20-F: Lytus Technologies Reports FY25 Profit Amid Delisting

Lytus Technologies Holdings PTV. Ltd. reported a net income of $829,412 for fiscal year 2025, an increase from the prior year, despite being delisted from Nasdaq and facing significant internal control weaknesses.

Summary

• Lytus Technologies Holdings PTV. Ltd. is a platform services company primarily operating in India, offering content streaming/telecasting, and developing telemedicine and fintech products.
• The company reported a net income of $829,412 for the fiscal year ended March 31, 2025, an increase from $653,174 in fiscal year 2024.
• Total revenue for FY2025 was $23,186,534, a marginal increase of 0.80% from $23,003,342 in FY2024.
• Operating revenue from customer contracts increased by 8.26% to $23,127,919 in FY2025, primarily driven by a rise in carriage and placement fees and new consultancy services.
• Other income significantly decreased by 96.42% in FY2025 due to a one-time write-off of warrant liability in the prior fiscal year.
• The company's common shares were delisted from the Nasdaq Capital Market on March 31, 2025, and now trade on the OTCQB under the symbol LYTHF.
• Management identified material weaknesses in internal control over financial reporting as of March 31, 2025, related to entity-level controls, IT general controls, segregation of duties, and control of subsidiaries.
• The company's independent registered public accounting firm's report contains an explanatory paragraph expressing doubt about its ability to continue as a going concern.
• As of August 13, 2025, the company had 179,997,491 common shares issued and outstanding, which increased to 4,944,997,491 common shares after subsequent issuances in July 2025.
• The company's four million user base calculation is based on an assumption of 1 million paid home subscribers multiplied by an industry average of 4.4 users per household in India, which may not be accurate.
• A significant portion of the company's business and operations (approximately 100% of revenue) is located in India, subjecting it to regulatory, economic, social, and political uncertainties in the region.
• The company plans to expand its service and product portfolio, enhance its technology platform, expand into new geographic markets, and pursue strategic partnerships and acquisitions.

Sentiment

Score: 3

Explanation: The company faces significant challenges, including delisting from Nasdaq, material weaknesses in internal controls, and a going concern doubt from its auditor. While there's some revenue growth and new capital raises, these are overshadowed by fundamental operational and financial reporting issues, and reliance on potentially inaccurate user metrics. The future outlook is ambitious but carries high execution risk given the current state.

Positives

• Net income increased to $829,412 in FY2025 from $653,174 in FY2024, representing a 27% increase.
• Operating revenue from customer contracts grew by 8.26% to $23,127,919 in FY2025.
• Carriage and placement fees increased by $1,174,890 (21.72%) in FY2025.
• New revenue streams from consultancy services ($1,093,855) and unbilled revenue ($441,852) were recognized in FY2025.
• Cash provided by operating activities significantly increased to $2,164,425 in FY2025 from $886,034 in FY2024.
• The company successfully raised $15,440,000 in gross proceeds from common share purchase agreements in July 2025.
• Proceeds from the issuance of promissory notes totaled $7,548,709 in FY2025, and proceeds from warrant exercises were $854,218.
• The company has a strategic objective to become a one-stop shop for online requirements in India, leveraging low internet penetration for growth.
• Lytus Studios is intended to produce original content for the Lytus Play streaming platform, funded by operational cashflow and future offerings.
• The company is developing telemedicine solutions for rural India, focusing on cost-efficient preventive healthcare using smart devices and AI/ML.
• The company has obtained an Internet Service Provider License to offer broadband/Internet services alongside traditional cable services, aiming to enhance revenues and customer loyalty.
• The company believes its strong customer base and expansive market presence position it for portfolio expansion.

