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                             August 28, 2023

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

                                                        Re: Energys Group Ltd
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted August 7,
2023
                                                            CIK 0001971828

       Dear Kevin Cox:

             We have reviewed your amended 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 August 7, 2023

       General

   1.                                                   We note the changes you
made to your disclosure appearing in the Summary and Risk
                                                        Factor sections
relating to legal risks associated with operating in China, including Hong
                                                        Kong, and PRC
regulations. It is unclear to us that there have been changes in the
                                                        regulatory environment
in the PRC since the draft registration statement amendment
                                                        submitted on April 25,
2023 warranting revised disclosure to mitigate the challenges you
                                                        face and related
disclosures. We note your Hong Kong-based subsidiaries as well as the
                                                        product sourcing and
research and development that occurs exclusively in China. Based
 Kevin Cox
FirstName LastNameKevin Cox
Energys Group Ltd
Comapany
August 28, NameEnergys
           2023        Group Ltd
August
Page 2 28, 2023 Page 2
FirstName LastName
         upon these China-based operations, we refer you to the Sample Letters
to China-Based
         Companies, which sought specific disclosures relating to uncertainties
regarding the
         enforcement of laws and the possibility that the rules and regulations
in China can change
         quickly with little advance notice. We do not believe that your
revised disclosure stating
         that Hong Kong and China   s political and legal systems are evolving
and include inherent
         uncertainties conveys the same risk. Please restore your disclosures
in these areas to the
         disclosures as they existed in the draft registration statement as of
April 25, 2023.
Reorganization, page 2

2.       Please clearly disclose the transaction whereby 5% and 6% of EGHL was
transferred from
         Sky Shadow to the two minority shareholders, including any
compensation, direct or
         indirect, and the reason for the transfer. Provide similar disclosures
for the transfer of
         shares in Moonglade to Messrs. Cox and Adams. As previously requested
in comment
         2, consider providing a diagram reflecting the organizational chart
before the
         reorganization and any interim steps as needed to help investors
understand the steps of
         the reorganization.
Prospectus Summary
Permission Required from Chinese Authorities, page 7

3.       We note your response to comment 4 and reissue the comment in part.
With respect to
         any permissions or approvals required from Chinese authorities,
including the China
         Securities Regulatory Commission and the Cyberspace Administration of
China, please
         discuss the consequences to you and your investors if you or your
subsidiaries (i) do not
         receive or maintain such permissions or approvals from Chinese
authorities, (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
Risks Related to Our Business Operations, page 11

4.       We note the disclosure in the second risk factor on page 16 that
"during the six months
         ended December 31, 2022, we experienced a net loss of GBP1,034,698
(US$1,249,605)
         and positive cash flows of GBP6,482 (US$7,829)" and "we experienced
positive cash
         flows for the first half of our 2023 fiscal year." Please reconcile
with the financial
         statements which reflect negative cash flows of GBP146,415
(US$176,824).
Risks Related to Doing Business in Hong Kong and to Having Our Products
Manufactured in
China, page 29

5.       We note your response to comment 9 and reissue our comment in part.
Please specifically
         discuss the risk to investors in your ordinary shares if your legal
protections are limited
         with respect to your products and your Hong Kong subsidiaries.
 Kevin Cox
Energys Group Ltd
August 28, 2023
Page 3
Enforceability of Civil Liabilities, page 30

6.       We note your response to comment 10 and reissue our comment in part.
In particular,
         please add a discussion here and in your risk factors regarding the
risks associated with
         the enforcement of laws with respect to your products manufacturing
and intellectual
         property in Hong Kong and China, including the ability to effect
service of process.
         Please revise this section to also discuss the costs and time
constraints associated with
         enforcement of civil liabilities. Similarly revise the risk factor
disclosure. Lastly, please
         disclose in this section, if true, that Mr. Chu is located in Hong
Kong. See disclosure on
         page 20.
Use of Proceeds, page 32

7.       We partially reissue comment 11. We note you intend to use a portion
of your proceeds to
         repay certain bank loans. Please disclose the interest rate and
maturity of this
         indebtedness in a pre-effective amendment. 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
Indebtedness, page 43

8.       We partially reissue comment 17. Please clearly discuss any material
covenants to these
         agreements. In addition, we note the disclosure that the transfer to
Mr. Lau of a 70%
         interest in Shadow Sky by an unaffiliated third party in 2022 may be
considered to have
         constituted a termination event under a credit facility. Please add
risk factor disclosure.
9.       We reissue comment 18. We note the statement on page 41 that
"historically, we have
         met our working capital and other liquidity requirements primarily
through cash generated
         from our operations, financial support from our shareholders or loans
from banking
         facilities." Please provide additional disclosure regarding this
statement, given the cash
         flows table reflects net cash flow used from operations for the past
three years, not
         generated from operations.
"Key factors affecting our performance", page 49

10.    We note your statement that your production in China has been impacted
by ongoing
       supply chain disruptions stemming from the pandemic and supplier
instability. Please
       discuss whether these disruptions have materially affected your outlook
or business goals
FirstName LastNameKevin Cox
       and quantify, to the extent possible, how your sales, profits, and/or
liquidity have been
Comapany    NameEnergys
       impacted.           Group
                  Please also     Ltd whether you have sought alternative
sourcing of your
                              disclose
Augustmaterials
        28, 2023 and
                 Pageconsider
                       3       updating your risk factor disclosure on page 29.
FirstName LastName
 Kevin Cox
FirstName LastNameKevin Cox
Energys Group Ltd
Comapany
August 28, NameEnergys
           2023        Group Ltd
August
Page 4 28, 2023 Page 4
FirstName LastName
Business, page 63

11.      We note the revisions made in response to comment 21. Please clarify
whether you have
         arrangements or agreements with the third party finance partners that
provide the
         financing in the Pay from Savings program. If so, please disclose the
material terms.
Compensation of Directors and Senior Management/Executive Personnel, page 103

12.      We note that Mr. Chu, your CFO, receives no compensation, as reflected
in the table on
         page 103. Please provide clear disclosure of the compensation
arrangement or agreement
         with Mr. Chu.
Exhibits

13.      We note your response to comment 17 but are unable to locate your
financing agreements
         among your filed exhibits. Please advise.
       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,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:      Celia Velletri