the 6 months period ended September 30, 2023
	(US)		(US)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income after tax available to common shareholders				)
Adjustment to reconcile net income to net cash used in operating activities:
Deferred Tax expenses				)
Current Tax expenses
Depreciation and Amortization of intangible assets
Fair value gain on share warrant liability				)
Expected credit loss on trade receivables
Loss on deconsolidation of subsidiaries
Remeasurement of the net defined benefit plans
Write off
Write back		)		)
Salary/legal and professional fees (Shares issue to Directors and others)
Loss on deconsolidation of Lytus Inc
Finance costs
Notional Rent on Security Deposit
Profit on Termination of Lease		)
Finance income - interest other		)
Change in operating assets and liabilities:
Trade receivable		)		)
Other financial assets		)
Other assets		)		)
Trade payable
Other financial liabilities				)
Other current liabilities		)
Tax (paid)/refund(net)		)		)
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		)		)
Investment in shares of subsidiary - Sri Sai – net
Goodwill purchased on business combination
Network acquisition advance		)		)
Interest received
Net cash used in investing activities		)		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short term borrowings -net
Proceeds from short term borrowings - Preferred Convertible Security - Net
Proceeds from short term borrowings- Related party		)
Repayment of short term borrowings - Promissory notes net
Proceeds from issue of equity shares - Referred note below
Proceeds/(Repayment) from financial institutions(net)		)		)
Proceeds /(Repayment) of short term borrowings from Banks		)
Interest, commission, and other charges paid		)		)
Net cash provided by (used in) financing activities
Net increase / (decrease) in cash and cash equivalents				)
CASH AND CASH EQUIVALENTS – beginning of period
Effects of exchange rate changes on cash and cash equivalents		)		)
Deconsolidation of Lytus Inc Cash balance
CASH AND CASH EQUIVALENTS – end of period		****		****

All values are in US Dollars.

Supplemental non-cash disclosures: During the six months period ended September 30, 2023, Walleye has exercised its share warrants to the extent of 3,650,000 shares (60,834 shares post reverse split) and shares issued to the services provider and the directors to the extent of 442,105 (7,369 shares post reverse split). (Refer to Note 22). Investments in Lytus Inc. by Lytus BVI and Lytus Inc. to Lytus India $65,000.

The accompanying notes are an integral part of the financial statements

F-6

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS ANDSUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Corporate information

Lytus Technologies Holdings PTV. Ltd. (Reg. No. 2033207) (“Lytus Tech” or the “Company”) was incorporated on March 16, 2020 (date of inception) under the laws of the British Virgin Islands (BVI). On March 19, 2020, Lytus Tech acquired a wholly owned subsidiary in India, Lytus Technologies Private Limited (CIN U22100MH2008PTC182085) (“Lytus India”). On April 1, 2022, it acquired a majority shareholding (51%) in an Indian company, Sri Sai cable and Broadband Private Limited (CIN U74999TG2018PTC124509) (“Sri Sai” or “SSC”) and on January 1, 2023, it acquired a wholly owned subsidiary in United States, Lytus Technologies Inc. However, it has been deconsolidated effective April 1, 2023, and on October 30, 2020, it acquired 75% of voting equity interests of Global Health Sciences, Inc. (“GHSI”). However, it has been deconsolidated effective March 1, 2023.

The Company’s registered office is at Business Center 1, M Floor, The Meydan Hotel, Nad Al Sheba, Dubai, UAE. The Consolidated Condensed Interim Financial Statements comprise financial statements of the Company and its subsidiaries (together referred to as “the Group”).

On June 17, 2022, the Company consummated its initial public offering (“IPO”) on NASDAQ Capital Markets. The Company has listed common shares on the NASDAQ Capital Market under the trading symbol “LYT”.

Statement of compliance

The unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting. The accompanying balance sheet and related notes to accounts as of September 30, 2024, are derived from audited financial statements of March 31, 2024, but these unaudited condensed consolidated interim financial statements do not include all of the financial information and footnotes required by IFRS for complete financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements, wherever applicable.

Basis of preparation

These unaudited condensed consolidated interim financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortized cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Group’s normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realization in cash and cash equivalents of the consideration for such services rendered, the Group has considered an operating cycle of 12 months.

The statement of cash flows has been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. The Group considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents.

The functional and reporting currency of the Company and Group is “INR” and “USD”, respectively and all amounts, are rounded with two decimals, unless otherwise stated. The consolidated financial statements have been prepared under the historical cost convention.

The material accounting policy information used in preparation of the unaudited condensed consolidated interim financial statements have been discussed in the respective notes

F-7

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS ANDSUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

Basis of Consolidation

The Company consolidates all entities which are controlled by it. The subsidiaries considered in the preparation of these consolidated financial statements are:

	% Shareholding and Voting Power

| Lytus Technologies Private Limited | India | | 100 | % | | 100 | % |

| Sri Sai Cable and Broadband Private Limited | India | | 51 | % | | — | |

| Lytus Technologies Inc. (Deconsolidated on April 1, 2023) (refer to No 21 (a)) | United States | | — | | | 100 | % |

Note: On June 18, 2022, Share Transfer Agreement was entered into in respect of the shares of Lytus Health. On February 27, 2023, the Board has approved the pending fiscal integration and control of Lytus Health with effect from January 1, 2023 and as of March 31, 2023, the Company owns 100% of the equity interest of Lytus Health. On January 1, 2023, the Company acquired 1,000 common shares of Lytus Health for an aggregate price of $1,000 ($1 per share). As of March 31, 2023, the Company owns 100% of the outstanding equity of Lytus Health. Lytus Health is incorporated in Delaware and has no operations at present; however, it has been deconsolidated effective April 1, 2023.

These Consolidated Condensed Interim Financial Statements are prepared in accordance with IFRS 10 “Consolidated Financial Statements”.

Subsidiaries are entities controlled by the Company. Control is achieved where the Company has existing rights that give it the current ability to direct the relevant activities that affect the Company’s returns and exposure or rights to variable returns from the entity. Subsidiaries are consolidated from the date of their acquisition, being the date on which the group obtains control, and continue to be consolidated until the date that such control ceases.

The consolidated financial statements of the Company and its subsidiaries are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses. Intra-group balances and transactions and any unrealized profits or losses arising from intra group transaction, are eliminated. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

Non-controlling interests (NCI) in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Non-controlling interests consist of the amount of those interests at the date of the acquisition and the non-controlling shareholders’ share of changes in equity since the date of the acquisition.

F-8

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS ANDSUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

Critical accounting estimates

The preparation of the consolidated condensed interim financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 2.

New, revised or amended Accounting Standardsand Interpretations adopted for the six months ended September 30, 2024, are same as adopted for the year ended March 31,2024.

New, revised or amended Accounting Standardsand Interpretations not yet Adopted

The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective.

●	Amendments to IFRS 16 Lease Liability in a sale and Leaseback -*
●	Amendments to IAS 1 Non-current Liabilities with Covenants -*
---	---
●	Amendments to IAS 1 Classification of Liabilities - *
---	---
●	Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements -*
---	---
●	Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates -**
---	---
*	Effective for annual periods beginning on or after January 1, 2024.
---	---
**	Effective for annual periods beginning on or after January 1, 2025.
---	---

F-9

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS ANDSUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

IFRS 16 – Lease Liability in a Sale andLeaseback

In September 2022, the IASB issued ‘Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)’ with amendments that clarify how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale. The Group does not expect this amendment to have any significant impact in its financial statements.

IAS 1 — Non-current Liabilitieswith Covenants

In October 2022, IASB issued ‘Non-current Liabilities with Covenants (Amendments to IAS 1)’ to clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The Group does not expect the amendments to have any significant impact on its classification of non-current liabilities in its statement of financial position.

IAS 1 – Classification of Liabilities

In January 2020, IASB issued the final amendments in Classification of Liabilities as Current or Non-Current, which affect only the presentation of liabilities in the statement of financial position. They clarify that classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the “right” to defer settlement by at least twelve months. The classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability. They make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The Group does not expect the amendments to have any significant impact on its presentation of liabilities in its statement of financial position.

IAS 1 — Disclosure of AccountingPolicies

In February 2021, IASB issued ‘Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)’ which is intended to help entities in deciding which accounting policies to disclose in their financial statements. The amendments to IAS 1 require entities to disclose their material accounting policies rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures. The Group does not expect this amendment to have any significant impact in its financial statements.