Negatives

• The company's common shares were delisted from the Nasdaq Capital Market on March 31, 2025, due to non-compliance with listing rules and now trade on the OTCQB.
• The independent registered public accounting firm's report contains an explanatory paragraph expressing doubt about the company's ability to continue as a going concern.
• Material weaknesses in internal control over financial reporting were identified as of March 31, 2025, including issues with entity-level controls, IT general controls, segregation of duties, and control of subsidiaries.
• Other income decreased significantly by $1,580,952 (96.42%) in FY2025, primarily due to a one-time write-off of warrant liability in the prior year that did not recur.
• Subscription income decreased by $649,754 (4.34%) in FY2025.
• Fiber use revenue decreased by $289,788 (100%) in FY2025, indicating a cessation of this revenue stream.
• Cash used in investing activities increased to $4,627,800 in FY2025 from $3,651,681 in FY2024.
• Finance costs, while decreasing, were still substantial at $149,171 in FY2025.
• The company's four million user base calculation is based on assumptions that may not be accurate, and the actual number of active users could be less.
• The company has a limited operating history and rapid growth, making future prospects difficult to evaluate and increasing investment risk.
• Revenues and expenses are difficult to predict and can fluctuate significantly, increasing the likelihood of falling below investor expectations.
• Defects or malfunctions in the company's platform could harm its reputation, sales, and profitability.
• The company may not obtain or adequately protect its intellectual property rights.
• The telehealth market is immature and volatile, and negative publicity or lack of competitiveness could harm business growth.
• The company's business could be adversely affected by legal challenges to its business model or actions restricting its ability to provide services in certain jurisdictions.
• The company will need to increase the size of its organization and may experience difficulties in managing growth.
• The company is highly dependent on key existing and future personnel, particularly Dharmesh Pandya, and the loss of such personnel could have a material adverse effect.
• The company relies on third-party systems and service providers, and any disruption or adverse change could materially affect the business.
• Failure to maintain or enhance consumer awareness of its brand could have a material adverse effect.
• The company may not be successful in implementing its growth strategies or pursuing strategic partnerships and acquisitions, and past/future acquisitions may not bring anticipated benefits.
• An inability to adapt effectively to a rapidly evolving business environment could have a material adverse effect.
• The company may be subject to intellectual property infringement claims, which could be expensive to defend and disrupt business.
• The company's platforms and internal systems rely on highly technical software that may contain undetected errors, adversely affecting the business.
• The company does not plan to pay dividends in the foreseeable future.
• A substantial portion of the business is in India, subjecting it to regulatory, economic, social, and political uncertainties.
• Restrictions on foreign investment in India may prevent future acquisitions or investments.
• As a foreign private issuer, the company provides less frequent and detailed information than U.S. domestic reporting companies.
• Officers, directors, and principal shareholders own approximately 78% of common shares, exerting significant control over shareholder approval matters.
• The market price of the company's securities has been and may be volatile.
• Future sales, or the perception of future sales, by the company or existing shareholders could cause the market price to decline.
• Shareholders under BVI law may have fewer protections than under U.S. law.
• The company may be or become a passive foreign investment company (PFIC), which could result in adverse U.S. tax consequences for U.S. investors.
• The company has not adopted an insider trading policy as of the filing date, though it intends to do so.

