UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of August
2023
Commission File Number: 001-41418
Lytus Technologies Holdings PTV. Ltd.
(Translation of registrant’s name into
English)
Business
Center 1, M Floor
The Meydan Hotel
Nad Al Sheba, Dubai, UAE
(Address of principal executive offices)
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 ☐
Notice of Failure to Satisfy Nasdaq Audit Committee Requirements;
Appointment of New Director
On August 18, 2023, Lytus Technologies Holdings PTV. Ltd. (the “Company”)
received a written notice (the “Audit Committee Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s Audit Committee requirement as set forth
in Listing Rule 5605 (“Rule 5605”) due to the removal of Mr. Sanjeiiv Chaudhry from the Board of Directors (the “Board”)
and Audit Committee of the Company on July 19, 2023.
On August 21, 2023, the Board appointed Parvez Master as a member of
the Board, Compensation Committee and Audit Committee of the Company to cure the deficiency as set forth in the Audit Committee Notice.
Mr. Parvez Master has over 25 years of global, corporate experience
including project management, process consulting, internal audit, compliance, operational risk management, finance transformation, financial
planning and analysis, budgeting, payroll, and finance controlling. He has a B.S. in Accounting and Information Systems from University
of Illinois at Chicago and a M.B.A. in Finance and Management from DePaul University, Chicago.
His work experience includes 10+ years in the U.S. with multinational companies such as Accenture, Baxter Healthcare and Merck Pharmaceuticals.
He currently resides in Dubai, U.A.E., and manages the Internal Audit function for a regional distributor and retailer of a few reputed
international FMCG brands. Having experience in Internal Audit for the majority of his career, Mr. Master values the need for an independent
advisory function and a strong corporate governance framework in any organization.
There are no arrangements or understandings between Mr. Master and any
other person or persons pursuant to which Mr. Master was selected as a director of the Company. There are no current or proposed
transactions in which Mr. Master, or any member of the immediate family of Mr. Master, has an interest that is required to be disclosed
under Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission.
On August 23, 2023, the Company issued a press release regarding the
Audit Committee Notice. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein
by reference.
Notice of Failure to Satisfy Continued Listing Rule 5250(c)(1)
On August 17, 2023, the Company received a letter (the “Notice”)
from Nasdaq that the Company no longer met the periodic filing requirement for Nasdaq under Listing Rule 5250(c)(1) (the “Rule”).
Based on the August 18, 2023, filing of the Company’s Form 20-F
for the fiscal year ended March 31, 2023, Nasdaq determined that the Company complies with the Rule. Accordingly, Nasdaq has deemed this
matter closed.
On August 22, 2023, the Company issued a press release regarding the
Notice. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 6-K and is incorporated herein by reference.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| Date: August 23, 2023 |
|
| |
|
| Lytus Technologies Holdings PTV. Ltd. |
|
| |
|
|
| By: |
/s/ Dharmesh Pandya |
|
| |
Dharmesh Pandya |
|
| |
Chief Executive Officer |
|
2
Exhibit 99.1
Lytus
Technologies Receives Nasdaq Notification of Noncompliance with Audit Committee Requirements
MUMBAI, INDIA, Aug. 23, 2023 (GLOBE NEWSWIRE) -- Lytus Technologies
Holdings PTV. Ltd. (the “Company”) (NASDAQ:LYT), a leading global technology-driven services company, today announced that
on August 18, 2023, it received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock
Market (“NASDAQ”) indicating that the Company was not in compliance with NASDAQ’s audit committee requirement as set
forth in Listing Rule 5605 (the “Rule”) due to the removal of Mr. Sanjeiiv Chaudhry from the Company's board and audit committee
on July 19, 2023.
The Notice also states that NASDAQ will provide the Company a cure
period in accordance with NASDAQ Listing Rule 5605(c)(4). Pursuant to NASDAQ Listing Rule 5605(c)(4), such cure period shall be until
the earlier of the Company’s next annual shareholders’ meeting or July 19, 2024; or if the next annual shareholders’
meeting is held before January 15, 2024, then the Company must evidence compliance no later than January 15, 2024 to regain compliance
with NASDAQ’s continued listing requirements. The Company must also submit to Nasdaq documentation, including biographies of any
new directors, evidencing compliance with the listing rule within the cure period.