IAS 8 — Definition of AccountingEstimates

In February 2021, IASB issued ‘Definition of Accounting Estimates (Amendments to IAS 8)’ to help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Group does not expect this amendment to have any significant impact in its financial statements.

IAS 12 — Income Taxes

In May 2021, IASB issued ‘Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12), which clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Group does not expect this amendment to have any significant impact in its financial statements.

F-10

LYTUS TECHNOLOGIES HOLDINGSPTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS ANDSUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

The IASB has issued the amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. The effective date of the amendments has yet to be set by the Board. The Group does not expect the amendment to have any impact on its consolidated financial statements.

Amendments to IAS 16 for the proceeds before intended use. The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before that asset is available for use. The amendments are effective for annual periods beginning on or after 1 January 2022. The Group does not expect the amendment to have any impact on its consolidated financial statements.

Amendments to IAS 37 for cost of fulfilling a contract. The amendments specify that the cost of fulfilling a contract comprises the costs that relate directly to the contract. The amendments are effective for annual periods beginning on or after 1 January 2022. The Group does not expect the amendment to have any impact on its consolidated financial statements.

IAS 7 and IFRS 7 – Supplier Finance Arrangements

In May 2023, the IASB issued ‘Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)’ which require an entity to provide additional disclosures about supplier finance arrangements. Solely credit enhancements for the entity or instruments used by the entity to settle their dues, are not supplier finance arrangements. Entity will have to disclose information that enables users of financial statements to assess how these arrangements affect its liabilities and cash flows and to understand their effect on an its exposure to liquidity risk and how it might be affected if the arrangements were no longer available to it. The Group does not expect the amendments to have any significant impact on its presentation of liabilities.

IAS 21 – The Effects of Changes in ForeignExchange Rates

In August 2023, the IASB issued ‘Lack of Exchangeability (Amendments to IAS 21)’ to provide guidance to specify which exchange rate to use when the currency is not exchangeable. An entity must estimate the spot exchange rate as the rate that would have applied to an orderly transaction between market participants at the measurement date and that would faithfully reflect the economic conditions prevailing. The Group does not expect this amendment to have any significant impact in its financial statements.

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

F-11

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS ANDSUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

An asset is classified as current when: it is either expected to be realized or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realized within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

Basis of Deconsolidation

When events or transactions results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognized. Amounts previously recognized in the consolidated statements of comprehensive income within “other comprehensive income” in respect of that entity are also reclassified to the consolidated statements of comprehensive income or transferred directly to retained earnings if required by a specific Standard.

Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognized in the consolidated statements of comprehensive income.

Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of India (INR) which is the primary economic environment in which the Company operates (‘the functional currency’). The financial statements are presented in United States dollars.

Transactions and balances

Foreign currency transactions are translated into the presentation currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other gains/(losses).

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as of fair value through other comprehensive income are recognized in other comprehensive income.

F-12

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS ANDSUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

Financial Instruments

Financial Assets

Classification

The Group classifies its financial assets in the following measurement categories:

●	those to be measured subsequently at fair value (either through OCI or through profit or loss), and
●	those to be measured at amortized cost.
---	---

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Debt instruments

Subsequent measurement of debt instruments depends on the Group business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.

FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss.

F-13

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATUREOF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within other gains/(losses) in the period in which it arises.

Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Group management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when the Group right to receive payments is established.

Changes in the fair value of financial assets at FVPL are recognized in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

Impairment

The Group assesses on a forward-looking basis the expected credit loss associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables only, the Company measures the expected credit loss associated with its trade receivables based on historical trend, industry practices and the business environment in which the entity operates or any other appropriate basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

Financial Liabilities

Initial Recognition and Measurement

All financial liabilities are recognized initially at fair value and in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group financial liabilities include trade and other payables, loans, and borrowings including bank overdrafts and derivative financial instruments.

Subsequent measurement

Financial liabilities at amortized cost:

After initial measurement, such financial liabilities are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance costs in the Statement of Profit and Loss.

Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in the Statement of Profit and Loss over the period of the borrowings using the EIR method.

Trade and Other Payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the period which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

F-14

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONSAND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

Financial Guarantee Obligations

The fair value of financial guarantees is determined as the present value of the difference in net cash flows between the contractual payments under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations. Where guarantees in relation to loans or other payables of subsidiaries, joint ventures or associates are provided for no compensation, the fair values as of the date of transition are accounted for as contributions and recognized as part of the cost of the equity investment.

Share Warrant Liability

The share warrants can be accounted as either equity instruments, derivative liabilities, or liabilities in accordance with IAS 32 — Financial Instruments: Disclosure and Presentation, depending on the specific terms of the warrant agreement. Share warrants are accounted for as a derivative in accordance with IFRS 9 — Financial Instruments if the share warrants contain terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Share Warrant instruments that could potentially require “net cash settlement” in the absence of express language precluding such settlement are initially classified as financial liabilities at their fair values, regardless of the likelihood that such instruments will ever be settled in cash. The Company will continue to classify the fair value of the warrants that contain “net cash settlement” as a liability until the share warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability.

The outstanding warrants are recognized as a warrant liability on the balance sheet and measured at their inceptions date fair value and subsequently re-measured at each reporting period with change being recognised in the consolidated statements of profit or loss and other comprehensive income.

Derecognition

Financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of financial position but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

Financial Liability

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

Income tax

The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognized for prior periods, where applicable.

Deferred tax assets and liabilities are recognized for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

●	When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
●	When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled, and it is probable that the temporary difference will not reverse in the foreseeable future.
---	---

Deferred tax assets are recognized for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

F-15

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONSAND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

The carrying amount of recognized and unrecognized deferred tax assets are reviewed at each reporting date. Deferred tax assets recognized are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognized deferred tax assets are recognized to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

As of six months period ended September 30, 2024 and as of year ended March 31, 2024, the Group had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Group recognizes interest and penalties related to significant uncertain income tax positions in other expense. There were no such interest and penalties incurred for the six months period of September 30, 2024 and of September 30, 2023.

From April 1, 2020, the dividend distributed would now be taxable in the hands of the investors, the domestic companies shall not be liable to pay DDT.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Property and Equipment

Property and Equipment assets are carried at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the Statement of Profit or Loss during the reporting period in which they are incurred.

Capital work in progress (CWIP) includes cost of property and equipment under installation/under development, as of balance sheet date. All project related expenditures related to civil works, machinery under erection, construction and erection materials, preoperative expenditure incidental/attributable to the construction of projects, borrowing cost incurred prior to the date of commercial operations and trial run expenditure are shown under CWIP. Property and Equipment are derecognized from the financial statements, either on disposal or when retired from active use. Gains and losses on disposal or retirement of Property and Equipment are determined by comparing proceeds with carrying amount. These are recognized in the Statement of Profit or Loss.

Depreciation methods, estimated useful livesand residual value

Depreciation is calculated to write off the cost of items of property and equipment less their estimated residual values using the written down method over their estimated useful lives and is generally recognized in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

F-16

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONSAND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

The estimated useful lives of property and equipment for current and comparative periods are as follows:

Buildings	40 years
Property and equipment	3 – 15 years
Fixtures and fittings	5 – 10 years
Office equipment	5 – 10 years
Plant and Machinery	5 – 10 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

Subsequent expenditure

Subsequent expenditure relating to property, plant and equipment is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in the consolidated statements of profit or loss and other comprehensive income when incurred.

Disposal

On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in the consolidated statements of profit or loss and other comprehensive income.

Intangible Assets

Separately purchased intangible assets are initially measured at cost. Intangible assets acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any.

The useful lives of intangible assets are assessed as either finite or indefinite. Finite-life intangible assets are amortized on a written down basis over the period of their expected useful lives. Estimated useful lives by major class of finite-life intangible assets are as follow:

Customers acquisition	5 Years
Trademark/Copy rights	5 Years
Computer Software	5 Years
Commercial Rights	5 – 10 years

The amortization period and the amortization method for definite life intangible assets is reviewed annually.

For indefinite life intangible assets, the assessment of indefinite life is reviewed annually to determine whether it continues, if not, it is impaired or changed prospectively basis revised estimates.

F-17

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONSAND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

Intangible assets with finite lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired. When the recoverable amount of an intangible asset is less than its carrying amount, an impairment loss is recognized.

Goodwill on acquisitions of subsidiaries represents the excess of (i) the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired. Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost less accumulated impairment losses. These assets are not amortized but are tested for impairment annually.

Gains and losses on the disposal of subsidiaries include the carrying amount of goodwill relating to the entity sold.

