SecProbe.io

CORRESP
 1
 filename1.htm

 ENERGYS
GROUP LIMITED

 March
18, 2026

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:
 Ruairi
 James Regan

 Re:
 Energys
 Group Limited

 Registration
 Statement on Form F-1

 Filed
 March 03, 2026

 File
 No. 333-293962

 Dear
Mr. Regan:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Energys Group Limited hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the
Registration Statement become effective at 4:30 p.m., Eastern Time, on March 20, 2026, or as soon thereafter as practicable.

 Very
 truly yours,

 Energys
 Group Limited

 By:
 /s/
 Michael Lau

 Name:
 Michael
 Lau

 Title:
 Chief
 Technology Officer and Executive Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 16, 2026

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

 Re: Energys Group Limited
 Registration Statement on Form F-1
 Filed March 03, 2026
 File No. 333-293962
Dear Kevin Cox:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Ruairi James Regan at 202-551-3269 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Joan S. Guilfoyle, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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September
26, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Isabel Rivera

    Re:
    Energys
    Group Limited

    Registration
    Statement on Form F-1, as amended

    Originally
    filed on December 8, 2023

    File
    No. 333-275956

    Request
    for Acceleration of Effective Date

Dear
Ms. Rivera:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), the undersigned hereby joins in the request of Energys Group Limited that the effective date of the above-referenced
Registration Statement, as amended, be accelerated so as to permit it to become effective at 5:00 pm, Eastern Time, on September 30, 2024,
or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed
form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very truly yours,

    AMERICAN TRUST INVESTMENT SERVICES, INC.

    By:

    /s/
    Kristopher Kessler

    Kristopher
    Kessler, Managing Principal

CORRESP
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Energys
Group Limited

Franklyn
House, Daux Road

Billingshurst,
West Sussex

RH149SJ

United
Kingdom

Telephone:
+44 1403 786212

Email:
Michael.lau@energysgroup.com

September
26, 2024

VIA
EDGAR

Assistant
Director

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Isabel Rivera

    Re:
    Energys
                                            Group Limited

    (SEC
    File No. 333-275956)

Dear
Sir or Madam:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Energys
Group Limited (the “Registrant”) hereby requests that Pre-Effective Amendment No. 10 to the Registrant’s Registration
Statement on Form F-1, filed with the Commission on September 24, 2024, become effective at 5:00 pm, Eastern Time, on September 30, 2024,
or as soon thereafter as possible.

The
Registrant acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please
note that this letter will be filed with the Commission via EDGAR. If you have any questions or concerns, please contact Celia Velletri,
Esq. at (303) 907-4842.

    ENERGYS
    GROUP LIMITED

    By:
    /s/
    Michael Lau

    Name:

    Michael
    Lau

    Title:
    Executive
    Director and Chief Technology Officer

    c:
    Henry
                                            F. Schlueter

    Celia
    Velletri

    Anthony
    DeMint

CORRESP
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SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

June
18, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Isabel Rivera

    Re:
    Energys Group Ltd.

    Amendment No. 6 to Registration
    Statement on Form F-1

    Filed June 3, 2024

    File No. 333-275956

Dear
Ms. Rivera:

We
represent Energys Group Limited (the “Company” or the “Registrant”) as U.S. counsel. We are filing herewith Amendment
7 to the Company’s Registration Statement on Form F-1 relating to a proposed initial public offering in the United States of the
Company’s Ordinary Shares.

The
purpose of this letter is to respond to the comment letter dated June 14, 2024 from the Division of Corporation Finance, Office of Real
Estate and Construction (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”)
relating to Amendment 6 of the Company’s Registration Statement. For your convenience, the comments have been reproduced below,
followed by the Company’s response.

Amendment
No. 6 to Registration Statement on Form S-1 filed June 3, 2024

Exhibits

1. We
                                            note your revised legal opinion filed as Exhibit 5.1 to reflect the increased primary offering
                                            size. Please revise the legal opinion to cover the overallotment. In addition, please revise
                                            the fee table in Exhibit 107 to reflect the overallotment.

Response:

In
response to this comment, a Second Revised Opinion of Harney Westwood & Riegels regarding the validity of securities being registered
is being filed as Exhibit 5.1 to Amendment 7 to the Registration Statement and a Third Revised Filing Fee Table is being filed as Exhibit
107 to Amendment 7, both having been revised to include the shares subject to the over-allotment option.

Alternate
Pages for Resale Prospectus

The
Selling Shareholders, page Alt-2

2. Please
                                            clearly disclose whether Ms. Fung Ming Pang has any relationship with the company and its
                                            affiliates.

Response:

In
response to this comment, footnote (4) to the Selling Shareholders table on page Alt-2 has been revised to include that, other than as
a beneficial 5% shareholder, Ms. Pang is unrelated to the Company and its affiliates.

U.S.
Securities and Exchange Commission

June18,
2024

Page
2

3. Please
                                            reconcile the statement in your response letter dated May 10, 2024 that “(e)ach Selling
                                            Shareholder purchased his or her shares directly from a prior shareholder of the Registrant
                                            in a private transaction and the Registrant had no involvement in any of the sales”
                                            with the additional statement in the same response letter that “pursuant to a corporate
                                            reorganization in February 2023, Sky Shadow, Mr. Cox, Mr. Adams, Mr. Lee and Mr. To, collectively,
                                            transferred 100% of the issued and outstanding shares of EGHL to the Company in exchange
                                            for the issuance by the Company of 10,680,000 Ordinary Shares to Moonglade, 600,000 Ordinary
                                            Shares to Mr. Lee and 720,000 Ordinary Shares to Mr. To.”

Response:

The
Selling Shareholders - Jumbo Tiger Global Limited (“Jumbo”), Talent Linkage Limited (“Talent”) and Bright Forever
Investments Limited (“Bright”) - are the holders of record of the resale shares. Jumbo, Talent and Bright each acquired their
shares from their sole shareholders, Mr. Ka Lok To, Mr. Siu Chung Lee and Majestic Dragon Investment Co., Ltd. (which is wholly owned
by Ms. Fung Ming Pang), respectively.