Risks

• The independent registered public accounting firm's report contains an explanatory paragraph that expresses doubt about the company's ability to continue as a going concern.
• The company's limited operating history and rapid growth make evaluating its current business and future prospects difficult and may increase investment risk.
• Revenues and expenses are difficult to predict and can fluctuate significantly, increasing the likelihood that results could fall below investor expectations.
• Defects or malfunctions in the company's platform could hurt its reputation, sales, and profitability.
• The four million user base calculation is based on assumptions that may not be accurate, and the actual number of active users could be less.
• Risks related to the storage of customers' and end users' confidential and proprietary information, including cybersecurity incidents, could harm the business.
• The company's platform may never become sufficiently successful.
• The company may not obtain or be able to adequately protect its intellectual property rights.
• An economic slowdown or factors affecting the economic health of the United States, India, or the IT, healthcare, and streaming industries may adversely affect the business.
• Liability issues are inherent to the healthcare industry, and insurance is expensive and difficult to obtain.
• If the company fails to develop and maintain an effective system of internal control over financial reporting and disclosure controls and procedures, it may not be able to accurately report financial results in a timely manner.
• The company will need to increase the size of its organization and may experience difficulties in managing growth.
• The company depends and will continue to depend on key existing and future personnel.
• Reliance on information technology to operate the business and maintain competitiveness, and any failure to adapt to technological developments or industry trends could harm the business.
• The company operates in a highly competitive industry.
• Success in the healthcare space depends on the ability to recruit and retain experienced therapists.
• Reliance on third-party systems and service providers, and any disruption or adverse change in their businesses could have a material adverse effect.
• Reliance on the value of its brand, and any failure to maintain or enhance consumer awareness could have a material adverse effect.
• The company may not be successful in implementing growth strategies, pursuing strategic partnerships, acquisitions, and future partnerships/acquisitions may not bring anticipated benefits.
• If the company is unable to continue to identify and exploit new market opportunities, future revenues may decline.
• Difficult market conditions, economic conditions, and geopolitical uncertainties could adversely affect the business.
• Changing laws, rules, and regulations and legal uncertainties, including adverse application of tax laws, may adversely affect business and financial performance.
• Infrastructure in India may not be upgraded to support higher internet penetration, requiring additional investments and expenses.
• Results of operations are subject to fluctuations in currency exchange rates.
• The company may not be able to obtain additional financing on acceptable terms or at all.
• An inability to adapt the business effectively to keep pace with a rapidly evolving business environment could have a material adverse effect.
• The company may be subject to intellectual property infringement claims, which may be expensive to defend and disrupt business.
• Platforms and internal systems rely on highly technical software, and undetected errors could adversely affect the business.
• The company does not plan to pay dividends in the foreseeable future.
• A substantial portion of the business and operations is located in India, subject to regulatory, economic, social, and political uncertainties.
• Restrictions on foreign investment in India may prevent future acquisitions or investments.
• As a foreign private issuer, the company may not provide the same information as U.S. domestic reporting companies or at different times.
• Officers, directors, and principal shareholders own a significant percentage of common shares and can exert significant control.
• The market price of securities may be volatile.
• Dilution may result from the issuance of common shares underlying Notes under the Alternate Conversion Price.
• Future sales, or the perception of future sales, by the company or existing shareholders could cause the market price to decline.
• Rights of shareholders under BVI law differ from those under U.S. law, potentially offering fewer protections.
• BVI companies may not be able to initiate shareholder derivative actions in U.S. federal courts.
• The company may be or may become a passive foreign investment company (PFIC), which could result in adverse U.S. tax consequences to U.S. investors.
• As an emerging growth company, reduced disclosure requirements may make common shares less attractive to investors.

Future Outlook

The company aims to expand its service and product portfolio, enhance its technology platform through investments, and expand into new geographic markets. It plans to pursue selective strategic partnerships and acquisitions, focusing on building scale in international markets and industry verticals within online service platforms and e-healthcare. The telemedicine business is expected to launch subscription-based remote patient monitoring devices in the second half of 2025, with a rollout of local health centers taking 24 months. Fintech services are initially planned for Sri Sai customers, focusing on e-wallet payments, with future plans for credit cards and microloans. The company expects to fund growth through free cash flow, cash on hand, credit facilities, and future securities offerings.

Management Comments

• "Our business model consists primarily of (a) the current distribution of linear content streaming/telecasting services and (b) the development of technology products, namely, telemedicine and fintech."
• "We are focused on consolidating our subscriber base for future technology services, such as telemedicine and healthcare services, while continuing to develop our technology platform for a better service experience."
• "We believe that the current low internet penetration in the Indian market presents a tremendous opportunity for us to provide online services to the many underserved geographic areas in India."
• "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 believe we have sufficient short-term (less than 12 months) and long-term (more than 12 months) liquidity from cash on hand, free cash flow and access to the capital markets to fund our projected cash needs."
• "We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow including to invest in our business growth and other strategic opportunities, including mergers and acquisitions as well as stock repurchases and dividends."
• "We are committed to maintaining the highest standards of ethical conduct and have implemented these insider trading policies and procedures to ensure compliance with applicable securities laws and to protect the interests of our shareholders."