IAS 38 requires an entity to recognize an intangible asset, whether purchased or self-created (at cost) if, and only if: [IAS 38.21]

a.	it is probable that the future economic benefits that are attributable to the asset will flow to the entity; and
b.	the cost of the asset can be measured reliably.
---	---

The probability of future economic benefits must be based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. [IAS 38.22] The probability recognition criterion is always considered to be satisfied for intangible assets that are acquired separately or in a business combination. [IAS 38.33]

Para 25 of IAS 38 provides that the price an entity pays to acquire separately an intangible asset will reflect expectations about the probability that the expected future economic benefits embodied in the asset will flow to the entity. In other words, the entity expects there to be an inflow of economic benefits, even if there is uncertainty about the timing or the amount of the inflow. Therefore, the probability recognition criteria in Para 21(a) is always considered to be satisfied for separately acquired intangible assets. Para 26 of IAS 38 provides that the costs of a separately acquired intangible asset can usually be measured reliably. This is particularly so when the purchase consideration is in the form of cash or other monetary assets.

Development costs mainly relate to developed computer software programs. Such computer software programs that do not form an integral part of other related hardware is treated as an intangible asset. Development costs that are directly associated with development and acquisition of computer software programs by the Group are capitalized as intangible assets when the following criteria are met:

●	it is technically feasible to complete the computer software program so that it will be available for use;
●	management intends to complete the computer software program and use or sell it;
---	---
●	there is an ability to use or sell the computer software program;
---	---
●	it can be demonstrated how the computer software program will generate probable future economic benefits;
---	---
●	adequate technical, financial and other resources to complete the development and to use or sell the computer software programme are available; and
---	---
●	the expenditure attributable to the computer software program during its development can be reliably measured.
---	---

Direct costs include salaries and benefits for employees on engineering and technical teams who are responsible for building new computer software programs.

Expenditure that enhances or extends the performance of computer software programs beyond their original specifications and which can be reliably measured is added to the original cost of the software. Costs associated with maintaining computer software programs are recognized as an expense when incurred.

Completed development costs in progress are reclassified to internally developed intangible assets. These internally developed intangible assets are subsequently carried at cost less accumulated amortization and accumulated impairment losses. These costs are amortized to the consolidated statements of profit or loss and other comprehensive income using a straight-line method over their estimated useful lives. Development cost in progress is not amortized.

F-18

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONSAND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

Revenue

Revenue is recognized based on the transfer of services to a customer for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is measured at the fair value of consideration received or receivable taking into account the amount of discounts, rebates, outgoing taxes on sales.

To determine whether to recognize revenue, the Group follows a 5-step process:

1.	Identifying the contract with a customer
2.	Identifying the performance obligations
---	---
3.	Determining the transaction price
---	---
4.	Allocating the transaction price to the performance obligations
---	---
5.	Recognizing revenue when/as performance obligation(s) are satisfied
---	---

Further information about each source of revenue from contracts with customers and the criteria for recognition follows.

Subscription revenues

Subscription income includes subscription from subscribers. Revenue is recognized upon completion of services based on underlying subscription plan or agreements with the subscribers. Invoice for subscription revenue is raised on a monthly basis. These services are consumed by the client and their members in accordance with the service programs selected by the client included in the client services agreements.

Client service agreements are renewed on an annual bass and can be terminated based upon terms specified in the agreements.

Carriage/Placement/Marketing Incentive revenues

Carriage/Placement/Marketing Incentive fees are recognized upon completion of services based on agreements with the broadcasters.

Advertising revenues

Advertisement income is recognized when relevant advertisements are telecasted.

Goods and Service Tax on all income

The Company collects Goods and Service Tax (GST) on behalf of the government and, therefore, it is not an economic benefit flowing to the Company. Hence, it is excluded from revenue.

Cost recognition

Costs and expenses are recognized when incurred and have been classified according to their primary functions in the following categories:

Cost of revenue

Cost of revenue consists primarily of cost of materials consumed, broadcaster/subscription fees and leaseline charges. Costs of revenue are recognized when incurred and have been classified according to their primary function.

Other operating expenses

Other operating expenses consist primarily of general and administrative expenses like electricity, software running expenses, repairs and maintenance, travelling expenses etc.

F-19

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONSAND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as finance cost.

Deferred Offering Costs

Deferred Offering Costs consists of legal, accounting, underwriter’s fees, and other costs incurred through the balance date that are directly related to the proposed Initial Public Offering (IPO) and that would be charged to stockholder equity upon completion of the proposed IPO. Should the proposed IPO prove unsuccessful, deferred costs and additional expenses to be incurred would be charged to operations. There are no deferring offering costs for the period ended September 30, 2024 and for the year ended March 31, 2024.

Issued Capital

Common shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Dividends

Dividend distributions to the Group’s shareholders are recognized as a liability in the financial statements in the period in which the dividends are approved.

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Lytus Tech, excluding any costs of servicing equity other than common shares, by the weighted average number of common shares outstanding during the financial year, adjusted for bonus elements in common shares issued during the financial year.

F-20

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONSAND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential common shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential common shares.

Trade and Other Receivable

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.

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.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the executive committee whose members are responsible for allocating resources and assessing performance of the operating segments.

Reclassification:

Previous year/period figures have been regrouped and reclassified to conform with the current year classification

NOTE 2 — CRITICAL ACCOUNTINGJUDGEMENTS, ASSESSMENTS, AND ASSUMPTIONS

Under IFRS 1, the Group is required to make estimates and assumptions in presentation and preparation of the financial statements for the six months ending September 30, 2024 and for the year ended March 31, 2024.

Key estimates considered in preparation of the financial statement that were not required under the previous GAAP are listed below:

Fair Valuation of financial instruments carried at Fair Value Through Profit or Loss (“FVTPL”) and/or Fair Value Through Other Comprehensive Income (“FVOCI”). See Note 1 on Financial Instruments on page F-11 – F-13 for additional discussion on FVTPL and FVOCI

Impairment of financial assets based on the expected credit loss model.

Determination of the discounted value for financial instruments carried at amortized cost.

Fair value estimation of share warrants.

Critical judgement over capitalisation of internally developed intangible assets and development cost in progress.

F-21

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 2 — CRITICAL ACCOUNTINGJUDGEMENTS, ASSESSMENTS, AND ASSUMPTIONS (cont.)

●	Impairment of property 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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount 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.

NOTE 3 — REVENUE FROM CONTRACTWITH CUSTOMERS

Revenue from contract with customers consist of the following for the six months ended September 30, 2024 and ended September 30, 2023:

Disaggregated revenue information	For the 6 months period ended September 30, 2024	For the 6 months period ended September 30, 2023
	(In )	(In )
Types services
Subscription Income
Carriage/Placement fees
Advertisement Income
Unbilled Revenue
Device activation fees
Total revenue from contract with customers
Timing of revenue recognition
Product transferred at point in time
Services transferred over time

All values are in US Dollars.

F-22

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 3 — REVENUE FROM CONTRACTWITH CUSTOMERS (cont.)

Contract balances:

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

	For the 6 months period ended September 30, 2024	For the 6 months period ended September 30, 2023
	(US)	(US)
Receivables, which are included in ‘trade receivables
Receivables, acquired in a business combination

All values are in US Dollars.

Performance obligations:

Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it transfers control over a good or service to a customer.

NOTE 3A — OTHER INCOME

Other income
Fair value gain on warrant liability	-	2,106
Miscellaneous Income	7	-
Sundry Balances written back	8,372	50,113
Profit on Termination of Lease	30,396	-
	38,775	52,219

NOTE 4 — EXPENSES

Expenses consist of the following:

	For the 6 months period ended September 30, 2024	For the 6 months period ended September 30,<br>2023
	(US)	(US)
Cost of revenue
Amortization of intangible assets (refer to Note 11)
Depreciation (refer to Note 10)
Legal and professional expenses
Staffing expense
Other operating expenses
Total expenses

All values are in US Dollars.

F-23

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 5 — INCOME TAX

Income taxes consist of the following:

	For the 6 months period ended September 30, 2024	For the 6 months period ended September 30, 2023
	(US)	(US)
Current tax expenses
Deferred tax expense			)
Income tax expense ****			)

All values are in US Dollars.

Deferred tax related to the translations of foreign operations consists of Lytus Technologies Private Limited a Wholly owned subsidiary from INR to USD have been calculated at the rate of the jurisdiction in which a subsidiary situated i.e. in India (at the rate 25.17% / 34.94% (based on available regime) as of September 30, 2024 and March 31, 2024).