Messrs.
To and Lee each acquired their shares in exchange for their shares of Energys Group Holding Limited (“EGHL”) as part of the
corporate reorganization that took place in February 2023. (Incidentally, Messrs. To and Lee had acquired their EGHL shares from Sky
Shadow Limited, which is wholly-owned by Mr. Michael Lau, in settlement of outstanding personal loans owed to them by Mr. Lau.) Accordingly,
there is no inconsistency between the two statements quoted in the comment because the statements pertain to the record owners of the
shares in question.

The
following table illustrates the chains of ownership of the various resale shares:

    Beneficial
    Owner
    Mr.
    To
    Mr.
    Lee
    Ms.
    Pang

    Selling

    Shareholder

    Jumbo(3)

    Talent(4)

    Bright(6)

    Majestic(6)

    Date
    Transferor

    Jan 31, 2023
    Sky Shadow
      6
                                              (1)

      5
                                              (1)

    Feb 23, 2023
    Company(2)
      720,000
                                              (3)
      0
      600,000
                                              (4)
      0
      0
      0

    Jan 30, 2024
    Mr To(5)
      (30,000
                                             )(4)
      0
      30,000
                                              (4)
      0
      0
      0

    Jan 30, 2024
    Mr.
                                 To(5) /Mr. Lee(5)

      (690,000 )
      690,000
                                              (5)
      (630,000 )
      630,000  (5)
      0
      0

    Feb 1, 2024
    Moonglade(5)
      0
      0
      0
      0
      680,000  (6)
      0

    Apr 24, 2024
    Majestic(5)
      0
      0
      0
      0
      (680,000 )
      680,000
                                              (6)

      690,000

      630,000

      680,000

 (1) Page
                                            62, On Jan 31, 2023, Mr. Lau caused Sky Shadow to transfer 5 shares (representing 5%) of
                                            EGHL owned of record by it to Mr. Siu Chung Lee and 6 shares (representing 6%) of EGHL owned
                                            of record by it to Mr. Ka Lok To in settlement of outstanding personal loans made by them to Mr. Lau.

 (2) Page
                                            61 & 62, The Reorganization

 (3) Page
                                            Alt-2, Note (3)

 (4) Page
                                            Alt-2, Note (7)

 (5) Page
                                            62 & 63, Recent Private Transfers

 (6) Page
                                            Alt-2, Notes (4) & (5)

The
fact that Messrs. To and Lee originally acquired the shares now owned of record by Jumbo and Talent, respectively, pursuant to the 2023
corporate reorganization does not contradict the fact that Jumbo and Talent acquired the shares from Mr. To and Mr. Lee. After the reorganization,
all of the recipients of Company shares were free to retain or dispose of the shares as they desired and to whomever they desired, with
no input or control by the Company.

We
do not dispute that Messrs. To and Lee, as the sole shareholders of Jumbo and Talent, respectively, remain the beneficial owners of the
shares. If our reply to comment #1 in our response letter of May 10, 2024 were revised to also discuss the beneficial ownership of the
shares, it would indicate that Messrs. To and Lee, the sole shareholders of Jumbo and Talent, respectively, are the beneficial owners
of the shares and that they acquired their shares of the Company as part of a corporate reorganization in February 2023. In addition,
the discussion under “Factor 1. How Long the Shares Have Been Held” would include the statement that Messrs. To and Lee,
the beneficial owners of the resale shares held of record by their wholly-owned entities, acquired the shares in February 2023.

U.S.
Securities and Exchange Commission

June18,
2024

Page
3

Plan
of Distribution, page Alt-3

4. We
                                            note your disclosure that your selling shareholders may sell their ordinary shares using
                                            any method permitted by applicable law. Please confirm your understanding that the retention
                                            by a selling shareholder of an underwriter would constitute a material change to your plan
                                            of distribution requiring a post-effective amendment. In addition, please revise to include
                                            the undertakings under Item 512 of Regulation S-K or tell us why it is not appropriate for
                                            you to do so. Refer to Item 9 of Form F-1.

Response:

Each
of the Selling Shareholders has represented to the Company that they have no intention to retain the services of an underwriter with
respect to the offer and sale of their shares. However, if, in the future, any Selling Shareholder decides to retain an underwriter,
we understand that such retention would constitute a material change to the plan of distribution requiring the Company to file a post-effective
amendment to the Registration Statement.

In
response to the second part of this comment, we have revised Item 9 of the Registration Statement to include all relevant undertakings
under Item 512 of Regulation S-K.

If
you have any questions relating to the Registration Statement, please contact Kevin Cox, the Registrant’s Chief Executive Officer,
at his email address of kevin.cox@energysgroup.com, or Michael Lau, the Registrant’s Chief Technical Officer, at his email
address of michael.lau@energysgroup.com.

Please
copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth
above, and Ms. Velletri’s email is cv@schlueterintl.com. If you wish to speak with us, please feel free to call me at 303-292-3883
or Celia Velletri at 303-907-4842.

    Very truly yours,

    /s/ Henry
    F. Schlueter

    Henry F. Schlueter

    C:
    Energys Group Ltd.

    WWC, P.C.

United States securities and exchange commission logo
June 14, 2024
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Limited
Amendment No. 6 to Registration Statement on Form F-1
Filed June 3, 2024
File No. 333-275956
Dear Kevin Cox:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 6 to Registration Statement on Form S-1 filed June 3, 2024
Exhibits
1.We note your revised legal opinion filed as Exhibit 5.1 to reflect the increased primary
offering size. Please revise the legal opinion to cover the overallotment. In
addition, please revise the fee table in Exhibit 107 to reflect the overallotment.
Alternate Pages for Resale Prospectus
The Selling Shareholders, page Alt-2
2.Please clearly disclose whether Ms. Fung Ming Pang has any relationship with the
company and its affiliates.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Limited
 June 14, 2024 Page 2
 FirstName LastName
Kevin Cox
Energys Group Limited
June 14, 2024
Page 2
3.Please reconcile the statement in your response letter dated May 10, 2024 that "(e)ach
Selling Shareholder purchased his or her shares directly from a prior shareholder of the
Registrant in a private transaction and the Registrant had no involvement in any of the
sales” with the additional statement in the same response letter that “pursuant to a
corporate reorganization in February 2023, Sky Shadow, Mr. Cox, Mr. Adams, Mr. Lee
and Mr. To, collectively, transferred 100% of the issued and outstanding shares of EGHL
to the Company in exchange for the issuance by the Company of 10,680,000 Ordinary
Shares to Moonglade, 600,000 Ordinary Shares to Mr. Lee and 720,000 Ordinary Shares
to Mr. To."
Plan of Distribution, page Alt-3
4.We note your disclosure that your selling shareholders may sell their ordinary shares
using any method permitted by applicable law. Please confirm your understanding that the
retention by a selling shareholder of an underwriter would constitute a material change to
your plan of distribution requiring a post-effective amendment. In addition, please
revise to include the undertakings under Item 512 of Regulation S-K or tell us why it is
not appropriate for you to do so. Refer to Item 9 of Form F-1.
            Please 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

CORRESP
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filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

June 3, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Isabel Rivera

    Re:
    Energys
    Group Ltd.

