As filed with the Securities and Exchange Commission on November 4, 2025
Registration No. 333-290764
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Lytus Technologies Holdings PTV. Ltd.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | Not Applicable | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
Unit 504, Building 3 Studio City
Dubai, United Arab Emirates
(Address of Principal Executive Offices)
+91-981985321
(Registrant’s telephone number, including area code)
Lytus Technologies Holdings PTV. Ltd. 2023 Employee Incentive Plan
(Full title of the plan)
CCS Global Solutions, Inc.
530 Seventh Avenue, Suite 508
New York, NY 10018
(315) 930-4588
(Name,
address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
David E. Danovitch, Esq.
Michael
DeDonato, Esq.
Sullivan & Worcester LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: 212-660-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☐ |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-8 (Registration No. 333-290764) (as the same may be amended and/or supplemented from time to time, the “Registration Statement”) of Lytus Technologies Holdings PTV. Ltd. (the “Registrant”) is being filed as an exhibit-only filing solely in order to file Exhibits 5.1 and 23.2 to the Registration Statement and amend and restate the exhibit index included in the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature pages to the Registration Statement, and Exhibits 5.1 and 23.2. of the remainder of the Registration Statement is unchanged hereby and has been omitted. Except as set forth herein, this Amendment speaks as of the original filing date of the Registration Statement, does not reflect events that may have occurred subsequent to the original filing date thereof, and does not modify or update in any way disclosures made in the original Registration Statement.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
| * | Filed herewith. |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Florida, United States, on November 4, 2025.
| Lytus Technologies Holdings PTV. Ltd. | ||
| By: | /s/ Dharmesh Pandya | |
| Dharmesh Pandya | ||
| Title: | Chief Executive Officer (Principal Executive Officer) | |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| * | Chief Executive Officer and Director | November 4, 2025 | ||
| Dharmesh Pandya | (Principal Executive Officer) | |||
| * | Chief Financial Officer and Director | November 4, 2025 | ||
| Shreyas Shah | (Principal Accounting and Financial Officer) | |||
| * | Director | November 4, 2025 | ||
| Rajeev Kheror | ||||
| * | Director | November 4, 2025 | ||
| Parvez Master | ||||
| * | Director | November 4, 2025 | ||
| Robert M. Damante |
| * By: | /s/ Dharmesh Pandya | |
| Name: | Dharmesh Pandya | |
| Title: | Attorney-in-fact |
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Signature of Authorized U.S. Representative of Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Lytus Technologies Holdings PTV. Ltd., has signed this Registration Statement on November 4, 2025.
| By: | /s/ Dharmesh Pandya | ||
| Name: | Dharmesh Pandya | ||
| Title: | Chief Executive Officer | ||
II-3
Exhibit 5.1
| McW. Todman & Co | Founder: Dr. McW. Todman, CBE., Q.C | |
| Barristers and Solicitors | (1923 - 1996) | |
| Commissioner for Oaths | Notaries Public | ||
| Trade Marks & Patents Agents | Corporate Services |
Our Ref: NSJ/DP/LTH/102025
Email: nstjean@mctodman.com
Lytus Technologies Holdings PTV. Ltd.
Business Center 1, M Floor
The Meydan Hotel
Nad Al Sheba, Dubai, UAE
28 October 2025
Dear Sir,
Re: LYTUS TECHNOLOGIES HOLDINGS PTV. LTD. BC# 2033207 (the “Company”)
We have acted as British Virgin Islands counsel to Lytus Technologies Holdings PTV. LTD., a corporation formed under the laws of the British Virgin Islands (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 7 October 2025 pursuant to the Securities Act of 1933, as amended (the “Securities Act”) with respect to the registration of 1,000,000 common shares of the Company (the “Shares”) for the Company’s 2023 Employee Incentive Plan (the “Plan”).
Documents Reviewed
We have reviewed originals, copies, drafts or conformed copies of the following documents:
| (a) | A copy of the Registration Statement filed with the SEC on 7 October 2025; |
| (b) | A copy of the Company’s Certificate of Incorporation issued by the Registrar of Corporate Affairs in the British Virgin Islands, certified as true by McNamara Corporate Services Limited, the Registered Agent of the Company on 28 October 2025; |
| (c) | A copy of the statutory registers of directors and officers, members, mortgages and charges of the Company as maintained at its registered office in the British Virgin, certified as true by McNamara Corporate Services Limited, the Registered Agent of the Company on 28 October 2025. |
| (d) | A copy of the Amended and Restated Memorandum and Articles of Association of the Company as registered and filed with the Registrar of Corporate Affairs in the British Virgin Islands on 20 May 2025, certified as true by McNamara Corporate Services Limited, the Registered Agent of the Company on 28 October 2025; |
McNamara Chambers, 2nd Floor, 116 Main
Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands
Tel: +1-284 2810, 284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com
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| (e) | The records of the Company held at the Registry of Corporate Affairs in the British Virgin Islands; |
| (f) | Such other documents and laws as we consider necessary as a basis for giving this opinion. |
The documents listed in paragraphs (b) to (d) above inclusive are collectively referred to in this opinion as “Company Records”.
ASSUMPTIONS
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy of our search at the Registry of Corporate Affairs. We have also relied upon the following assumptions, which we have not independently verified:
| (a) | All original documents are authentic, that all signatures and seals are genuine, that all documents purporting to be sealed have been so sealed, that all copies are complete and conform to their original and that the Form S-8 conforms in every material respect to the latest drafts of the same produced to us and that where documents have been provided to us in successive drafts marked-up to indicate changes to such documents all such changes have been so indicated. |
| (b) | The copies of the Company Records are complete and constitute a complete and accurate record of the business transacted and resolutions adopted by the Company and all matters required by law. |
| (c) | There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions herein. |
OPINION
Based only upon and subject to the foregoing assumptions and the reservations and qualifications set out below, and having regard to such legal considerations as we deem relevant, and under the laws of the British Virgin Islands, we are of the opinion that:
| 1. | The Company is a company duly incorporated under the Business Companies Act, 2004 of the British Virgin Islands (the “Act”) and validly exists as a BVI business company limited by shares in the British Virgin Islands. |
McNamara Chambers, 2nd Floor, 116 Main Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands
Tel: +1-284 2810, 284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com
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| 2. | The Company is authorised to issue 5,000,000,000 shares of one class with a par value of US$0.01 each. |
| 3. | The issue and allotment of the Shares when issued in accordance with the Plan will be legally issued and allotted, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
QUALIFICATIONS
| (a) | In this opinion the phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
| (b) | Except as specifically stated herein, we make no comment with regard to warranties or representations that may be made by or with respect to the Company in any of the documents or instruments cited in this letter of opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter. |
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully,
/s/ McW. Todman & Co.
McW. Todman & Co.
McNamara Chambers, 2nd Floor, 116 Main Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands
Tel: +1-284 2810, 284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com
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