Accounting for Income Taxes

British Virgin Islands

Under the current laws of BVI, Lytus Technology Holdings PTV. Ltd. is not subject to tax on income or capital gains. In addition, payments of dividends by the Company to their shareholders are not subject to withholding tax in the BVI.

India (subsidiaries in India)

Income tax expense represents the sum of the current tax and deferred tax.

The charge for current tax is based on the result for the period adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Current and deferred tax is recognized in the income statement unless the item to which the tax relates was recognized outside the income statement being other comprehensive income or equity. The tax associated with such an item is also recognized in other comprehensive income or equity respectively.

NOTE 6 — TRADE RECEIVABLES(CURRENT)

Trade receivables consist of the following:

	As of September 30, 2024	As of March 31, 2024
	(US)	(US)
Receivable from related parties
Receivable from others

Less: allowance for doubtful debts (expected credit loss)

All values are in US Dollars.

F-24

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 7 — OTHER NON-CURRENTFINANCIAL ASSETS

Other non-current financial assets consist of the following:

	As of September 30, 2024	As of March 31, 2024
	(US)	(US)
Non Current
Deposits
Total (A)
Current
Deposits
Advances for network acquisition
Loans and advances to related parties
Other loans and advances
Total (B)
Total (A) + (B)

All values are in US Dollars.

NOTE 8 — CASH AND CASH EQUIVALENTS

	As of September 30, 2024	As of March 31, 2024
	(US)	(US)
Cash and cash equivalents
Maintained locally
Maintained overseas, unrestricted in use
Cash and cash equivalents

All values are in US Dollars.

NOTE 9 — OTHER CURRENT ASSETS

	As of September 30, 2024	As of March 31, 2024
	(US)	(US)
Prepaid expenses
Balances with government authorities
Advance to suppliers
Advance to staff
TDS Receivables
Other receivables – Unbilled Revenue

All values are in US Dollars.

F-25

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 10 — PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Description
Gross carrying value
As at 31 March, 2023	486,531		32,006	9,676,353	11,802		41,996		796		31,056
Additions	27,323		-	1,533,385	4,647		560		-		42
Acquisition through business combination (refer to Note 20)
As at 30 September, 2023	513,854		32,006	11,209,738	16,449		42,556		796		31,098
Additions	-		-	201,901	132		(560	)	-		300
As at 31 March, 2024	513,854		32,006	11,411,639	16,581		41,996		796		31,398
Additions	723,650		-	804,171	(695	)	1,090		60,812		77
Derecognised on Disposals	(462,993	)	-	-	-		-		-		-	)
As at 30 September, 2024	774,511		32,006	12,215,810	15,886		43,086		61,608		31,475
Accumulated depreciation and impairment loss
As at 31 March, 2023	50,845		462	616,304	421		7,307		61		4,613
Charge for the year	54,377		226	384,507	702		2,629		223		3,183
As at 30 September, 2023	105,222		688	1,000,811	1,123		9,936		284		7,796
Charge for the year	54,621		224	402,641	785		2,538		(65	)	4,080
As at 31 March, 2024	159,843		912	1,403,452	1,908		12,474		219		11,876
Charge for the year	62,185		222	542,881	689		2,606		78		3,921
Derecognised on Disposals	(149,114	)	-	-	-		-		-		-	)
As at 30 September, 2024	72,912		1,134	1,946,331	2,596		15,081		297		15,797
Net block as at 31 March, 2023	435,686		31,544	9,060,049	11,381		34,689		735		26,443
Net block as at 30 Sept 2023	408,632		31,318	10,208,927	15,326		32,620		512		23,302
Net block as at 31 March, 2024	354,011		31,094	10,008,187	14,673		29,522		577		19,522
Net block as at 30 Sept 2024	701,598		30,872	10,269,477	13,289		28,006		61,310		15,678

All values are in US Dollars.

F-26

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 11 — INTANGIBLE ASSETS ANDGOODWILL

Intangible assets and Goodwill consist of the following:

Intangible assets

											(In (US))
Description	Goodwill			Commercial rights		Software		Total			Intangible asset under development
Gross carrying value
As at 31 March, 2023		736,946			339,277		216		1,076,439
Write off (refer to Note 19)									-			)
Exchange differences		(8,878	)						(8,878	)
Acquisition through business combination (refer to Note 20)
As at 30 Sept 2023		728,068			339,277		216		1,067,561
Additions		-			-		-		-
Derecognized on 'Disposals of a subsidiary (refer to Note 21 (b))		-			-		-		-
Write off (refer to Note 19)
Exchange differences		(1,353	)						(1,353	)
Acquisition through business combination (refer to Note 20)									-
As at 31 March, 2024		726,715			339,277		216		1,066,208
Additions		-			-		1,045		1,045
Derecognized on 'Disposals of a subsidiary (refer to Note 21 (b))
Write off									-
Exchange differences		(4,155	)						(4,155	)
As at 30 Sept 2024		722,560			339,277		1,261		1,063,098
Accumulated amortization
As at 31 March, 2023		-			16,157		54		16,211
Charge for the year		-			7,917		27		7,944
Write off (refer to Note 19)
As at 30 Sept 2023		-			24,074		81		24,155
Charge for the year		-			7,843		26		7,869
Write off (refer to Note 19)									-
As at 31 March, 2024		-			31,917		107		32,024
Charge for the year		-			7,760		24		7,785
As at 30 Sept 2024		-			39,677		131		39,809
Net block as at 31 March, 2023		736,946			323,120		162		1,060,228
Net block as at 30 Sept, 2023		728,068			315,203		135		1,043,406
Net block as at 31 March, 2024		726,715			307,360		109		1,034,184
Net block as at 30 Sept, 2024		722,560			299,600		1,129		1,023,289

All values are in US Dollars.

Notes:

The above intangible assets are other than internally generated.

F-27

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 12 — BORROWINGS

Borrowings consist of the following:

Borrowings

	As at September 30, 2024					As at March 31, 2024
	(In US)					(In US)
	Current	Non current		Total		Current	Non current		Total
Particulars
Vehicles Loans from Financial Institutions					6,800					10,044
Term Loan from Banks			641,436		868,116			769,795		997,778
Total secured borrowings			641,436		874,915			769,795		1,007,822
Unsecured
0% Senior Convertible Debt					-					-
Series A preferred convertible security (refer to Note 22)
Loan from the Related Parties					1,303					32,323
Loan from Directors					387,587					1,457,840
Cash Credit Facility
Total borrowings			641,436		1,263,806			769,795		2,497,985

All values are in US Dollars.

Loan from directors and relatives are interest free and is repayable on demand.

NOTE 13 — TRADE PAYABLES

Trade payables consist of the following:

	As of September 30, 2024	As of March 31, 2024
	(US)	(US)
Trade payables due to related parties
Employee related payables
Others

All values are in US Dollars.

F-28

LYTUS TECHNOLOGIES HOLDINGSPTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 14 — OTHER FINANCIAL LIABILITIES

Other financial liabilities consist of the following:

	As of September 30, 2024	As of March 31, 2024
	(US)	(US)
Other financial liabilities (Current)
Lease liabilities
Audit fee payable
Options payable

All values are in US Dollars.

NOTE 15 — OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	As of September 30, 2024	As of March 31, 2024
	(US)	(US)
Other current liabilities:
Advances from customers
Cheques receivables/Payable
Statutory liabilities
Others - capital creditors

All values are in US Dollars.

F-29

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 16 — EQUITY

Common shares:

The total number of shares of common shares issued:	For the 6 months ended September 30, 2024	As of March 31, 2024
	(US)	(US)
Common shares
Common shares after reverse splits (refer to Note 24)

All values are in US Dollars.

Movements in Common Shares:

		Amount
		(US)
Balance as of March 31, 2022	34,154,062
Shares issued	3,422,387
Balance as of March 31, 2023	37,576,449
Additional issue of shares	4,092,105
Balance as of September 30, 2023	41,668,554
Additional issue of shares	12,010,706
	53,679,260
Additional stock issued for employee incentive plan	40,000,000
Total issued common shares (Before reverse stock split)	93,679,260
Total issued common shares (After reverse stock split)	1,607,349
Additional issue of common shares, after reverse stock split	220,175
Balance as of March 31, 2024	1,827,524
Additional issue of shares	535,714
	2,363,238
Conversion of Promissory Note into Equity (Subsequent Event)	2,854,600
Balance as of September 30, 2024	5,217,838

All values are in US Dollars.