    Amendment
    No. 5 to Registration Statement on Form F-1

    Filed
    May 10, 2024

    File
    No. 333-275956

Dear
Ms. Rivera:

We
represent Energys Group Limited (the “Company” or the “Registrant”) as U.S. counsel. We are filing herewith Amendment
6 to the Company’s Registration Statement on Form F-1 relating to a proposed initial public offering in the United States of the
Company’s Ordinary Shares.

The
purpose of this letter is to respond to the comment letter dated May 24, 2024 from the Division of Corporation Finance, Office of Real
Estate and Construction (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”)
relating to Amendment 5 of the Company’s Registration Statement. For your convenience, the comments have been reproduced below,
followed by the Company’s response.

Amendment
No. 5 to Form F-1 filed May 10, 2024

General

    1.
    We
    note your response to prior comment 1. First, please tell us when the shares previously held by Majestic Dragon Investment Co., Limited
    were contributed to Bright Forever Investments Limited and the consideration paid. Second, we note that at least one of the selling
    shareholders obtained their shares from the company’s controlling shareholder, Moonglade Investment Limited, instead of directly
    from the company. Please tell us how Majestic Dragon and Bright Forever, as applicable, came to learn of the controlling shareholder’s
    desire to transfer, sell, or dispose of the shares, and how Moonglade decided when to make those sales.

Response:

In
response to this comment, the Registrant supplementally informs the Staff as follows:

The
Ordinary Shares previously held by Majestic Dragon Investment Co., Limited were contributed to Bright Forever Investments Limited on
April 24, 2024 and the Preferred Shares were contributed to Bright Forever Investments Limited on April 26, 2024. The consideration
paid for the Ordinary Shares was US$1.00; the same amount was paid for the Preferred Shares. Please note that Majestic Dragon Investment
Co., Limited and Bright Forever Investments Limited are under common ownership and that, therefore, the transfer was merely a change
in record ownership, but not in beneficial ownership.

Moonglade
Investment Limited decided to sell some of its shares after it was removed as a selling shareholder. Being acquainted with the principals
of the Reselling Shareholders, Mr. Michael Lau approached them, on behalf of Moonglade, and offered to sell them some of Moonglade’s
shares. Mr. Lau agreed to register the shares for resale in conjunction with the Company’s IPO. The purchasers of the shares from
Moonglade are not affiliated with Moonglade, Moonglade’s shareholders, officers, or directors or with the Company. The purchasing
shareholders act for and on their own behalf.

U.S.
Securities and Exchange Commission

June 3, 2024

Page
2

Dividends
and Dividend Policy, page 37

    2.
    Please
    revise to include disclosure of the non-cumulative dividend right and whether the company anticipates making such payments. We note
    that your statement that you do not intend to pay dividends on page 37 only applies to ordinary shares.

Response:

In
response to this comment, the Registrant has added disclosure to the section titled “Dividends and Dividend Policy” that
clarifies that the Board of Directors does not intend to pay any dividends on our Ordinary Shares or on our Preferred Shares for the
foreseeable future and that the Preferred Shares carry a right to receive non-cumulative dividends at the rate of $0.40 per share per
annum (i.e., 8%) out of funds legally available therefor, but only when and as declared by the Board of Directors.

Exhibits

    3.
    We
    note your increased primary offering size. Please refile all exhibits revised due to the increased offering size, including the underwriting
    agreement, legal opinion, and filing fee table.

Response:

In
response to this comment, the Registrant has revised, or caused to be revised, and re-filed the following exhibits: (i) the form of underwriting
agreement as Exhibit No. 1.1; (ii) the opinion of Harney Westwood & Riegels as Exhibit 5.02; and (iii) the filing fee table as Exhibit
No. 107.

    4.

    We
    note your disclosure on page 55 regarding a second credit facility with DBS Bank (Hong Kong) Limited entered into in August 2023.
    Please provide the credit agreement as an exhibit to your registration statement, or tell us why it is not a material agreement.

Response:

In
response to this comment, the Registrant has filed the Banking Facilities Letter dated August 23, 2023 from DBS Bank (Hong Kong) Limited
to New Vision Lighting Limited as Exhibit 10.22.

Alternate
Pages for Resale Prospectus

The
Selling Shareholders, page Alt-2

    5.
    Please
    disclose the person(s) with dispositive voting control for the shares held by Bright Forever Investments Limited and, as described
    in your response letter to prior comment 1, when the transfer from Majestic Dragon Investment Co., Limited occurred.

Response:

In
response to this comment, the Registrant has amended the footnotes to the table such that footnote 4 now discloses that Bright Forever
Investments Limited is wholly owned by Ms. Fung Ming Pang, who also owns Majestic Dragon Investment Co., Ltd., and footnote 5 now discloses
that Majestic Dragon Investment Co. Limited contributed the 680,000 Ordinary Shares and the 6,800 Preferred Shares to Bright Forever
Investments Limited, which is under common ownership with it, on April 24, 2024 and April 26, 2024, respectively.

If
you have any questions relating to the Registration Statement, please contact Kevin Cox, the Registrant’s Chief Executive Officer,
at his email address of kevin.cox@energysgroup.com, or Michael Lau, the Registrant’s Chief Technical Officer, at his email
address of michael.lau@energysgroup.com.

U.S.
Securities and Exchange Commission

June 3, 2024

Page
3

Please
copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth
above, and Ms. Velletri’s email is cv@schlueterintl.com. If you wish to speak with us, please feel free to call me at 303-292-3883
or Celia Velletri at 303-907-4842.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Energys
    Group Ltd.