The Company has remedied this issue by appointing a new director, Parvez
Master, who meets the requirements of NASDAQ, to the Company's board of directors, audit committee and compensation committee. In addition,
the Company will submit Nasdaq documentation, including the biography of Mr. Master, evidencing compliance with the listing rule within
the cure period.
About Lytus Technologies Holdings PTV. Ltd:
Lytus Technologies is a rapidly expanding technology-driven internet
platform services organisation with operations in India and USA. The company offers high-value streaming and telemedicine services to
over 4 million active users and monthly customers across India and USA. Lytus Technologies is a listed company under the ticker symbol
"LYT" on the Nasdaq Capital Market. The firm is one of India's fastest-growing online content and streaming service providers.
Through its 5,000-kilometer network of installed fibre and broadband infrastructure, the firm delivers fibre and broadband services to
its client base. Currently, Lytus Technologies has nationwide Telecast & Multicast services in India providing retail and commercial
customers monthly subscription-based linear video and Internet services.
Forward Looking Statements
Statements in this press release regarding the Company that are not
historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results
to differ materially from such statements. Any such forward-looking statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively
relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“should,” “could,” “would,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,”
or the negative of those terms, and similar expressions and comparable terminology. Although we believe that the expectations reflected
in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements represent our intentions,
plans, expectations, assumptions and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors
outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied
by these forward-looking statements.
For media queries:
Gautam Gupte
gautam.gupte@pitchforkpartners.com
+91 9637 100 875
Exhibit 99.2
Lytus Technologies Receives Nasdaq Notification
of Noncompliance with Listing Rule 5250(c)(1)
MUMBAI, INDIA, Aug. 22, 2023 (GLOBE NEWSWIRE) – Lytus Technologies
Holdings PTV. Ltd. (the “Company”) (NASDAQ:LYT), a leading global technology-driven services company, today announced that
on August 17, 2023, it received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market (“NASDAQ”) indicating that the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1) for continued
listing (the “Rule”) because the Company had not yet filed its Annual Report of Foreign Private Issuer on Form 20-F for the
fiscal year ended March 31, 2023 (the “Form 20-F”). The Notice provided that the Company had 60 calendar days from receiving
the Notice to submit a plan to regain compliance with NASDAQ’s continued listing requirements.
On August 18, 2023, the Company filed the Form 20-F, and on August
21, 2023, the Company received a second letter from NASDAQ stating that based on the August 18, 2023, filing of the Company’s Form
20-F, NASDAQ has determined that the Company complies with the Rule. Accordingly, NASDAQ informed the Company that it now considers this
matter closed.
About Lytus Technologies Holdings PTV. Ltd:
Lytus Technologies is a rapidly expanding technology-driven internet
platform services organisation with operations in India and USA. The company offers high-value streaming and telemedicine services to
over 4 million active users and monthly customers across India and USA. Lytus Technologies is a listed company under the ticker symbol
“LYT” on the Nasdaq Capital Market. The firm is one of India’s fastest-growing online content and streaming service providers.
Through its 5,000-kilometer network of installed fibre and broadband infrastructure, the firm delivers fibre and broadband services to
its client base. Currently, Lytus Technologies has nationwide Telecast & Multicast services in India providing retail and commercial
customers monthly subscription-based linear video and Internet services.
Forward Looking Statements
Statements in this press release regarding the Company that are not
historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results
to differ materially from such statements. Any such forward-looking statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively
relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“should,” “could,” “would,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,”
or the negative of those terms, and similar expressions and comparable terminology. Although we believe that the expectations reflected
in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements represent our
intentions, plans, expectations, assumptions and beliefs about future events and are subject to known and unknown risks, uncertainties
and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those
expressed or implied by these forward-looking statements.
For media queries:
Gautam Gupte
gautam.gupte@pitchforkpartners.com
+91 9637 100 875
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