Movements in Common Shares(post reverse split):

		Amount
		(US)
Balance as of March 31, 2022	569,235
Shares issued	57,040
Balance as of March 31, 2023	626,275
Additional issue of shares	68,202
Balance as of September 30, 2023	694,477
Additional issue of common shares, after reverse stock split	220,175
	894,654
Additional stock issued for employee incentive plan	666,667
	1,561,321
Additional issue of common shares, after reverse stock split	220,175
Balance as of March 31, 2024	1,827,524
Additional issue of shares	535,714
	2,363,238
Conversion of Promissory Note into Equity (Subsequent Event)	2,854,600
Balance as of September 30, 2024	5,217,838

All values are in US Dollars.

Mr. Dharmesh Pandya, the then sole shareholder of the Company, has subscribed to these shares and held 55,008,829 (pre reverse split) common shares of the Company.

F-30

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 17 — EARNINGS PER SHARE

Earnings per share consist of the following:

	For the 6 months ended September 30, 2024	For the 6 months ended September 30, 2024
	(US)	(US)
Profit/(Loss) for the year available to common shareholders other than Minority Interest			)
Weighted average number of common shares
Par value
Earnings/(loss) per common share:
Basic earnings/(loss) per common share			)
Diluted earnings/(loss) per common share			)

All values are in US Dollars.

Share Warrants kept as reserves for exercised of warrants from the date of issue. Considered as potential equity shares Since this result would, in turn, produce larger earnings per shares, hence warrants are anti-dilutive and not considered.

NOTE18 — Securities Issuance and Conversion

On June 3, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Mast Hill Fund, L.P. (“Mast Hill”) and First Fire Global Opportunities Fund, LLC (“First Fire”) (collectively, the “Investors”). Pursuant to the Purchase Agreement, the Company issued senior secured promissory notes in the aggregate principal amount of $3,888,889, with an aggregate purchase price of $3,500,000, common share purchase warrants to purchase up to 830,957 shares of Common Stock at an initial exercise price of $3.51 per share, and 50,000 shares of Common Stock (the “Commitment Shares”). These instruments were issued in three tranches as detailed below.

Under the first tranche on June 3, 2024, the Company issued to Mast Hill and First Fire senior secured promissory notes in the principal amounts of $1,427,778.00 and $238,888.88, respectively. Additionally, the Company issued common share purchase warrants to purchase 305,080 and 51,045 shares of Common Stock, respectively, and 18,357 and 3,071 Commitment Shares, respectively.

Under the second tranche on July 8, 2024, the Company issued to Mast Hill and First Fire senior secured promissory notes in the principal amounts of $951,851.84 and $159,259.26, respectively. The Company also issued common share purchase warrants to purchase 203,387 and 34,029 shares of Common Stock, respectively, and 12,238 and 2,048 Commitment Shares, respectively.

Under the third tranche on December 20, 2024, the Company issued to Mast Hill and First Fire senior secured promissory notes in the principal amounts of $951,851.84 and $159,259.26, respectively. In connection with the issuance, the Company also issued common share purchase warrants to purchase 203,387 and 34,029 shares of Common Stock, respectively, and 12,238 and 2,048 Commitment Shares, respectively.

The closings of the sale of the sale of the Tranche Notes and related warrants are subject to certain closing conditions as set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, the Company entered into a registration rights agreement (the “RRA”) with the Investors to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute, and applicable state securities laws. The Company agreed to file with the Securities and Exchange Commission an initial Registration Statement covering the maximum number of Registrable Securities, plus the shares underlying the ELOC Warrant (as that term is defined below), within thirty (30) calendar days from the date of the RRA so as to permit the resale the Registrable Securities by the Investors. Pursuant to the Purchase Agreement, the Company entered into a security agreement (the “Security Agreement”) with the Investors pursuant to which the Company granted to the Investors a security interest in certain property of the Company to secure the prompt payment, performance and discharge in full of all the Company’s obligations under the Notes.

As of December 20, 2024, the first & the second tranche of 6% senior secondary promissory note issued to Mast Hill has been converted to common stock and the liability has been repaid in full. Furthermore, the warrants issued in connection with the Warrants has also lapsed post Repayment.

F-31

LYTUS TECHNOLOGIES HOLDINGSPTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE18 — SECURITIES ISSUANCE AND CONVERSION (cont.)

On August 31, 2023, the Company entered into a Securities Purchase Agreement (the “September 2023 Purchase Agreement”) with a certain accredited investor as purchaser, pursuant to which, the Company sold $454,130.00 in principal amount of the Company’s Series A Convertible Preferred Shares, par value $0.01 (the “Preferred Shares”), warrants to purchase the Company’s Preferred Shares (the “Preferred Warrants”) and warrants the (September 2023 Common Warrants”) to purchase the Company’s common shares, par value $0.01 (the “Common Shares). The Preferred Shares are convertible into Common Shares, at an initial conversion price per share of $0.40, subject to adjustment under certain circumstances described in the certificate of designations for the Preferred Shares. The holder of Preferred Shares has the option, at any time and for any amount of such Preferred Shares, to convert Preferred Shares at an alternative conversion price that is the lower of the conversion price in effect, or at a 85% discount to the then-volume weighted average price of our common shares, but in no event less than the conversion floor price of $0.0787 (such price, the “Preferred Alternate Conversion Price”). In light of the fact that the Preferred Alternate Conversion Price can be 85% of the then-market price of our VWAP, the Preferred Shares are considered “Future Priced Securities” under Nasdaq rules that relate to the continued listing qualification of companies. The September 2023 Common Warrants are exercisable for five years to purchase an aggregate of up to 3,182,250 Common Shares at an initial exercise price of $0.44, subject to adjustment under certain circumstances described in the September 2023 Common Warrants. The Preferred Warrants are exercisable for two years to purchase an aggregate of up to 8,235 Preferred Shares at an initial exercise price of $850.00, subject to adjustment under certain circumstances described in the Preferred Warrants. The Preferred Shares and September 2023 Common Warrants sold were not registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.

NOTE19 - Non-Adjusting Balances Included in the Current Period

During the six-month period ended 30 September 2024, the Company has recognized certain Balances amounting to $ 335,270 which relate to prior periods but were non-adjusting in nature under IFRS.

The impact of including these balances in the current period is as follows:

Particulars	US ()
Increase in Revenue
Increase in Depreciation
Decrease in Amortisation
Net Impact on the Profitability

All values are in US Dollars.

These balances did not require restatement of prior period financial statements as per applicable accounting standards.

The inclusion of these balances does not affect the comparative financial statements presented for the prior periods. The management believes that their inclusion in the current period provides a more accurate reflection of the Company’s financial position and to align with IFRS.

Management has assessed the impact of these balances and concluded that they do not result in a material misstatement. However, for transparency, these amounts have been separately disclosed in this note. The Company remains committed to ensuring compliance with IFRS while providing accurate, comparable, and transparent financial information to stakeholders.

Note 20 — SUBSEQUENTEVENTS

IAS 10 (Events After the Reporting Period) defines an adjusting event as an event that provides evidence of conditions that existed at the reporting date and requires adjustments to the financial statements.

Since the promissory notes included a contractual conversion right, and evidence existed at the reporting date that the Investors intended to convert them into common stock, this event qualifies as an adjusting event under IAS 10.

Accordingly, the financial statements have been adjusted to reflect:

●	The conversion of the first and second tranche promissory notes into equity.
●	The<br> elimination of the related liabilities and accrued interest up to the conversion date.
---	---
●	The<br> lapse of associated warrants post-repayment.
---	---

These adjustments ensure that the financial statements present an accurate and fair view of the Company’s financial position as of the reporting date.

F-32

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 20 — SUBSEQUENT EVENTS (cont.)

As of April 10, 2024, all the warrants and the preferred stock (stated above) have been converted to common stock and the liability has been repaid in full.

Management has evaluated subsequent events to determine if events or transactions occurring through, except for the disclosures related to subsequent events described below, as to which the date is February 11, 2025, the dates the financial statements were available for issuance, require potential adjustment to or disclosure in the financial statement and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

On February 5, 2024, the Company has announced a reverse stock split of its issued and outstanding ordinary shares, par value $0.01 per share at a ratio of 1-for-60 so that every 60 shares issued is combined to 1 share. As a result of the Reverse Split, the Company’s issued and outstanding ordinary shares was reduced from 93,679,260 shares to 1,561,309 shares.

In December 2024, out of the three tranches, both the 1st Tranche and 2nd Tranche of the promissory notes were fully converted into equity shares of the Company. The conversion included the principal amount of the notes and the accrued interest up to the conversion date. Since the promissory notes included a contractual conversion right, and evidence existed at the reporting date that the Investors intended to convert them into common stock, this event qualifies as an adjusting event under IAS 10.

