United States securities and exchange commission logo





                             May 22, 2023

       Kevin Cox
       Chief Executive Officer
       Energys Group Ltd
       Franklyn House, Daux Road
       Billingshurst, West Sussex
       RH149SJ
       United Kingdom

                                                        Re: Energys Group Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted April 25,
2023
                                                            CIK 0001971828

       Dear Kevin Cox:

              We have reviewed your draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1 submitted on April 25, 2023

       Explanatory Note, page i

   1.                                                   Please revise the
primary prospectus to disclose the resale offering in the summary, and in
                                                        the description of the
lock-up agreements.
       Prospectus Summary, page 1

   2.                                                   Please include the
organizational chart on page 51 in your prospectus summary. Please
                                                        also clearly describe
the reorganization and consider providing a diagram reflecting the
                                                        organizational chart
before the reorganization.
 Kevin Cox
FirstName  LastNameKevin Cox
Energys Group  Ltd
Comapany
May        NameEnergys Group Ltd
     22, 2023
May 22,
Page 2 2023 Page 2
FirstName LastName
3.       Please revise your risks and challenges section to expand upon the
risks related to your
         operations in Hong Kong. For example, specifically discuss risks
arising from the legal
         system in China and Hong Kong, including risks and uncertainties
regarding the
         enforcement of laws.
4.       Please disclose each permission or approval that you or your
subsidiaries are required to
         obtain from Chinese authorities to operate your business. State
whether you or your
         subsidiaries are covered by permissions requirements from the China
Securities
         Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
         other governmental agency, and state affirmatively whether you have
received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if you or your
         subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii)
         inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future.
Risk Factors, page 10

5.       We note your risk factor disclosure on page 20 that "the Company lacks
adequately
         trained accounting personnel with appropriate United States generally
accepted
         accounting principles (US GAAP) expertise." Please expand your
disclosure to detail the
         risk that this presents to investors and provide details regarding the
third-party consultant
         that the company has hired. Please also specifically state the level
of US GAAP expertise
         of those who were responsible for the preparation of your financial
statements.
6.       Please include a separate risk factor addressing the risks to
investors of having your LED
         products, product components, and associated products manufactured in
China.
7.       It appears that four of your operating subsidiaries are engaged in
real estate investments,
         each owning office units it rents in Hong Kong. Please add risk factor
disclosure
         regarding the risks to investors resulting from your real estate
holdings.
8.       We note the statement on the cover page that following this offering
you will be a
         controlled company as defined under NYSE American Company Guide
Section 801(a)
         and the disclosure in the summary on page 7 regarding the implications
of being a
         controlled company. Please provide clear disclosure of the risks
related to being a
         controlled company.
9.       Please expand upon the risks associated with doing business in Hong
Kong and China,
         including regulatory, liquidity and enforcement risks.
Enforceability of Civil Liabilities, page 29

10.      Please revise this section to also discuss more the limitations on
investors being able to
         effect service of process and enforce civil liabilities in China.
Please revise the
         discussions in this section to discuss the costs and time constraints
associated with
 Kevin Cox
FirstName  LastNameKevin Cox
Energys Group  Ltd
Comapany
May        NameEnergys Group Ltd
     22, 2023
May 22,
Page 3 2023 Page 3
FirstName LastName
         enforcement of civil liabilities. Also, please add risk factor
disclosure. Lastly, please
         identify each officer and director located in Hong Kong or China.
Use of Proceeds, page 31

11.      We note you intend to use a portion of your proceeds to repay certain
promissory notes
         and bank loans. Please disclose the interest rate and maturity of this
indebtedness. To the
         extent the indebtedness incurred within the past year, please disclose
the uses to which the
         proceeds of such indebtedness were put. See Item 3(c)(4) of Form 20-F
as required by
         Item 4 of Form F-1.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
36

