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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

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Ltd
 August 28, 2023 Page 2
 FirstName LastNameKevin Cox
Energys Group Ltd
August 28, 2023
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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.

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 Comapany NameEnergys Group Ltd
 August 28, 2023 Page 3
 FirstName LastName
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
and quantify, to the extent possible, how your sales, profits, and/or liquidity have been
impacted.  Please also disclose whether you have sought alternative sourcing of your
materials and consider updating your risk factor disclosure on page 29.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Ltd
 August 28, 2023 Page 4
 FirstName LastName
Kevin Cox
Energys Group Ltd
August 28, 2023
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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