Accordingly, the financial statements have been adjusted to reflect:

●	The conversion of the first and second tranche promissory notes into equity.
●	The elimination of the related liabilities and accrued interest up to the conversion date.
---	---
●	The lapse of associated warrants post-repayment.
---	---

These adjustments ensure that the financial statements present an accurate and fair view of the Company’s financial position as of the reporting date.

The impact of this transaction on the equity structure is summarized below:

F-33

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 20 — SUBSEQUENT EVENTS (cont.)

Impact on Equity Structure

Date of Conversion	Promissory Note Converted ()	No ofShares Issued		Conversion Price per Share<br> ()	Increase in Share Capital<br> ()	Increase in Share Premium (Net of Transaction Cost)<br> ()
03 Dec 24			30,000
10 Dec 24			20,000
12 Dec 24			20,000
16 Dec 24			15,000
17 Dec 24			32,000
18 Dec 24			18,000
20 Dec 24			2,719,611
Impact on Equity Structure

All values are in US Dollars.

On February 3, 2025, we entered into the SEPA (Standby Equity Purchase Agreement, dated February 3, 2025 (the “Effective Date”), by and between the Company and the Selling Shareholder) with the Selling Shareholder (YA II PN, Ltd.). Pursuant to the SEPA, the Selling Shareholder will advance to the Company, subject to the satisfaction of certain conditions as set forth therein, the principal amount of $6 million, which will be evidenced by Promissory Notes in two tranches. The Promissory Notes will accrue interest on the outstanding principal balance at an annual rate equal to 0%, which shall increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Promissory Notes) for so long as such event remains uncured. The Promissory Notes will mature on March 1, 2026, which may be extended at the option of the Selling Shareholder. The Promissory Notes are convertible at a conversion price equal to the lower of (i) $0.7048 per share or (ii) 93% of the lowest daily VWAP (as defined below) during the five consecutive trading days immediately preceding the date of conversion (the “Conversion Price”), which price shall not be lower than the floor price of $0.1236 (the “Floor Price”).

The first tranche of the Pre-Paid Advance was disbursed on February 3, 2025, in the principal amount of $5 million. The second tranche of the Pre-Paid Advance will be in the principal amount of $1 million and advanced on the second trading day after the registration statement of which this prospectus forms a part becomes effective. At each Pre-Advance Closing, the Selling Shareholder advanced, and is expected to advance, to the Company the principal amount of the applicable tranche of the Pre-Paid Advance, less a discount in the amount equal to 5% of the principal amount of such tranche of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount.

Delisting Notice:

The Company has received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty consecutive business days, the bid price for the Company’s common shares had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until September 20, 2023, to regain compliance.

Change of Auditor

On February 23, 2025, the Board has approved the resignation of Pipara and Co. LLP as its independent registered public accounting firm pursuant to the Registrant’s Audit Committees’ recommendation and has further engaged Shah Teelani & Associates as the Registrant’s independent registered public accounting firm.

F-34

Exhibit 99.2

MANAGEMENT’S DISCUSSIONAND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition as of September 30, 2024 and March 31, 2024 and results of operations for the six months ended September 30, 2024 and 2023 in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this Report, and our Annual Report on Form 20-F for the year ended March 31, 2024 as filed with the SEC on August 15, 2024

Some of the statements contained in this Form 6-K constitute forward-looking statements that do not directly or exclusively relate to historical facts. You should not place undue reliance on such statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are those described in discussions herein, and in “Item 3. Key Information—D. Risk Factor Summary” section of our most recent Annual Report on Form 20-F filed with the SEC and incorporated herein by reference, and those described from time to time in our future reports to be filed with the SEC.

These risks could cause actual results to differ materially from those implied by forward-looking statements in this Form 6-K.

You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We do not undertake any obligation to update or revise any forward-looking statements after the date of this Form 6-K, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this Form 6-K or elsewhere might not occur.

Company Overview

We are a growing platform services company primarily providing content streaming/telecasting services with over four million active users located all across India.^15^ Our Lytus platform provides a wide range of streaming services and telemedicine services with local assistance through local Health Centers. Through our platform, our customers are well connected via CPE devices/STBs and have access to multi-dimensional services including telemedicine service we place to offer in the future.

We believe that our strong customer base and expansive market presence position us to expand our portfolio of offerings. We have been focused on adopting and implementing technologies that can change the landscape of being a conventional streaming services provider. Partnering with those who share our passion, we strive to provide India’s semi-urban, urban population with unmatched services across tele-healthcare.

We intend to benefit from India’s e-commerce boom and the recent tele-medicine regulation through the acquisition of Sri Sai and other similar companies. We will recruit management teams of Sri Sai having many years of pioneering experience in IPTV business and telemedicine in India and USA, which we believe will help us create a profitable and sustainable business model with rapid growth prospects. We believe that our deep understanding and local expertise have enabled us to create solutions that address the needs and preferences of our consumers in the most comprehensive and efficient way. We possess extensive local knowledge of the logistics and payment landscapes in the markets in which we operate, which we consider to be a key component of our success.

We are focused on consolidating our subscriber base for future technology services, such as telemedicine and healthcare services and at the same time, on developing our technology platform for a better service experience. We expect the technology services to be provided through our proprietary unified technology platform. Presently, we provide streaming and internet services through our platform. We are simultaneously working to strengthen our platform services, including advancing our platform with the state-of-art technology.

Calculation based upon approximately 1 million paid home subscribers which based on industry standards translates to more than 4 million viewers on an average of 4.6 viewers per household in India. Source: United Nations, Department of Economic and Social Affairs, Population Division (2019) — Database on Household Size and Composition 2019. Available at https://population.un.org/Household/index.html#/countries/356.

Key Factors For Our Performance

The following factors are the principal factors that have affected and will continue to affect our business, financial condition, results of operations and prospects.

●	Number of Subscribers: our revenue growth and long-term profitability<br>are affected by our ability to increase our subscriber base because we derive a substantial portion of our revenue from streaming services<br>and via client contracts that provide subscribers access to our Lytus platform in exchange for a contractual based monthly fee. Revenue<br>is driven primarily by the number of subscribers, the number of services contracted for by a subscriber and the contractually negotiated<br>prices of our services and online content that is specific to that particular subscriber. We believe that increasing our subscriber base<br>is an integral objective that will provide us with the ability to continually innovate our services and support initiatives that will<br>enhance subscriber experiences and lead to increasing or maintaining our existing annual net dollar retention rate. The number of subscribers<br>pertaining to Sri Sai business were 856,127 for six months period ending September 30, 2024 and 815,105 for the year ended March 31,<br>2024. The increase in subscribers was primarily driven by increased market share.
●	Cluster of customized online content: the Lytus platform provides an<br> opportunity to customize the online content to meet the needs of that particular subscriber. We plan to form partnership with other<br> companies to develop our telemedicine business and entertainment and education online content. Revenues arising from this segment<br> will be driven primarily by the customizable content formats aligned with the customer satisfaction. We believe that increasing our<br> current subscriber utilization rate is a key objective in order for our subscribers to realize tangible healthcare savings with our<br> service.
---	---

●

Number of Subscribers: our revenue growth and long-term profitability are affected by our ability to increase our subscriber base because we derive a substantial portion of our revenue from streaming services and via client contracts that provide subscribers access to our Lytus platform in exchange for a contractual based monthly fee. Revenue is driven primarily by the number of subscribers, the number of services contracted for by a subscriber and the contractually negotiated prices of our services and online content that is specific to that particular subscriber. We believe that increasing our subscriber base is an integral objective that will provide us with the ability to continually innovate our services and support initiatives that will enhance subscriber experiences and lead to increasing or maintaining our existing annual net dollar retention rate. The number of subscribers pertaining to Sri Sai business were 856,127 for six months period ending September 30, 2024 and 815,105 for the year ended March 31, 2024. The increase in subscribers was primarily driven by increased market share.

●

Cluster of customized online content: the Lytus platform provides an opportunity to customize the online content to meet the needs of that particular subscriber. We plan to form partnership with other companies to develop our telemedicine business and entertainment and education online content. Revenues arising from this segment will be driven primarily by the customizable content formats aligned with the customer satisfaction. We believe that increasing our current subscriber utilization rate is a key objective in order for our subscribers to realize tangible healthcare savings with our service.

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Six months ended September 30, 2024,compared to six months ended September 30, 2023

Significant Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with International Financial Reporting Standards (IFRS).