    WWC,
    P.C.

United States securities and exchange commission logo
May 24, 2024
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Limited
Amendment No. 5 to Registration Statement on Form F-1
Filed May 10, 2024
File No. 333-275956
Dear Kevin Cox:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 26, 2024 letter.
Amendment No. 5 to Form F-1 filed May 10, 2024
General
1.We note your response to prior comment 1. First, please tell us when the shares previously
held by Majestic Dragon Investment Co., Limited were contributed to Bright Forever
Investments Limited and the consideration paid. Second, we note that at least one of the
selling shareholders obtained their shares from the company's controlling shareholder,
Moonglade Investment Limited, instead of directly from the company. Please tell us how
Majestic Dragon and Bright Forever, as applicable, came to learn of the controlling
shareholder's desire to transfer, sell, or dispose of the shares, and how Moonglade decided
when to make those sales.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Limited
 May 24, 2024 Page 2
 FirstName LastName
Kevin Cox
Energys Group Limited
May 24, 2024
Page 2
Dividends and Dividend Policy, page 37
2.Please revise to include disclosure of the non-cumulative dividend right and whether the
company anticipates making such payments. We note that your statement that you do not
intend to pay dividends on page 37 only applies to ordinary shares.
Exhibits
3.We note your increased primary offering size. Please refile all exhibits revised due to the
increased offering size, including the underwriting agreement, legal opinion, and filing fee
table.
4.We note your disclosure on page 55 regarding a second credit facility with DBS Bank
(Hong Kong) Limited entered into in August 2023. Please provide the credit agreement as
an exhibit to your registration statement, or tell us why it is not a material agreement.
Alternate Pages for Resale Prospectus
The Selling Shareholders, page Alt-2
5.Please disclose the person(s) with dispositive voting control for the shares held by Bright
Forever Investments Limited and, as described in your response letter to prior comment 1,
when the transfer from Majestic Dragon Investment Co., Limited occurred.
            Please 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

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

May
10, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Isabel Rivera

    Re:
    Energys
    Group Ltd.

    Amendment
    No. 4 to Registration Statement on Form F-1

    Filed
    March 22, 2024

    File
    No. 333-275956

Dear
Ms. Rivera:

We
represent Energys Group Limited (the “Company” or the “Registrant”) as U.S. counsel. We are filing herewith Amendment
5 to the Company’s Registration Statement on Form F-1 relating to a proposed initial public offering in the United States of the
Company’s Ordinary Shares.

The
purpose of this letter is to respond to the comment letter dated March 26, 2024 from the Division of Corporation Finance, Office of Real
Estate and Construction (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”)
relating to Amendment 4 of the Company’s Registration Statement. For your convenience, the comments have been reproduced below,
followed by the Company’s response.

Amendment
No. 4 to Registration Statement on Form F-1 filed March 22, 2024

Cover
Page

    1.
    Given
    the substantial portion of your shares being registered for resale and the short period those shares have been held since being initially
    sold by your controlling shareholder, Moonglade, to Majestic Dragon Investment Co. Limited on February 1, 2024 and transferred to
    Mssrs. To and Lee, please provide us with an analysis of your basis for determining that it is appropriate to characterize the resale
    offering as a secondary offering under Securities Act Rule 415(a)(1)(i), as opposed to an indirect primary offering. For guidance,
    refer to Securities Act Rules Compliance & Disclosure Interpretation 612.09.

Response:

In
response to this comment, the Registrant respectfully submits that the proposed resale of the Registrant’s Ordinary Shares by the
selling shareholders (the “Selling Shareholders”) as contemplated in the Registration Statement is not an indirect
primary offering and is appropriately characterized as a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities
Act of 1933, as amended (the “Securities Act”).

In
an effort to assist registrants in determining whether an offering by selling stockholders may be characterized as a secondary offering
that is eligible to be made on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance
and Disclosure Interpretations (“C&DI; 612.09”). C&DI; 612.09 provides that “[t]he question of whether an offering
styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives proceeds”
and that consideration be given to the following factors:

    ●
    how
    long the selling stockholders have held the shares;

    ●
    the
    circumstances under which the selling stockholders have received the shares;

    ●
    the
    relationship of the selling stockholders to the issuer;

    ●
    the
    number of shares being sold;

    ●
    whether
    the selling stockholders are in the business of underwriting securities; and

    ●
    whether
    under all the circumstances it appears that the seller is acting as a conduit for the issuer.

For
the reasons set forth below, the Registrant respectfully submits that the registration and offering from time to time (the “Offering”)
of up to 2,000,000 Ordinary Shares of the Registrant is not, and should not be considered, a primary offering of the shares to the public.

Background

The
founders of the Group (defined as the Registrant and its subsidiaries) are Messrs. Michael Lau, Kevin Cox and Steven Paul Adams. Initially,
Messrs. Lau (through Sky Shadow Limited, which was, and is, 100% owned by him), Cox and Adams owned 100% of Energys Group Holdings Limited
(“EGHL”) and those three individuals also owned 100% of Moonglade Investment Limited. On January 31, 2023, Mr. Lau settled
certain debts owed by him to Mr. Siu Chung Lee and Mr. Ka Lok To by transferring five shares of EGHL owned by Sky Shadow to Mr. Siu Chung
Lee and six shares of EGHL owned by Sky Shadow to Mr. Ka Lok To. Pursuant to a corporate reorganization in February 2023, Sky Shadow,
Mr. Cox, Mr. Adams, Mr. Lee and Mr. To, collectively, transferred 100% of the issued and outstanding shares of EGHL to the Company in
exchange for the issuance by the Company of 10,680,000 Ordinary Shares to Moonglade, 600,000 Ordinary Shares to Mr. Lee and 720,000 Ordinary
Shares to Mr. To.

