[6-K] Lytus Technologies Holdings PTV. Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Major dilution event. Lytus Technologies (LYT) disclosed two unregistered share issuances in July 2025. On 3 Jul, it transferred 3.8 billion restricted shares to the Lytus Trust, an entity controlled by CEO Dharmesh Pandya, earmarking the stock for future management/employee compensation. On 7 Jul, the company sold 965 million common shares to two investors at $0.016 per share, generating $15.44 million in gross proceeds under Regulation S with no placement agent.

Impact. Outstanding shares exploded from 180 million to 4.945 billion—an approximate 2,650 % increase, severely diluting existing equity holders. Management-controlled entities now hold a dominant new block, raising governance and alignment questions. Proceeds are slated for working capital and other board-approved uses. A form of the purchase agreement is filed as Exhibit 10.1.

Positive

• $15.44 million in new capital raised without placement fees, improving near-term working-capital flexibility

Negative

• 2.65 billion % share increase drives extreme dilution of existing shareholders
• 3.8 billion shares issued to a CEO-controlled trust raises corporate-governance concerns
• Equity sold at $0.016, implying a steep discount and weak market leverage
• No shareholder vote or independent valuation disclosed for the massive insider issuance

Insights

Securities Analyst

TL;DR: 27× share increase, $15 m cash; dilution overwhelms short-term liquidity benefit.

The $15.4 m raise adds modest liquidity but comes at an extraordinary cost: share count ballooned from 180 m to 4.9 bn. Even assuming zero fees, the effective market-cap expansion dwarfs cash received, implying a sharply lower per-share value. Reliance on Reg S and insider involvement suggest limited financing alternatives and weak pricing power. Investors should re-evaluate valuation models and voting power dynamics.

Corporate Governance Expert

TL;DR: Insider-controlled trust receives 77% of new stock—governance red flag.

Issuing 3.8 bn restricted shares to a CEO-controlled trust centralises control and dilutes minority holders without explicit performance conditions. Lack of shareholder approval, deep discount pricing, and minimal disclosure on allocation criteria elevate governance risk. While Reg S provides legal cover, best-practice boards typically seek broader transparency and fair-value assessments for such outsized insider grants.

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 July 2025

Commission File Number 001-41418

Lytus Technologies Holdings PTV. Ltd.

(Translation of registrant’s name into English)

Unit 504, Building 3 Studio City

Dubai, United Arab Emirates

(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 ☐

Unregistered Issuance of Equity Securities; Entry into Material Definitive Agreements

On July 3, 2025, Lytus Technologies Holdings PTV. Ltd. (the “Company”) issued to the Lytus Trust, an entity controlled by Dharmesh Pandya, the Chief Executive Officer of the Company, an aggregate of 3,800,000,000 restricted common shares, par value $0.01 per share, of the Company (the “Common Shares”), which shares the Company intends to subsequently allocate to the Company’s management and/or employees in consideration for their respective services provided to the Company.

Additionally, on July 7, 2025, the Company entered into common share purchase agreements (collectively, the “Purchase Agreements”) with two investors (the “Purchasers”), pursuant to which the Company issued and sold to the Purchasers at closing on such date an aggregate of 965,000,000 Common Shares at a purchase price of $0.016 per share, for aggregate gross proceeds of $15,440,000.

Each of the issuances of the Common Shares described in this Report on Form 6-K (this “Report”) to the Lytus Trust and to the Purchasers were exempt from registration under Securities Act of 1933, as amended, in reliance on Regulation S promulgated thereunder. No placement agent was involved in connection with the sale and issuance of the Common Shares to the Purchasers. As a result of such issuances, the number of Common Shares outstanding increased from 179,997,491 to 4,944,997,491, which is the current number of Common Shares outstanding as of the date of this Report. The Company intends to use the net proceeds from the sale of the Common Shares to the Purchasers for working capital and other purposes as approved by the board of directors of the Company.

A copy of the form of Purchase Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing summary of the Purchase Agreements is qualified in its entirety by reference to such exhibit.

1

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1		Form of Common Share Purchase Agreement, dated July 7, 2025.

2

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: July 16, 2025
	Lytus Technologies Holdings PTV. Ltd.
	By:	/s/ Dharmesh Pandya
		Name:	Dharmesh Pandya
		Title:	Chief Executive Officer

3

FAQ

How many new shares did Lytus Technologies (LYT) issue in July 2025?

The company issued 4.765 billion new common shares (3.8 bn to Lytus Trust and 965 m to investors).

What is Lytus Technologies' new total share count after these issuances?

Outstanding shares rose from 179,997,491 to 4,944,997,491.

How much cash did LYT raise from the July 7 investor sale?

The company received $15.44 million in gross proceeds.

At what price were the investor shares sold?

Investors paid $0.016 per share under Regulation S.

Who controls the Lytus Trust that received 3.8 billion shares?

The trust is controlled by CEO Dharmesh Pandya.

What will LYT do with the proceeds?

Funds are earmarked for working capital and other board-approved purposes.