Basis of Deconsolidation

When events or transactions results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised in the consolidated statements of comprehensive income within “other comprehensive income” in respect of that entity are also reclassified to the consolidated statements of profit or loss and other comprehensive income or transferred directly to retained earnings if required by a specific Standard.

Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in the consolidated statements of profit or loss and other comprehensive income.

Share Warrant Liability

We account for share warrants as either equity instruments, derivative liabilities, or liabilities in accordance with IAS 32 — Financial Instruments: Disclosure and Presentation, depending on the specific terms of the warrant agreement. Share warrants are accounted for as a derivative in accordance with IFRS 9 — Financial Instruments if the share warrants contain terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Share Warrant instruments that could potentially require “net cash settlement” in the absence of express language precluding such settlement are initially classified as financial liabilities at their fair values, regardless of the likelihood that such instruments will ever be settled in cash. We will continue to classify the fair value of the warrants that contain “net cash settlement” as a liability until the share warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability.

The outstanding warrants are recognized as a warrant liability on the balance sheet and measured at fair value on inception date and subsequently re-measured at each reporting period with change recognised in the consolidated statements of profit or loss and other comprehensive income.

Intangible assets

Customers acquisition	5 Years
Trademark/Copy rights	5 Years
Computer Software	5 Years
Commercial rights	5 – 10years

The amortization period and the amortization method for definite life intangible assets is reviewed annually.

Gains and losses on the disposal of subsidiaries include the carrying amount of goodwill relating to the entity sold.”

IAS 38 requires an entity to recognize an intangible asset, whether purchased or self-created (at cost) if, and only if: IAS 38.21

a.	it is probable that the future economic benefits that are attributable<br> to the asset will flow to the entity; and
b.	the cost of the asset can be measured reliably.
---	---

The probability of future economic benefits must be based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. IAS 38.22 The probability recognition criterion is always considered to be satisfied for intangible assets that are acquired separately or in a business combination. IAS 38.33

Development costs mainly relate to developed computer software programmes. Such computer software programmes that do not form an integral part of other related hardware is treated as an intangible asset. Development costs that are directly associated with development and acquisition of computer software programmes by the Group are capitalised as intangible assets when the following criteria are met:

●	it is technically feasible to complete the computer software programme<br> so that it will be available for use;
●	management intends to complete the computer software programme and<br> use or sell it;
---	---
●	there is an ability to use or sell the computer software programme;
---	---
●	it can be demonstrated how the computer software programme will generate<br> probable future economic benefits;
---	---
●	adequate technical, financial and other resources to complete the development<br> and to use or sell the computer software programme are available; and
---	---
●	the expenditure attributable to the computer software programme during<br> its development can be reliably measured.
---	---

Direct costs include salaries and benefits for employees on engineering and technical teams who are responsible for building new computer software programmes.

Expenditure that enhances or extends the performance of computer software programmes beyond their original specifications and which can be reliably measured is added to the original cost of the software. Costs associated with maintaining computer software programmes are recognised as an expense when incurred.

Completed development costs in progress are reclassified to internally developed intangible assets. These internally developed intangible assets are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the consolidated statements of profit or loss and other comprehensive income using a straight-line method over their estimated useful lives. Development cost in progress is not amortised.

Deferred offering costs

Deferred Offering Costs consists of legal, accounting, underwriter’s fees, and other costs incurred through the balance date that are directly related to the proposed Initial Public Offering (IPO) and that would be charged to stockholder equity upon completion of the proposed IPO. Should the proposed IPO prove unsuccessful, deferred costs and additional expenses to be incurred would be charged to operations. The Company has no deferred offering costs for the period ended September 30, 2024 and/or for the year ended March 31, 2024 and/or for the period ended September 30, 2023.

Revenue from Contract with Customers and OtherIncome

We derive substantially all of our revenue from usage-based fees earned from customers subscribing to our streaming/telecasting, content management services and other products. Generally, customers enter into 12-month contracts and are invoiced monthly in advance based on usage. Refer to Note 19 and 20 for details on modification and acquisition of Sri Sai.

During the six months ended September 30, 2024, our total income of $12,052,318 comprised of Revenue from Contract with Customers of 12,013,543 and other income of $38,775, whereas during the six months ended September 30, 2023, our total income of $9,712,550 comprised of Revenue from Contract with Customers of $9,660,331 and other income of $52,219.

The overall increase of $2,339,768 or 24%, which is primarily comprised of (a) increase in Revenue from Contract with Customers by $2,353,212 or 24%; and (b) decrease in Other Income by $13,443 or 26% arising from balances written back.

STATEMENT OF OPERATIONS DATA:
	%			%				%
Operating revenue		100	%		99	%			24	%
Other Income		0	%		1	%	)		-26	%
Total Revenue		100	%		100	%			24	%

All values are in US Dollars.

The revenue from contract with customers and other income consist of:

Disaggregated revenue information

Revenue from contract with customers	For the 6 months ended September 30,<br> 2024	For the 6 months ended September 30,<br>2023			Change Sept 24 vs March 24
	(In )	(In )	(In )		%
Types services
Subscription Income				)		10	%
Carriage/Placement Fees				)		25	%
Advertisement Income				)		-38	%
Activation fees				)		-8	%
Unbilled Revenue						100	%
Total revenue from contract with customers				)		24	%
Other income
				)		(100	%)
Miscellaneous Income				)		7	%
Sundry Balances written back				)		(83	%)
Profit on termination of lease						100	%
Total Other Income				)		(26	%)
Total Income						24	%

All values are in US Dollars.

Cost recognition

Costs and expenses are recognized when incurred and have been classified according to their primary functions in the following categories:

Cost of revenue

The Company has incurred cost of revenue for the six months period ended September 30, 2024, of $8,812,374, which is relating to Sri Sai business, whereas it has incurred costs of revenue for the six months period ended September 30, 2023 of $7,757,172. The increase of $1,055,202 or 14% is on account of decrease in subscriber levels and fixed costs remaining the same.

Staffing Expenses

For the six-month ended September 30, 2024, the staffing costs was $391,663, representing a decrease of $79,518 or 17% from the six months ended September 30, 2023, of $471,181. The decrease was primarily due to the cost optimization at Sri Sai.

Amortisation and other expenses

Other operating expenses consist primarily of general and administrative expenses like electricity, software running expenses, repairs and maintenance, travelling expenses etc.

Legal and professional expenses were $169,380 for the six months ended September 30, 2024, representing a decrease of $90,457 or 35% from $259,837 in the six months ended September 30, 2023.

Amortization and depreciation costs were $ 619,932, for the six months ended September 30, 2024, representing an increase of $166,141 or 37% from $453,791 in the six months ended September 30, 2023.

Other operating expenses was $1,285,854 for the six months ended September 30, 2024, representing an decrease of $178,442 or 12% from $1,464,296 in the six months ended September 30, 2023.

Finance and other cost

For the six months ended September 30, 2024, the most significant components of finance expenses were Interest on Bank Loans, which was $53,552, representing a decrease of $566,041 or 91% from $619,593 in the six months ended September 30, 2023.

Liquidity and Capital Resources

Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures. As we continue to grow our subscriber base, we expect an initial funding period to grow new products as well as working capital impacts from the timing of device-related cash flows when we provide the devices to customers pursuant to equipment instalment plans. Further, the Company has acquired 51% of Sri Sai, as part of the earlier arrangement and has correspondingly modified its earlier arrangement with the erstwhile partner, in terms of the residuary transaction as a plan to expand its subscriber base.

Off-balance Sheet Arrangements

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

●	Any obligation under certain guarantee contracts,
●	Any retained or contingent interest in assets transferred to an unconsolidated<br> entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,
---	---
●	Any obligation under a contract that would be accounted for as a derivative<br> instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position,
---	---
●	Any obligation arising out of a material variable interest held by<br> us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing,<br> hedging or research and development services with us.
---	---

●	We do not have any off-balance sheet arrangements that we are required<br> to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, and other<br> contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting<br> principles in the United States.
●	We have not entered into any financial guarantees or other commitments<br> to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to<br> our shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore,<br> we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity<br> or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing,<br> liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
---	---

●

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

●

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

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The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to the allowance for doubtful accounts, the useful life of property and equipment and intangible assets, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets, fair value estimation of warrants and critical judgement over capitalisation of internally developed intangible assets and development cost in progress.

We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

We did not have any undisclosed off-balance sheet arrangements as of September 30, 2024 and March 31, 2024.