12.      Please discuss your auditor's doubt as to your ability to continue in
existence as a going
         concern, and add risk factor disclosure.
13.      Please expand the discussion regarding the impact of inflation on page
48, and the risk
         factor on page 14, if your operations have been materially impacted by
recent inflationary
         pressures. In this regard, please identify the types of inflationary
pressures you are facing
         and how your business has been affected.
14.      We note several references in the risk factors to supply chain issues
and the use of
         proceeds allocates funds to "counter the global supply chain
pressures." Please discuss
         whether supply chain disruptions materially affect your outlook or
business goals.
         Specify whether these challenges have materially impacted your results
of operations or
         capital resources and quantify, to the extent possible, how your
sales, profits, and/or
         liquidity have been impacted. To the extent material, please add a
separate risk factor.
15.      Please expand your discussion of interest rates on page 49 to describe
their impact on your
         financial condition, including your balance sheet. For example, given
rising rates,
         describe any resulting impacts on your inventory, accounts payable,
long-term debt, or
         accrued expense balances. Expand your disclosure to describe how you
are funding these
         additional costs.
16.      We note the disclosure that the significant decrease in revenues was
primarily a result of
         the negative impact of the COVID-19 pandemic. Please provide more
specificity as to the
         factors related to COVID-19 that resulted in decreased revenues, such
as cancellation of
         customer contracts, postponement of contract work, global supply chain
issues, lack of
         new customer contracts, etc.
17.      We note the disclosure regarding your indebtedness as discussed
beginning on page 42.
         We also note the disclosure in the risk factors section regarding
financial and operational
         covenants in your secured financing arrangements. Please clearly
discuss any material
         covenants to these agreements. Please also file these financing
agreements as exhibits, or
         provide your analysis as to why they are not material.
 Kevin Cox
FirstName  LastNameKevin Cox
Energys Group  Ltd
Comapany
May        NameEnergys Group Ltd
     22, 2023
May 22,
Page 4 2023 Page 4
FirstName LastName
18.      We note the statement that "historically, we have met our working
capital and other
         liquidity requirements primarily through cash generated from our
operations and loans
         from banking facilities." Please provide additional disclosure
regarding this
         statement, given the cash flows table on page 40 reflect net cash flow
used from
         operations for the past three years, not generated from operations.
19.      We note the statement on page 42 that "We had no material defaults in
our bank
         borrowings, nor did we breach any material financial covenants in our
facility letters
         during the fiscal years ended June 30, 2021 and 2022." Please clarify
whether there were
         any defaults or breaches of financial covenants.
Business, page 63

20.      We note your risk factor disclosure on page 10 regarding the company's
recent "increased
         difficulty in hiring sufficient permanent employees to support [its]
operations." Please
         expand your human capital disclosure on page 90 to describe, if
applicable, any measures
         that the company has taken to manage this recent difficulty. Refer to
Item 101(c)(2)(ii) of
         Regulation S-K.
21.      Please expand your discussion of the Pay From Savings program. Clarify
whether this
         program is operational and clarify whether such program involves a
third party. If not,
         clarify how this is consistent with the statement on page 74 that
"although we do not
         provide any financing or funding programs directly to our clients, we
advise as to a range
         and structure of possible funding programs with unrelated third
parties."
Management, page 96

22.      We note your disclosure on page 104 regarding the contractual
agreements of directors
         Peter Walder, Kevin Cox, Michael Lau, and Steven Paul Adams. Please
file those
         agreements as exhibits to your registration statement if they are
required in your home
         country or are otherwise publicly disclosed.
Principal and Selling Shareholders, page 105

23.      We note that you have attributed beneficial ownership of Moonglade
Investment Limited
         based upon the percentages of ownership of that company. Please revise
to attribute to
         each person with dispositive voting control of Moonglade the entire
amount of shares held
         by Moongladen Investment Limited, as required by Rule 13d-3 of the
Exchange Act.
24.      You state that    [u]nless otherwise noted below, the address of each
person listed on the
         table is Franklyn House, Daux Road, Billingshurst, West Sussex RH149SJ
United
         Kingdom.    You also that some of your holders may be located
elsewhere, such as
         Moonglade Investment Limited and Sky Shadow Limited, which you state
are organized
         under the laws of the British Virgin Islands. Please disclose the
address of each person or
         entity offering to sell shares. Please also disclose the percentage
and number of record
 Kevin Cox
Energys Group Ltd
May 22, 2023
Page 5
      holders of the company   s ordinary shares that are residents of the
United States. See Part
      I, Items 7.A.2 and 9.D.1 of Form 20-F and Item 4(a) of Form F-1.
Certain Cayman Islands Considerations, page 110

25.   Please reconcile your statement here that you "currently intend to comply
with the NYSE
      American Company Guide in lieu of following home country practice after
the closing of
      this offering" with your statement on page 8 that "[f]ollowing this
offering, [you] will rely
      on home country practice to be exempted from certain of the corporate
governance
      requirements of the NYSE American."
Exhibits

26.   We note that your exhibit list contains placeholders for various
documents to be filed as
      "form of" documents. Please confirm that you will be filing final,
executed versions of
      your exhibits prior to effectiveness. Refer to Item 601 of Regulation
S-K.
27.   Please file the consents of the director nominees identified on page 96,
as required by
      Rule 438 of Regulation C.
Resale Prospectus, page Alt-1

28.   Please reconcile the statement that "[a]ny shares sold by the Minority
Shareholders
      pursuant to this prospectus until our Ordinary Shares are listed or
quoted on an established
      public trading market will take place at US$[], which is the public
offering price of the
      Ordinary Shares we are selling in our initial public offering" with the
statement that "[n]o
      sales of the shares covered by this prospectus shall occur until the
Ordinary Shares sold in
      our initial public offering begin trading on the NYSE American."
       You may contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any
other questions.



                                                            Sincerely,
FirstName LastNameKevin Cox
                                                            Division of
Corporation Finance
Comapany NameEnergys Group Ltd
                                                            Office of Real
Estate & Construction
May 22, 2023 Page 5
cc:       Celia Velletri
FirstName LastName