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

~~SECURITIES~~For ~~EXCHANGE~~the ~~ACT~~month OFof ~~1934~~July 2025

For the month of May 2025

Commission File Number 001-41418

Lytus Technologies Holdings PTV. Ltd.

(Translation of registrant’s name into English)

Unit ~~1214~~504, ~~ONE BKC,~~Building G3 ~~Block~~Studio City

~~Bandra~~Dubai, ~~Kurla~~United ~~Complex~~Arab Emirates

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 ☐

~~Amendment~~Unregistered toIssuance ~~Memorandum~~of ~~and~~Equity ~~Articles of~~Securities; ~~Association~~Entry tointo ~~Increase~~Material ~~Authorized~~Definitive ~~Share~~Agreements ~~Capital~~

On ~~May~~July 203, 2025, Lytus Technologies Holdings PTV. Ltd. (the “Company”) issued ~~amended~~to ~~its~~the ~~Memorandum~~Lytus ~~and~~Trust, ~~Articles~~an ofentity ~~Association~~controlled toby ~~increase~~Dharmesh ~~its~~Pandya, ~~authorized~~the ~~share~~Chief ~~capital~~Executive ~~from~~Officer ~~230~~of the Company,~~000,000 shares~~ toan 5aggregate of 3,~~000~~800,000,000 restricted common shares, par value $0.01 per share, of the Company (the “~~Amendment~~Common Shares”), aswhich ~~approved~~shares bythe Company intends to subsequently allocate to the Company’s ~~board~~management ofand/or ~~directors~~employees onin ~~May~~consideration ~~20,~~for ~~2025~~their respective services provided to the Company.

~~The~~Additionally, ~~foregoing~~on ~~description~~July of7, 2025, the ~~Amendment~~Company ~~does~~entered ~~not~~into ~~purport~~common toshare bepurchase ~~complete~~agreements ~~and~~(collectively, isthe ~~qualified~~“Purchase inAgreements”) ~~its~~with ~~entirety~~two byinvestors (the ~~reference~~“Purchasers”), pursuant to ~~the~~which ~~full text of~~ the ~~copy of the~~ Company’s ~~amended~~issued and ~~restated~~ ~~Memorandum~~sold ~~and~~to ~~Articles~~the ofPurchasers ~~Association,~~at asclosing ~~currently~~on insuch ~~effect,~~date ~~which~~an ~~was~~aggregate ~~filed~~of ~~with~~965,000,000 ~~British~~Common ~~Virgin~~Shares ~~Islands~~at ~~Registrar~~a purchase price of ~~Corporate Affairs~~$0.016 onper ~~May 20~~share, ~~2025,~~for ~~and~~aggregate ~~which~~gross isproceeds ~~attached~~of ~~hereto as Exhibit 1~~$15,440,000.~~1 and incorporated by reference herein.~~

~~EXHIBIT~~Each ~~INDEX~~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.

Exhibit No.		Description
1.1		Amended and Restated Memorandum and Articles of Association.

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.

EXHIBIT INDEX

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

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: May 27, 2025

Date: July 16, 2025
	Lytus Technologies Holdings PTV. Ltd.

	By:	/s/ Dharmesh Pandya
		Name:	Dharmesh Pandya
		Title:	Chief Executive Officer

~~Lytus Technologies Holdings PTV. Ltd. By: /s/ Dharmesh Pandya Name: Dharmesh Pandya Title: Chief Executive Officer~~3

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