Industry Context

The company operates in the rapidly evolving Indian streaming, telemedicine, and fintech sectors. The streaming market in India is experiencing growth in Video on Demand (VoD) and IPTV, driven by increasing smartphone penetration and lower data tariffs. The Indian government's digital transformation initiatives, including cable TV digitization, are also favoring IPTV adoption. The telehealth market in India is relatively new but gaining acceptance, with government guidelines clarifying the legality of teleconsultation. The fintech sector in India is competitive, with established players like Amazon Pay, Ola Money, and JioMoney. Lytus aims to leverage its existing cable network infrastructure and customer base to cross-sell new services in these growing digital segments, particularly in underserved rural areas.

Comparison to Industry Standards

• In streaming, Lytus competes with major players like JioHotstar (Reliance Industries/Walt Disney Company, ~300 million active users) and Netflix, which have significantly larger user bases and established content commissioning.
• In telemedicine, Lytus faces competition from leading platforms such as Practo (offering online doctor consultations, medicine delivery, diagnostics), 1mg (comprehensive health platform), and Apollo 24/7 (part of a large hospital group), all of which have established services and extensive networks.
• In Fintech, Lytus is entering a market with strong incumbents like Amazon Pay, Ola Money, and JioMoney, which are digital wallet services integrated with large e-commerce or ride-hailing ecosystems, offering seamless transactions and rewards.
• Lytus's stated 4 million user base is based on an industry average assumption (4.4 users per household for 1 million paid subscribers), which the company itself notes may not be accurate, contrasting with competitors' directly reported active user numbers.
• While Lytus aims to convert traditional cable homes to IPTV and offer value-added services, larger competitors in streaming and fintech already have advanced digital platforms and broader service offerings.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not currently involved in any legal proceeding in which the outcome is likely to have a material adverse effect on its business or financial position.
• An arbitrator awarded final damages of $130,000 plus legal and other incidental expenses, aggregating to $260,000, in favor of Skyline Corporate Communications Group, LLC on April 11, 2023, due to the company's non-compliance with mandatory regulatory requirements under the contract.

Related Party Transactions

• Subscription income from related parties: $518,795 in FY2025.
• STB Installation charges from related parties: $48,445 in FY2025.
• Loans taken from KMP: $272,365 in FY2025.
• Loans taken from relatives of KMP: $124,918 in FY2024.
• Loan repayment to KMP: $1,543,653 in FY2025.
• Loan repayment to relatives of KMP: $19,012 in FY2025 and $93,704 in FY2024.
• Commission expenses to significant influence entities: $1,305,186 in FY2025.
• Bandwidth charges to significant influence entities: $24,339 in FY2025.
• Sales/Purchase of materials with significant influence entities: $8,602 in FY2025.
• Fiber Maintenance Expense with significant influence entities: $1,502 in FY2025.
• Consultancy Services (Revenue) from significant influence entities: $1,061,622 in FY2025.
• IT support Charges from significant influence entities: $5,908 in FY2025.
• Remuneration to KMP: $141,797 in FY2025.
• Remuneration to relatives of KMP: $38,286 in FY2025.
• Rent paid/provided to KMP: $7,802 in FY2025.
• Interest on loan to significant influence entities: $212 in FY2025.
• Investment in CCD of Subsidiary: $3,817,490 in FY2025.
• Reimbursement of expenses to KMP: $92,246 in FY2025.
• Loans and Advances given to significant influence entities: $239,684 in FY2025.
• Advances for network acquisition to significant influence entities: $16,661 in FY2025.
• Outstanding loan payable to KMP: $164,124 as of March 31, 2025.
• Outstanding loan payable to related party: $31,019 as of March 31, 2024.
• Outstanding loan receivable from significant influence entities: $35,598 as of March 31, 2025.
• Outstanding loan receivable from relatives of KMP: $95,433 as of March 31, 2024.
• Outstanding receivable from significant influence entities: $214,458 as of March 31, 2025.
• Outstanding receivable from relatives of KMP: $1,083,034 as of March 31, 2024.
• Outstanding options with KMP: $91,813 as of March 31, 2025.

