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May 30, 2023
Gary S. Jacob, Ph.D.
Chief Executive Officer
OKYO Pharma Limited
Martello Court
Admiral Park
St. Peter Port
Guernsey GY1 3HB
Re:OKYO Pharma Limited
Registration Statement on Form F-1
Filed May 17, 2023
File No. 333-272005
Dear Gary S. Jacob:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed May 17, 2023
Cover Page
1.We note your cover page states your ADSs are listed on The Nasdaq Capital market under
the symbol “OKYO” but it appears the company’s ordinary shares are now listed under
the symbol “OKYO.” We also note it appears to state in your description of the Registered
Shares on page 7, that the ordinary shares are listed under the Nasdaq Capital Market
symbol “OKYO.” Please reconcile or otherwise advise.
2.We note the news announcement in your 6-K filed May 22, 2023, that holders of ordinary
shares will receive CDIs that may be exchanged for new ordinary shares. To the extent

 FirstName LastNameGary S. Jacob, Ph.D.
 Comapany NameOKYO Pharma Limited
 May 30, 2023 Page 2
 FirstName LastName
Gary S. Jacob, Ph.D.
OKYO Pharma Limited
May 30, 2023
Page 2
that the ordinary shares being registered are the ordinary shares that may be exchanged for
CDIs, revise to clearly disclose this. Provide us your analysis of whether the exchange of
the CDIs for new ordinary shares is an offering of securities and whether an exemption
applies. If applicable, please update your Item 7 of Part II of Form F-1 information as
appropriate.
Risk Factors
Risks Related to the Ownership of Our Securities, page 31
3.We note your news announcement contained in your 6-K filed May 22, 2023, states
holders of ADSs received an equal number of ordinary shares. We also note throughout
your Prospectus you reference ADS holders. For example only, we note you discuss risks
related to holders of your ADSs starting on page 31. Please revise throughout to reflect the
ADS holders are now ordinary share holders and clearly disclose how many ordinary
shares ADSs holders received for each ADS.
General
4.We note your Form 8-A filed May 10, 2022 states your ordinary shares are "not for
trading, but only in connection with the listing of the American Depositary Shares on The
NASDAQ Stock Market LLC." Please amend your 8-A accordingly or otherwise advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-
3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler, Esq.