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                             April 29, 2021

       Kevin Chin
       Chief Executive Officer
       VivoPower International PLC
       The Scalpel, 18th Floor, 52 Lime Street
       London EC3M 7AF
       United Kingdom

                                                        Re: VivoPower
International PLC
                                                            Form 20-F for the
Fiscal Year ended June 30, 2020
                                                            Filed September 8,
2020
                                                            Response Letter
Dated March 25, 2021
                                                            File No. 001-37974

       Dear Mr. Chin:

              We have reviewed your March 25, 2021 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       March 1, 2021 letter.

       Form 20-F for the Fiscal Year ended June 30, 2020

       Information on the Company
       History and Development of the Company, page 22

   1.                                                   We have read your
response to prior comment one, concerning your various disclosures
                                                        about the agreement
with GB Auto Group Pty Limited and GB Electric Vehicles Pty Ltd
                                                        (collectively,    GB
Auto   ), indicating that GB Auto has committed to purchase 2,000
                                                        Tembo electric
conversion kits, and that you expect revenues of $250 million based on
                                                        these orders. In the
January 25, 2021 Form 6-K, you announced "the signing of a
                                                        US$250m agreement for
[your] Tembo Toyota Electric Vehicle Solutions" and described
                                                        the agreement as    the
most valuable deal for electric vehicles in the Australasia region.
 Kevin Chin
FirstName
VivoPowerLastNameKevin       Chin
             International PLC
Comapany
April       NameVivoPower International PLC
       29, 2021
April 229, 2021 Page 2
Page
FirstName LastName

         However, we understand from your response that the agreement
referenced in these
         disclosures is not a contract for the actual sale of any conversion
kits or vehicles with
         conversion kits installed, and that your expectation for revenues is
not based on any
         specific provisions in the agreement nor any contract for the sale of
such products to other
         parties that would be covered by the agreement with GB Auto. You
explain that GB Auto
         will serve as your agent in marketing, promoting, and selling your
products in Australia,
         and will be installing your electric conversion kits in automobiles
that it procures from a
         third party on your behalf. You state that VivoPower, under the
agreement,    controls and
         directs GB Auto to participate in the procurement and assembly of
these vehicles    and
         indicate that GB Auto will earn a commission based on the sales price,
although terms
         governing the financial aspects of the arrangement have not been
established.

         We believe that you should promptly expand upon your earlier
disclosures regarding this
         arrangement to more accurately describe your relationship with GB
Auto, considering
         each of the observations noted above, although certain of your
representations should be
         reconciled to Section 2.3(a) of your agreement. You should also
specify the
         circumstances under which GB Auto would be required to pay for any
conversion kits
         ordered, if this depends on you securing sales of converted vehicles
to a third party, taking
         other actions or making an incremental commitment, and how your
obligation to pay GB
         Auto for the cost of vehicles that it acquires to fulfill an order
would arise and be settled,
         in relation to your accounting for the conversion kits and any
commissions.
2.       Given that you have made revenue projections in the various
announcements pertaining to
         the agreement with GB Auto, when formulating the revisions and
incremental disclosures
         in response to the preceding comment, refer to our Commission policy
on projections as
         described in Item 10(b) of Regulation S-K. We believe that you should
have a reasonable
         basis for projections and present these in an appropriate format.

         For example, when revenue projections having a reasonable basis are
disclosed,
         corresponding income projections would also be disclosed. In addition,
you would (i)
         identify the material assumptions and uncertainties, as may pertain to
prices, volumes, and
         the timeframe for securing customers, developing business processes
and production
         capacity, (ii) describe the extent of any factual details that provide
a reasonable basis for
         your projections, and (iii) clarify whether your projections represent
the most probable
         specific amounts or how these compare to the most reasonable range for
each item.

         We believe that clarifying disclosure should be made if and when
management knows or
         has reason to know that its previously disclosed projections did not
have or no longer have
         a reasonable basis. If you believe that you had a reasonable basis for
your projections,
         based on agreements, commitments or other details that you have not
mentioned, provide
         us with the underlying analyses and supporting documentation. If you
have subsequently
         entered into contracts for the sale of converted vehicles pursuant to
the arrangement with
         GB Auto, please summarize the details and submit the related contracts
for review.
 Kevin Chin
VivoPower International PLC
April 29, 2021
Page 3

         Tell us how you propose to supplement and clarify the announcements
furnished on Form
         6-K, having descriptions of the agreement and projections, as
referenced in prior comment
         one, including your consideration of amending each of these documents
to include
         incremental disclosures and issuing a new press release with a
comprehensive description
         of the arrangement. Please submit the revisions and incremental
disclosures that you
         propose and believe will fully address these concerns.
3.       We note your response to prior comment one stating "the components
assembled by
         Tembo represent over 75% of the cost of the additional components
added to the original
         OEM vehicle." Tell us how, based on your estimates, the cost of
conversion would
         compare to the cost of the vehicle prior to conversion, and separately
quantify the values
         ascribed to the components, labor involved in conversion, and the
vehicle.

         Also clarify whether the vehicles to be converted would be purchased
by GB Auto
         without a powerplant and drivetrain, or would initially be powered by
electricity, gasoline
         or diesel, and describe the nature of the conversion that your product
is designed to
         accomplish, including the key conversion components.
4.       Given that the average of your revenue projections over the four-year
term would more
         than double revenues reported for your most recently completed fiscal
year, tell us how
         you considered the Item 5(a) requirement in electing not to
incorporate by reference into
         the Form F-3 that you filed on December 11, 2020, your announcements
pertaining to the
         agreement with GB Auto including the projections and your acquisition
of the remaining
         49% interest in Tembo, if this was your intention.
        You may contact Joseph Klinko - Staff Accountant, at (202) 551-3824, or
Lily Dang -
 Staff Accountant, at (202) 551-3867 with any questions.



FirstName LastNameKevin Chin                                  Sincerely,
Comapany NameVivoPower International PLC
                                                              Division of
Corporation Finance
April 29, 2021 Page 3                                         Office of Energy
& Transportation
FirstName LastName