Stakeholder Impact

• **Shareholders**: Significant dilution risk due to recent and potential future share issuances, including conversion of promissory notes and private placements. Delisting from Nasdaq to OTCQB reduces liquidity and visibility. Concentration of ownership (78.88% by Dharmesh Pandya and Lytus Trust) means limited influence for minority shareholders. Going concern doubt and internal control weaknesses pose substantial financial risks.
• **Employees**: The company has an Employee Incentive Plan (2023 Plan) and has issued shares to the Lytus Trust for future allocation to management/employees, which could incentivize and retain key personnel. However, 300,000 unvested shares were cancelled due to breach of agreement, indicating potential issues with employee retention or performance.
• **Customers**: Continued investment in technology and expansion into new services (telemedicine, fintech) aims to enhance customer experience and provide a 'one-stop shop' for online requirements. Upgrading cable networks to FTTH/GPON is intended to improve service quality. However, potential platform defects or service interruptions could negatively impact customer satisfaction.
• **Creditors**: The company has significant current debt ($13,359,764 as of March 31, 2025) and relies on credit facilities and future capital raises for liquidity. The going concern doubt and internal control weaknesses could increase perceived credit risk.
• **Suppliers**: The company relies on third-party systems and service providers, and maintaining good relationships is crucial. Delays in payments or financial instability could strain these relationships.

Next Steps

• Continue to develop and expand business in India, focusing on streaming, telemedicine, and fintech.
• Upgrade existing cable networks by deploying Fiber to the Home (FTTH), Gigabit Passive Optical Networks (GPON), and changing set-top boxes/customer premises equipment (STB/CPE).
• Launch subscription-based remote patient monitoring devices in the second half of 2025.
• Commence the rollout of local health centers and diagnostic centers in the second half of 2025, expected to take 24 months to complete.
• Initially focus Fintech services on converting cash collections from the cable segment into e-wallet payments for existing customers in Telangana, India.
• Eventually offer additional Fintech services such as credit cards and microloans to subscribers.
• Produce original content for the Lytus Play streaming platform through Lytus Studios.
• Expand streaming business to the United States.
• Complete the proposed acquisition of 51% of Sreedevi Digital Systems Private Limited (subsequent to reporting period).
• Remediate identified material weaknesses in internal control over financial reporting by engaging third-party consultants, assessing resources, centralizing accounting processes, and implementing compensating controls.
• Adopt an insider trading policy as soon as practicable.

Key Dates

Recommendation

The company faces severe fundamental issues that make it a strong sell. The delisting from Nasdaq to OTCQB significantly reduces liquidity and investor confidence. The auditor's explicit 'going concern' doubt indicates a high risk of business failure. Furthermore, the acknowledged 'material weaknesses' in internal financial controls mean that the reported financial statements may not be reliable, and the company has a high risk of misstatement. The reliance on an unverified user base calculation adds to the uncertainty. While recent capital raises provide some short-term liquidity, they come with significant dilution, and the underlying operational and governance issues remain unaddressed or are in early stages of remediation. A seasoned investor would view these combined factors as highly detrimental to long-term value and indicative of substantial risk.

Keywords

Streaming, Telemedicine, Fintech, India, Cable Services, IPTV, Broadband, SEC Filing, Form 20-F, Financial Results, Risk Factors, Corporate Governance, Nasdaq Delisting, OTCQB, Internal Controls, Capital Raise, Subscriber Growth, International Financial Reporting Standards, BVI