Trade Receivable

Assessment as to whether the trade receivables from Sri Sai business are impaired: When measuring Expected Credit Loss (ECL) of receivables and other receivables related to Sri Sai business 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.

Impairment of property and equipment andintangible assets excluding goodwill:

At each reporting date, the Group reviews the carrying amounts of its property 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.

Assessment as to whether the trade receivablesand other receivables from The erstwhile partner are impaired

When measuring Expected Credit Loss (ECL) of receivables related to Sri Sai business 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.

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 our future results. The extent of the impact, if any, will depend on future developments, including actions taken to contain the coronavirus.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of its total revenues.

STATEMENT OF OPERATIONS DATA:
								%
Operating revenue		100	%		99	%			24	%
Other Income		0	%		1	%	)		-26	%
Total Revenue		100	%		100	%			24	%
Cost of revenue		73	%		80	%			14	%
Other operating expenses		11	%		15	%	)		-12	%
Legal and professional expenses		1	%		3	%	)		-35	%
Staffing expenses		3	%		5	%	)		-17	%
Depreciation and amortisation		5	%		5	%			37	%
Net income		6	%	)	-7	%			211	%
Interest expenses		0	%		6	%	)		-91	%
Interest income		0	%		0	%			100	%
Income (loss) from continuing operations before income taxes		6	%	)	-14	%			155	%
Income tax		1	%	)	0	%			128	%
Net income after tax		5	%	)	-13	%			151	%
Other comprehensive income
Items that will not be reclassified to profit or loss
Reclassification of defined benefit obligation	)								118	%
Items that may be reclassified subsequently to income
Foreign currency translation reserves of subsidiaries, net of tax	)						)		-93	%
Total comprehensive income for the period				)					156	%
Attributable to:
Controlling interest				)					142	%
Non-controlling interest							)		-64	%
Basic income per common share				)
Diluted income per common share				)

All values are in US Dollars.

Revenue

We derive substantially all of our revenue from usage-based fees earned from customers subscribing to our streaming, content management services and other products. Generally, customers enter into 12-month contracts and are invoiced monthly in advance based on usage.

Lytus Technologies Private Limited (“Lytus India”), our wholly-owned subsidiary incorporated in India, did not have significant operations during the six months ended September 30, 2024 and during the fiscal year ended March 31, 2024. Lytus India has acquired Sri Sai that has active business operations and that meets the criteria (5 steps) for recognizing revenue from contracts with customers in pursuant to IFRS 15.

The number of subscribers pertaining to Sri Sai business were 856,127 for six months period ending September 30, 2024 and 815,105 for the year ended March 31, 2024. The increase in subscribers was primarily driven by increasing market share.

Other Income/Application of IFRS 15

The following table presents other income (including fair value gains on warrant liability) for the six months period ended September 30, 2024 and for the year ended March 31, 2024.

Revenue from contract with customers
Other income
Fair vaue gain on warrant liability		2,106	(2,106	)	100
Miscellaneous Income	7		(7	)	-7	%
Profit on Termination of lease	30,396	-	30,396		8	%
Sundry Balances written back	8,372	50,113	(41,741	)	-83	%
Total Other Income	38,775	52,219	(13,443	)	24	%

The Group acquired approximately 1 million subscriber connections from a licensed streaming company (Sri Sai), effective from April 1, 2022.

Cost of revenue

Staffing Expenses

Amortisation and other expenses

Other operating expenses consist primarily of general and administrative expenses like electricity, software running expenses, repairs and maintenance, travelling expenses etc.

Legal and professional expenses were $169,380 for the six months ended September 30, 2024, representing a decrease of $90,457 or 35% from $259,837 in the six months ended September 30, 2023.

Amortization and depreciation costs were $ 619,932, for the six months ended September 30, 2024, representing an increase of $166,141 or 37% from $453,791 in the six months ended September 30, 2023.

Other operating expenses was $1,285,854 for the six months ended September 30, 2024, representing an decrease of $178,442 or 12% from $1,464,296 in the six months ended September 30, 2023.

Finance and other cost

Foreign Currency Exchange RateRisk

As a result of our operations, primarily in India and the United States, we are exposed to currency translation impacts. Our reporting currency is the U.S. dollar. Our functional currency is the U.S. dollar and the functional currency of Lytus India, Sri Sai and DDC (deconsolidated on April 1, 2021), which generate the majority of our revenue, is the Indian Rupees (“INR”). The financial statements of our subsidiaries whose functional currency is the INR are translated to U.S. dollars using period end rates of exchange for assets and liabilities, average rate of exchange for revenue and expenses and cash flows, and at historical exchange rates for equity. As a result, as the Rupee depreciates or appreciates against the U.S. dollar, our revenue presented in U.S. dollars, as well as our Dollar-Based Net Expansion Rate, will be negatively or positively affected. Constant Currency Dollar-Based Net Expansion Rate is calculated using fixed exchange rates to remove the impact of foreign currency translations.

As a result of foreign currency translations, which are a non-cash adjustment, we reported exchange difference on foreign currency translation of subsidiaries, net of tax of $ 6,831 for the six months ended September 30, 2024, and $104,316 for the six months ended September 30, 2023.

Interest Rate Sensitivity

Cash and short-term investments were held primarily in bank and time deposits. The fair value of our cash and short-term investments would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term nature of these instruments.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

B. Liquidity and Capital Resources

Liquidity and Capital Resources:

The components of cash flow for the six months ended September 30, 2024 and September 30, 2023:

	For the year <br> September 30, <br> 2024			For the year <br> September 30, <br> 2023
Net cash provided by/(used in) operating activities	$	182,070		$	372,260
Net cash used in investing activities		(1,069,221	)		(2,477,923	)
Net cash provided by financing activities		1,025,059			1,880,059
Cash acquired in business combination		-			-
Exchange rate effect on cash		(70,819	)		(1,097	)
Net cash inflow (outflow)	$	313,466		$	85,108

Cash provided by/used in Operating Activities

Net cash provided by operating activities was $182,070 for the six months ended September 30, 2024 and net cash provided by operating activities was $372,260 for the six months ended September 30, 2023.

Cash used in Investing Activities

Net cash used in investing activities was $1,069,221 for the six months ended September 30, 2024, and net cash used in investing activities was $2,477,923 for the six months ended September 30, 2023.

Cash provided by Financing Activities

Net cash provided by financing activities was $1,025,059 for the six months ended September 30, 2024 and net cash provided by financing activities was $1,880,059 for the six months ended September 30, 2023.

Critical Accounting Estimates

Under IFRS 1, the Group is required to make estimates and assumptions in presentation and preparation of the financial statements for the 6 month period ended September 30, 2024 and for the year ended March 31, 2024.

Key estimates considered in preparation of the financial statement that were not required under the previous GAAP are listed below:

Fair Valuation of financial instruments carried at Fair Value Through Profit or Loss (“FVTPL”) and/or Fair Value Through Other Comprehensive Income (“FVOCI”).

Impairment of financial assets based on the expected credit loss model.

Determination of the discounted value for financial instruments carried at amortized cost.

Fair value estimation of share warrants.

Critical judgement over capitalisation of internally developed intangible assets and development cost in progress.

Assessment as to whether the trade receivables are impaired.

When measuring Expected Credit Loss (ECL) of receivables 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.

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.

●	Impairment of property and equipment and intangible assets excluding<br> goodwill

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.

Note on Subsequent Events

Management has evaluated subsequent events to determine if events or transactions occurring through, except for the disclosures related to subsequent events described below, as to which the date is April 10, 2024, the dates the financial statements were available for issuance, require potential adjustment to or disclosure in the financial statement and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Note on Subsequent Events

Accordingly, the financial statements have been adjusted to reflect:

●	The<br>conversion of the first and second tranche promissory notes into equity.
●	The<br>elimination of the related liabilities and accrued interest up to the conversion date.
---	---
●	The<br>lapse of associated warrants post-repayment.
---	---

These adjustments ensure that the financial statements present an accurate and fair view of the Company’s financial position as of the reporting date.

The impact of this transaction on the equity structure is summarized below:

Impact on Equity Structure

Date of Conversion	Promissory Note Converted ()	No of Shares Issued		Conversion Price per Share<br> ()	Increase in Share Capital <br> ()	Increase in Share Premium (Net of Transaction Cost)<br> ()
03 Dec 24			30,000
10 Dec 24			20,000
12 Dec 24			20,000
16 Dec 24			15,000
17 Dec 24			32,000
18 Dec 24			18,000
20 Dec 24			2,719,611
Impact on Equity Structure

All values are in US Dollars.