SecProbe.io

Mail Stop 4631

March 20, 2018

Via E -mail
Mr. Carl Weatherley -White
 Chief Financial Officer
VivoPower International PLC
91 Wimpole Street, Marylebone
London W1G 0EF
United Kingdom

Re: VivoPower International PLC
 Form 20-F for the year ended March 31, 2017
Filed August 1, 2017 as amended on August 1, 2017
File No. 1 -37974

Dear Mr. Weatherley -White :

We have reviewed  your February 26 , 2018  response to our comment  letter  and have the
following comment s.  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 busine ss days by providing the requested
information or advis e 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 January 30,
2018  letter .

Form 20 -F for the fiscal year ended March 31, 2017

2.2.12 Revenue Recognition, page F -12

1. We note your res ponse to comment two.  You indicate that no cost s of sales are
associated with development fees , but we note from your response that you provide all
management, administration, registry, secretarial, marketing, financial control and
compliance services related to construction of the projects through to s ubstantial
completion .  Please tell us what consideration you gave to paragraph 97 of IFRS 15 in
making the determination that no costs of sales are ass ociated with development fees.

Mr. Carl Weatherley -White
VivoPower International PLC
March 20, 2018
Page 2

 2. Your response also indicates that control of the NC-31 and NC -47 was transferred to
external third -party investors on July 29, 2016 and October 25, 2016, respectively, with
two wholly -owned subsidiaries of VivoPower retaining equity interests of 14.45% and
10% respectively, in these projects.   We refer to page 82 of your F -4 filed on August 24,
2016, which indicates that the Tax Equity Investment by Firstar and the Equity Capital
Contribution from NES would both be contributed to VivoPower upon achieving
commercial operation (COD) for NC -31.  Given this disclosure, please e xplain to us how
you determined that control was transferred on July 29, 2016, while COD was achieved
in March 2017.  Please provide a similar analysis and timetable for NC -47 as well.

14. Investments, page F -24

3. We note in your response that you now oper ate the two North Carolina projects on behalf
of the investors.  Please tell us and expand future disclosures to discuss the services you
provide and how you are accounting for the revenues and costs associate d with operating
the projects.

4. Given the sig nificance of your investments, please include critical accounting estimate
disclosure in your future 20 -F filings which describes how you will monitor the carrying
value of these investments to assess for impairment, as you note in your disclosure on
page F-24.

You may contact Mindy Hooker at (202) 551 -3732, Kevin Stertzel at (202) 551 -3723 or
me at (202) 551 -3768 with any questions.

Sincerely,

/s/ John Cash

        John Cash
Branch Chief
Office of Manufacturing and
Construction