On
January 31, 2024, Moonglade sold 350,000 Ordinary Shares owned by it to Vibrant Sound Limited and on February 1, 2024, Moonglade sold
680,000 Ordinary Shares owned by it to Majestic Dragon Investment Co. Limited (“Majestic Dragon”). These two sales reduced
Moonglade’s ownership to 9,650,000 Ordinary Shares, or 80.4%, of our outstanding shares. In addition, on January 30, 2024, Mr.
To sold 30,000 Ordinary Shares owned by him to Mr. Lee, reducing Mr. To’s ownership to 690,000 Ordinary Shares and increasing Mr.
Lee’s ownership to 630,000 Ordinary Shares. All of the above sales were paid in full in cash. Subsequently, Mr. To contributed
all of the Ordinary Shares owned by him to Jumbo Tiger Global Limited (“Jumbo Tiger”), which is wholly-owned by Mr. To, Mr.
Lee contributed all of the Ordinary Shares owned by him to Talent Linkage Limited (“Talent Linkage”), which is wholly-owned
by Mr. Lee, and Majestic Dragon Investment Co., Limited contributed all of the Ordinary Shares owned by it to Bright Forever Investments
Limited, a British Virgin Islands company under common ownership with it.

Factor
1. How Long the Shares Have been Held

The
Registrant does not believe that the period of ownership alone warrants re-characterizing a valid secondary offering as a primary offering.
Pursuant to Compliance & Disclosure Interpretation 612.09, the length of time that the shares have been held is only one of several
factors to be considered in evaluating whether, under all the circumstances, a purported secondary offering is instead an indirect primary
offering.

The
Registrant believes that a recent purchaser can effect a valid secondary offering of the Company’s shares unless other facts, beyond
the mere length of ownership, indicate that the Selling Shareholder is acting as a conduit of the issuer. In addition, the Selling Shareholders’
shares are being registered on a Form S-1, the form for general registrations, not a Form S-3. We note that the SEC has traditionally
permitted the registration of shares for resale in so called PIPE transactions.

Factor
2. Circumstances under which the selling stockholders received the shares

Each
Selling Shareholder purchased his or her shares directly from a prior shareholder of the Registrant in a private transaction and the
Registrant had no involvement in any of the sales. The prices paid for the shares were negotiated between the Selling Shareholders and
the sellers of the shares. At the time of the purchases, the Registrant was in the process of registering the shares for resale, which
fact may have affected the purchase price of the shares, but the Registrant has no knowledge, or reason to believe, that any of the Selling
Shareholders purchased his or her shares for other than investment purposes.

In
addition, none of the Selling Shareholders has entered into any underwriting relationship or arrangement with the Registrant or received
any commission or other payment from the Registrant in connection with the resale of any of its securities and the Company will receive
no proceeds from the resale of the shares, if any, by the Selling Shareholders. These circumstances are quite distinct from those involving
a primary offering by or on behalf of the Registrant.

Rule
100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods.” The aggregate number of shares being registered on behalf of the Selling Shareholders
constitutes only 16.67% of the currently issued and outstanding Ordinary Shares of the Registrant and will constitute only 14.29% of
the issued and outstanding shares after the initial public offering if none of the over-allotment option is exercised. (See Factor 4,
below) Furthermore, the Company is not aware of any evidence that would suggest that any special selling efforts or selling methods (such
as investor presentations or road shows) by or on behalf of any of the Selling Shareholders have or are intended to take place if the
Registration Statement is declared effective.

Factor
3. The relationship of the selling stockholders to the issuer

None
of the Selling Shareholders has any relationship to the Registrant or to any of the Registrant’s officers or directors. Each Selling
Shareholder purchased his or her shares directly from a prior shareholder of the Registrant in a private transaction and the Registrant
had no involvement in any of the sales.

Furthermore,
the Registrant does not have an underwriting relationship with any of the Selling Shareholders or any contractual, legal or other relationship
that would control the timing, nature or amount of resales of the shares following the effectiveness of the Registration Statement or
even whether any shares are resold at all under the Registration Statement. To the Registrant’s knowledge, at no time have any
of the Selling Shareholders been affiliated with or acted as securities broker-dealers or representatives thereof. Further, as noted
above, the Selling Shareholders represented that they were acquiring the securities for their own accounts and not with a view to resale
or distribution.

To
the extent that any of the Selling Shareholders sells his or her shares, the Selling Shareholder will retain all proceeds from such sale(s)
and the Company will not receive any of the proceeds from any resale of the shares. Furthermore, none of the Selling Shareholders acquired
the shares under circumstances that would indicate that it was receiving compensation from the Company in connection with the resale
of the shares or that the Company had any financial interest in the resale of the shares.

Factor
4. Number of shares being sold

The
Registrant currently has 12,000,000 Ordinary Shares issued and outstanding, 2,000,000, or 16.67%, of which are being registered for resale
by the Selling Shareholders. After the Registrant’s planned initial public offering, it will have 14,000,000 Ordinary Shares issued
and outstanding if the underwriters do not exercise any of their over-allotment option and will have 14,300,000 Ordinary Shares issued
and outstanding if the underwriters exercise the over-allotment option in full. Accordingly, the Selling Shareholders’ shares will
constitute only 14.29% of the issued and outstanding shares after the initial public offering if none of the over-allotment option is
exercised and 13.99% if it is exercised in full.

The
Registrant respectfully submits that these percentages are not evidence that the resale offering should be reclassified as an indirect
primary offering.

Factor
5. Whether the selling stockholders are in the business of underwriting securities

To
the Company’s knowledge, none of the Selling Shareholders is, or ever has been, in the business of underwriting securities. Additionally,
the transfers of the Ordinary Shares covered by the Registration Statement were neither conditioned on the expected effectiveness of
the Registration Statement nor otherwise conditioned on the Selling Shareholders’ ability to resell the shares. Indeed, pursuant
to the Securities Purchase Agreements signed by the Selling Shareholders, each of the Selling Shareholders represented and warranted
that he or she was acquiring the securities for the purpose of investment and not with a view towards the sale or distribution thereof
within the meaning of the Securities Act. There is no evidence to suggest that any of those representations were false.

Factor
6. Whether under all the circumstances it appears that the seller is acting as a conduit for the issuer

The
totality of the facts and circumstances surrounding the Offering demonstrates that the Selling Shareholders are not acting as a conduit
in a distribution to the public. Rather, they are each acting for their own account as an investor in arms-length transactions. The Company
believes that the following factors weigh in favor of the conclusion that the Offering is a valid secondary offering:

    ●
    The
    Selling Shareholders acquired their shares in bona fide private transactions at purchase prices established through negotiation with
    the Sellers of the shares. The Registrant had no involvement in the transactions.

