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ESGL
Holdings Limited

101
Tuas South Avenue 2

Singapore
637226

February
2, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance,

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Timothy S. Levenberg, Esq.

    Re:
    ESGL
    Holdings Limited

    Amendment
    No. 3 to Registration Statement on Form F-1

    Filed
    January 12, 2024

    File
    No. 333-274586

Dear
Mr. Levenberg:

ESGL
Holdings Limited (the “Company”, “we”, “us” or “our”) hereby
transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated January 26, 2024, regarding the Company’s Amendment No. 3 to Registration
Statement on Form F-1 (the “Registration Statement”) previously filed with the Commission on January 12, 2024.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 4 to the Registration
Statement (“Amendment No. 4”) which is being submitted to the Commission concurrently with the submission of this
letter.

Amendment
No. 3 to Form F-1

Exhibits

Exhibit 5.1, page 1

1. Each
                                            of numbered assumptions 5 through 10 of Schedule 2 to the legality opinion appears to be
                                            overly broad. Please obtain and file a revised opinion without those assumptions, or provide
                                            an explanation as to why each of those assumptions would be appropriate. Counsel may assume
                                            in a legality opinion that representations of officers and employees are correct as to questions
                                            of fact, including with regard to these items. On the other hand, counsel may not assume
                                            any of the material facts underlying the opinion or any readily ascertainable facts. See
                                            Staff Legal Bulletin No. 19 at Section II.B.3.a.

RESPONSE:
The Company has filed an updated legal opinion as Exhibit 5.1 to Amendment No. 4 in response to the Staff’s comment. With respect
to the Staff’s comment to delete assumptions 6 to 8, please see the explanation below as to why we believe these assumptions are
appropriate.

Assumption
6: that the
                  Company has not (i) received notice of any stop notice under Order 50 of the Grand Court Rules in respect of any of
                  its shares or (ii) issued any restrictions notice under the Companies Act (as revised) of the Cayman Islands (Companies
                  Act) in respect of the registration of the beneficial ownership of any of its shares, which restrictions notice
                  has not been withdrawn by the Company or ceased by court order.

Response: Cayman counsel
to the Company could not obtain any Cayman search nor through public means in the Cayman Islands regarding this point, so they are required
to include this assumption in order for them to opine on the “issue of shares”.

  Assumption
  7:
  that (i) any meetings
  at which the Resolutions were passed were duly convened and had a duly constituted quorum present and voting throughout and any Resolutions
  passed in writing were adopted in accordance with the law and the Constitutional Documents, (ii) all interests of the directors of
  the Company on the subject matter of the Resolutions, if any, were declared and disclosed in accordance with the law and Constitutional
  Documents, (iii) the Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect
  at the date of this opinion, and (iv) the directors of the Company have concluded that the transactions approved by the Resolutions
  are bona fide in the best interests of the Company and for a proper purpose of the Company.

  Response: This
  assumption relates to compliance with the necessary corporate formalities (and the absence of any irregularities) and Cayman counsel
  is unable to verify these corporate formalities through the board resolutions. Therefore, they are required to include this assumption
  in order for them to opine on the “issue of shares”.

  Assumption
  8:
  that (i) the Certificate
  of Incumbency and the Register of Directors and Officers accurately reflect the names of all directors and officers of the Company,
  and (ii) (i) the Certificate of Incumbency and the Register of Members accurately reflect the names of all members of the Company,
  as at the dates the Resolutions were passed or adopted and as at the date of this opinion.

  Response: This
  assumption is in relation to a statement of fact that is not readily ascertainable since Cayman counsel is not be able to obtain any
  Cayman search nor through public means in the Cayman Islands to verify these information. However, they are required to review the
  resolutions in order for them to opine on the “issue of shares”, so they are required to include this assumption.

Compensation
of Directors and Executive Officers, page 66

    2.
    Please
    provide updated compensation disclosure for the fiscal year ended December 31, 2023. See Item 4.a of Form F-1 and Form 20-F, Item
    6.B. We also note the compensation disclosure for 2021 and 2022 which appears under “Related party transactions” in Note
    20 of the Notes to the Consolidated Financial Statements at page F- 124.

RESPONSE:
The Company has provided updated compensation disclosure on page 66 of Amendment No. 4 in response to the Staff’s comment.

We
thank the Staff in advance for its review of the foregoing and Amendment No. 3. If you have further comments, we ask that you forward
them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

    Very
    truly yours,

    /s/
    Quek Leng Chuang

    Quek
    Leng Chuang,

    Chairman
    of the Board and Chief Executive Officer