Lytus Technologies Holdings PTV. F3 Shelf registration

Exhibit 107

Calculation of Filing Fee Tables

Form F-3

(Form Type)

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering
Price

Fee Rate

Amount of
Registration
Fee

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
Effective
Date

Filing
Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward

Newly Registered Securities

Primary Offering of Securities

Equity

Common Shares, par value $0.01 per share⁽³⁾

457 (o)

⁽¹⁾

⁽²⁾

N/A

Equity

Preferred Shares, par value $0.01 per share⁽⁴⁾

457 (o)

⁽¹⁾

⁽²⁾

N/A

Debt

Debt Securities⁽⁵⁾

457 (o)

⁽¹⁾

⁽²⁾

N/A

Fees to Be Paid

Other

Warrants⁽⁶⁾

457 (o)

⁽¹⁾

⁽²⁾

N/A

Other

Rights⁽⁷⁾

457 (o)

⁽¹⁾

⁽²⁾

N/A

Other

Units⁽⁸⁾

457 (o)

⁽¹⁾

⁽²⁾

N/A

Unallocated (Universal) Shelf

N/A

457 (o)

Unallocated (Universal) Shelf

75,000,000

0.00015310

11,482.50

Secondary Offering of Securities

Equity

Common Shares, par value $0.01 per share

457 (c)

1,429,480

⁽⁹⁾

1.04

⁽¹⁰⁾

1,490,733.22

⁽¹⁰⁾

0.00015310

228.23

Fees Previously Paid

N/A

Carry Forward Securities

Carry Forward Securities

N/A

Total Offering Amounts

76,490,733.22

0.00015310

11,710.73

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

11,710.73

(1)

An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may not be received for registered securities that are issuable upon the exercise, conversion or exchange of other securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of common shares, par value $0.01 per share (“Common Share”) of Lytus Technologies Holdings PTV. Ltd. (the “Registrant”) as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. The aggregate maximum offering price of all unallocated securities issued under this Registration Statement will not exceed $75,000,000.

(2)

The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form F-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.

(3)

Including such indeterminate amount of Common Stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or Preferred Stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

(4)

Including such indeterminate amount of preferred stock, par value $0.01 (the “Preferred Stock”) as may be designated and issued from time to time at indeterminate prices or upon conversion of debt securities and/or Preferred Stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

(5)

Including such indeterminate principal amount of debt securities as may be issued from time to time at indeterminate prices or upon exercise of warrants registered hereby, as the case may be.

(6)

Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of Common Stock or Preferred Stock registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

(7)

The Rights covered by this registration statement may be Rights to purchase shares of Common Stock, Preferred Stock, or debt securities issued by the Registrant.

(8)

Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

(9)

Represents (i) 1,177,778 Common Shares issuable upon conversion of certain senior secured promissory notes, (ii) 237,416 Common Shares issuable upon exercise of certain warrants to purchase common shares, and (iii) 14,286 Common Shares issued to the Selling Stockholders as defined in the Registration Statement on Form F-3 pursuant to the third tranche financing under the Purchase Agreement (as defined in the Registration Statement on Form F-3). The shares will be offered for resale by the Selling Stockholders. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(10)

Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is the average of the high ($1.09) and low ($0.996) prices reported for the Registrant’s Common Stock quoted on The Nasdaq Stock Market on December 19, 2024.

Lytus Technologies Holdings PTV. (LYT) F-3Shelf registration (foreign)