    ●
    None
    of the Selling Shareholders has any relationship to the Registrant or to any of the Registrant’s officers or directors.

    ●
    To
    the extent that any of the Selling Shareholders sells his or her shares, the Selling Shareholder will retain all proceeds from such
    sale(s) and the Company will not receive any of the proceeds from any resale of the shares.

    ●
    The
    number of shares being registered on behalf of the Selling Shareholders constitutes a small portion of the Ordinary Shares currently
    outstanding and an even smaller portion of the Ordinary Shares to be outstanding after the initial public offering.

    ●
    To
    the Registrant’s knowledge, none of the Selling Shareholders is in the business of underwriting securities and there is no
    evidence of special selling efforts or selling methods that would suggest a view to “distribution.”

Conclusion

Based
on the foregoing analysis, the Registrant believes that the registration of the Selling Shareholders’ shares for resale in the
Registration Statement is properly styled as a secondary offering eligible for registration pursuant to Rule 415(a)(1)(i) and not an
indirect primary offering.

    2.
    It
    appears that the resale offering will occur concurrently with your initial public offering. Please revise your disclosure throughout
    your registration statement to clarify when, in relation to the primary firm commitment offering, the selling shareholders are offering
    their shares, and at what price.

Response:

In
response to this comment, the Registrant has added the following disclosure, or a modified version thereof, as appropriate, to the cover
page and to pages 24 and 120 of the Prospectus and to the cover page of the Resale Prospectus:

“The
Selling Shareholders may offer Resale Shares for sale concurrently with this offering or at any time, or from time to time, thereafter.
Any sales of Resale Shares by the Selling Shareholders until our Ordinary Shares are listed or quoted on an established public trading
market will take place at a price per share that is equal to the initial public offering price of the Ordinary Shares we are selling
in our initial public offering. Thereafter, any sales will occur at prevailing market prices or at privately negotiated prices.”

Use
of Proceeds, page 35

3. Please
                                            include all of the information that may not be excluded pursuant to Rule 430A in a pre-effective
                                            amendment.

Response:

In
response to this comment, the Registrant has expanded the disclosure in the “USE OF PROCEEDS” section of the Prospectus to
include the dollar amounts intended to be used for each purpose enumerated therein.

Please
note that, in addition to the changes made in response to the above-referenced comment

United States securities and exchange commission logo
March 26, 2024
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed March 22, 2024
File No. 333-275956
Dear Kevin Cox:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-1 filed March 22, 2024
Cover Page
1.Given the substantial portion of your shares being registered for resale and the short
period those shares have been held since being initially sold by your controlling
shareholder, Moonglade, to Majestic Dragon Investment Co. Limited on February 1, 2024
and transferred to Mssrs. To and Lee, please provide us with an analysis of your basis for
determining that it is appropriate to characterize the resale offering as a secondary offering
under Securities Act Rule 415(a)(1)(i), as opposed to an indirect primary offering. For
guidance, refer to Securities Act Rules Compliance & Disclosure Interpretation 612.09.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Limited
 March 26, 2024 Page 2
 FirstName LastName
Kevin Cox
Energys Group Limited
March 26, 2024
Page 2
2.It appears that the resale offering will occur concurrently with your initial public offering.
Please revise your disclosure throughout your registration statement to clarify when, in
relation to the primary firm commitment offering, the selling shareholders are offering
their shares, and at what price.
Use of Proceeds, page 35
3.Please include all of the information that may not be excluded pursuant to Rule 430A in a
pre-effective amendment.
            Please contact 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

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

March
22, 2024

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Isabel Rivera

    Re:
    Energys
    Group Ltd.

    Amendment
    No. 4 to Registration Statement on Form F-1

    File
    No. 333-275956

Dear
Ms. Rivera,

We
represent Energys Group Ltd. (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith an amended
Registration Statement on Form F-1 (“Amendment No. 4”) relating to a proposed initial public offering in the United States
of the Company’s ordinary shares.

The
purpose of the Amendment is primarily to clarify that the Selling Shareholders (whose shares are being registered and may be sold pursuant
to the Resale Prospectus) are not subject to lock-up and to file the Form of Underwriting Agreement as Exhibit 1.1 to the Registration
Statement. We have also made a few corrections and minor revisions to the Prospectus.

If
you have any questions relating to Amendment No. 4 to the Registration Statement, please contact Kevin Cox, the Registrant’s Chief
Executive Officer, at his email address of kevin.cox@energysgroup.com, or Michael Lau, the Registrant’s Chief Technical
Officer, at his email address of michael.lau@energysgroup.com.

Please
copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth
above, and Ms. Velletri’s email is cv@schueterintl.com. If you wish to speak with us, as I am currently out of the country, please
feel free to call Celia Velletri at 303-907-4842.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    C:

    Energys
    Group Ltd.

    WWC,
    P.C.

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

March
5, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Isabel Rivera

    Re:
    Energys
    Group Ltd.

    Amendment
    No. 2 to Registration Statement on Form F-1

    Filed
    February 26, 2024

    File
    No. 333-275956

Dear
Ms. Rivera:

We
represent Energys Group Ltd. (the “Company” or the “Registrant”) as U.S. counsel. We are filing herewith the
Company’s Registration Statement on Form F-1 relating to a proposed initial public offering in the United States of the Company’s
Ordinary Shares.

The
purpose of this letter is to respond to the comment letter dated March 4, 2024 from the Division of Corporation Finance, Office of Real
Estate and Construction (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”)
relating to Amendment 2 of the Company’s Registration Statement. For your convenience, the comments have been reproduced below,
followed by the Company’s response.

Amendment
No. 2 to Registration Statement on Form F-1 filed February 26, 2024

Exhibits

    1.
    Your
revised filing fee table does not reflect a maximum offering price within the price range included in this amendment. Please revise your
filing fee table to reflect the maximum offering price of $6 per share.

Response:

In
response to this comment, the filing fee table has been revised to reflect a maximum offering price of $6 per share.

2. Please
                                            revise the legality opinion to separately opine upon the resale registration shares. Since
                                            such shares are outstanding, the opinion should be whether the shares “are”,
                                            not “will be,” legally issued, fully paid and non-assessable.

Response:

In
response to this comment, the Respondent has filed as Exhibit 5.2 an additional opinion of Harney Westwood and Riegels regarding the
Resale Shares that opines that the Resale Shares are validly issued, fully paid and non-assessable.

U.S.
Securities and Exchange Commission

March 5, 2024

Page 2

If
you have any questions relating to the Registration Statement, please contact Kevin Cox, the Registrant’s Chief Executive Officer,
at his email address of kevin.cox@energysgroup.com, or Michael Lau, the Registrant’s Chief Technical Officer, at his email
address of michael.lau@energysgroup.com.

Please
copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth
above, and Ms. Velletri’s email is cv@schlueterintl.com. If you wish to speak with us, please feel free to call me at 303-292-3883
or Celia Velletri at 303-907-4842.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Energys
    Group Ltd.

    WWC,
    P.C.

United States securities and exchange commission logo
March 4, 2024
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed February 26, 2024
File No. 333-275956
Dear Kevin Cox:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 20, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed February 26, 2024
Exhibits
1.Your revised filing fee table does not reflect a maximum offering price within the price
range included in this amendment. Please revise your filing fee table to reflect
the maximum offering price of $6 per share.
2.Please revise the legality opinion to separately opine upon the resale registration
shares. Since such shares are outstanding, the opinion should be whether the shares "are",
not "will be," legally issued, fully paid and non-assessable.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Limited
 March 4, 2024 Page 2
 FirstName LastName
Kevin Cox
Energys Group Limited
March 4, 2024
Page 2
            Please 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

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

February
26, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Isabel Rivera

    Re:
    Energys
    Group Ltd.

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

    Filed
    February 6, 2024

    File
    No. 333-275956

Dear
Ms. Rivera:

We
represent Energys Group Ltd. (the “Company” or the “Registrant”) as U.S. counsel. We are filing herewith the
Company’s Registration Statement on Form F-1 relating to a proposed initial public offering in the United States of the Company’s
Ordinary Shares.

The
purpose of this letter is to respond to the comment letter dated February 20, 2024 from the Division of Corporation Finance, Office of
Real Estate and Construction (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or
“SEC”) relating to Amendment 1 of the Company’s Registration Statement. For your convenience, the comments have been
reproduced below, followed by the Company’s response.

Amendment
No. 1 to Registration Statement on Form F-1 filed February 6, 2024

Cover
Page

1. We
                                            note the disclosure that your offering of common shares will be at an “assumed”
                                            public offering price. Please tell us whether you plan to amend prior to effectiveness to
                                            include the final offering price as opposed to an “assumed” offering price.

Response:

Please
note that the assumed offering price of $5.00 per share has been changed in Amendment 2 to a range of $4.00 to $6.00 per share. When
a final offering price has been determined, the Registrant will file an Amendment to disclose that price.

U.S.
Securities and Exchange Commission

February 26, 2024

Page 2

Primary
Offering Prospectus, page 1

2. Please
                                            revise throughout to clearly disclose the selling shareholder offering that will occur following
                                            the IPO and listing on the Nasdaq Capital Market. Add risk factor disclosure regarding the
                                            impact the selling shareholder offering may have upon the market price. In addition, please
                                            reconcile the statement on page 120 that “any shares sold by the Selling Shareholders
                                            until our Ordinary Shares are listed or quoted on an established public trading market will
                                            take place at $5.00 per share” with the disclosure on the selling shareholder prospectus
                                            cover page that “no sales of the shares covered by this prospectus shall occur until
                                            the Ordinary Shares sold in our initial public offering begin trading on the Nasdaq Capital
                                            Market.”

Response:

In
response to this comment, disclosure has been added to the Prospectus on the cover page and on pages 7, 24 and 120, including an additional
risk factor regarding the impact registration of the Resale Shares may have upon the market price of the Ordinary Shares. (Supplementally,
please note that the number of Resale Shares has been reduced from 2,350,000 to 2,000,000 shares.)

In
addition, the disclosure on the cover page of the Resale Prospectus has been revised to correspond to the disclosure on page 120 of the
primary offering prospectus.

Exhibits

3. We
                                            note the addition of the amount of securities and offering price to the cover page. Please
                                            revise the exhibits fee table.

Response:

In
response to this comment, Exhibit 107, the Fee Table, has been revised to reflect the number of securities being offered and the offering
price.

Alternate
Page for Resale Prospectus

The
Selling Shareholders, page Alt-4

4. We
                                            note that the shares being registered for resale were recently purchased in the private transfers
                                            disclosed on page 2. Please revise to disclose the price at which such shares were purchased
                                            by the selling shareholders. Please also clarify the nature of any position, office, or other
                                            material relationship which the selling shareholder has had within the past three years with
                                            the registrant or any of its predecessors or affiliates, including the party from whom the
                                            shares were purchased.

Response:

In
response to this comment, the Registrant has added disclosure to page Alt-2 of the Resale Prospectus and also to page 2 of the Public
Prospectus containing the price paid by each Selling Shareholder for its shares, the identities of the sellers and the nature
of any relationship between the Selling Shareholders and the Registrant, its affiliates and the sellers of the shares.

Supplementally, the Registrant notes
that Moonglade, which is controlled by Messrs. Cox and Lau, was willing to sell the shares to Majestic Dragon Investment Co. Limited
and Vibrant Sound Limited at a discount from the assumed initial public offering price. With respect to the Majestic Dragon sale, registration
of the shares for resale would increase the public float and thereby enable the Company to satisfy the listing requirements of the Nasdaq
Capital Market. Please also note that Mr. To's sale of shares to Mr. Lee was at the same price that Mr. To paid for the shares.

U.S.
Securities and Exchange Commission

February 26, 2024

Page 3

If
you have any questions relating to the Registration Statement, please contact Kevin Cox, the Registrant’s Chief Executive Officer,
at his email address of kevin.cox@energysgroup.com, or Michael Lau, the Registrant’s Chief Technical Officer, at his email
address of michael.lau@energysgroup.com.

Please
copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth
above, and Ms. Velletri’s email is cv@schlueterintl.com. If you wish to speak with us, please feel free to call me at 303-292-3883
or Celia Velletri at 303-907-4842.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Energys
    Group Ltd.

    WWC,
    P.C.

United States securities and exchange commission logo
February 20, 2024
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed February 6, 2024
File No. 333-275956
Dear Kevin Cox:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 4, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed February 6, 2024
Cover Page
1.We note the disclosure that your offering of common shares will be at an "assumed"
public offering price. Please tell us whether you plan to amend prior to effectiveness to
include the final offering price as opposed to an "assumed" offering price.
Primary Offering Prospectus, page 1
2.Please revise throughout to clearly disclose the selling shareholder offering that will occur
following the IPO and listing on the Nasdaq Capital Market. Add risk factor disclosure
regarding the impact the selling shareholder offering may have upon the market price. In
addition, please reconcile the statement on page 120 that "any shares sold by the Selling

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Limited
 February 20, 2024 Page 2
 FirstName LastName
Kevin Cox
Energys Group Limited
February 20, 2024
Page 2
Shareholders until our Ordinary Shares are listed or quoted on an established public
trading market will take place at $5.00 per share" with the disclosure on the selling
shareholder prospectus cover page that "no sales of the shares covered by this prospectus
shall occur until the Ordinary Shares sold in our initial public offering begin trading on the
Nasdaq Capital Market."
Exhibits
3.We note the addition of the amount of securities and offering price to the cover
page. Please revise the exhibits fee table.
Alternate Page for Resale Prospectus
The Selling Shareholders, page Alt-4
4.We note that the shares being registered for resale were recently purchased in the private
transfers disclosed on page 2. Please revise to disclose the price at which such shares were
purchased by the selling shareholders. Please also clarify the nature of any position,
office, or other material relationship which the selling shareholder has had within the past
three years with the registrant or any of its predecessors or affiliates, including the party
from whom the shares were purchased.
            Please 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

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

December
8, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Isabel Rivera

    Re:
    Energys
    Group Ltd.

    Amendment
    No. 4 to Draft Registration Statement on Form F-1

    Submitted
    November 20, 2023

    CIK
    0001971828

Dear
Ms. Rivera:

We
represent Energys Group Ltd. (the “Company” or the “Registrant”) as U.S. counsel. We are filing herewith the
Company’s Registration Statement on Form F-1 relating to a proposed initial public offering in the United States of the Company’s
Ordinary Shares.

The
purpose of this letter is to respond to the comment letter dated December 4, 2023 from the Division of Corporation Finance, Office of
Real Estate and Construction (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or
“SEC”) relating to Amendment 4 of the Company’s Draft Registration Statement. For your convenience, the comments have
been reproduced below, followed by the Company’s response.

Amendment
No. 4 to Draft Registration Statement on Form F-1 submitted November 20, 2023

Experts,
page 129

    1.

    Please
    revise to disclose that the financial statements included in your prospectus have been audited by WWC, PC, an independent registered
    public accounting firm, as of and for the years ended June 30, 2023 and 2022.

Response:

In
response to this comment, the Registrant has corrected the disclosure to reference the financial statements as of and for the years ended
June 30, 2023 and 2022.

    U.S.
                                            Securities and Exchange Commission

    December
    8, 2023

    Page
    2

If
you have any questions relating to the Registration Statement, please contact Kevin Cox, the Registrant’s Chief Executive Officer,
at his email address of kevin.cox@energysgroup.com, or Michael Lau, the Registrant’s Chief Technical Officer, at his email
address of michael.lau@energysgroup.com.

Please
copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth
above, and Ms. Velletri’s email is cv@schlueterintl.com. If you wish to speak with us, please feel free to call me at 303-292-3883
or Celia Velletri at 303-907-4842.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Energys
    Group Ltd.

    WWC,
    P.C.

United States securities and exchange commission logo
December 4, 2023
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Limited
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted November 20, 2023
CIK No. 0001971828
Dear Kevin Cox:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 the comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted November 20, 2023
Experts, page 129
1.Please revise to disclose that the financial statements included in your prospectus have
been audited by WWC, PC, an independent registered public accounting firm, as of and
for the years ended June 30, 2023 and 2022.
            Please 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.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Limited
 December 4, 2023 Page 2
 FirstName LastName
Kevin Cox
Energys Group Limited
December 4, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Celia Velletri

United States securities and exchange commission logo
October 24, 2023
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Limited
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted October 11, 2023
CIK No. 0001971828
Dear Kevin Cox:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amended Draft Registration Statement on Form F-1 submitted October 11, 2023
Risk Factors, page 11
1.As previously requested in comment 3, please clearly disclose throughout the prospectus
that the legal and operational risks associated with operating in China also apply to
operations in Hong Kong, and remove disclosure that is inconsistent with this statement,
such as in the risk factors on page 28 regarding the enactment of the law of the PRC on
Safeguarding National Security in the Hong Kong Special Administrative Region and the
limitations on legal protections in Hong Kong.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Limited
 October 24, 2023 Page 2
 FirstName LastName
Kevin Cox
Energys Group Limited
October 24, 2023
Page 2
Bank Borrowings, page 43
2.We acknowledge your response to comment 6. Please revise your disclosure to clarify, as
applicable, (i) that the shareholder guarantor of your credit facilities is Tom Ko Yuen Lau
and (ii) the relationship of that shareholder guarantor to your company, since we note that
he is currently described in your prospectus as a former shareholder of Sky Shadow
Limited. Please also revise to describe any conflicts of interest arising from these
guarantees.
3.Please clearly disclose the current interest rate as of the most recent date for the loans
discussed in this section, for those loans where you have not disclosed a fixed rate but
instead refer to the applicable current rate, a percentage added to prime, etc. Please also
disclose the duration of the DBS Bank Banking Facility, the Standard Chartered Bank
(Hong Kong) Limited loan, the China Citic Bank International Limited Facility Letter,
and the GAI Facility.
4.The Standard Chartered Bank (Hong Kong) Limited loan facility filed as Exhibit 10.15
and your accompanying disclosure on page 45 of your prospectus is missing the material
terms of the agreement (e.g., loan amount, maturity). Similarly, the 8% Promissory Notes
filed as Exhibit 4.2 are missing their material terms as they have been filed as a "form of"
promissory note. Please provide the executed versions of these agreements and ensure
your prospectus disclosure provides a description of their material terms.
Index to Consolidated Financial Statements, page F-1
5.Please update your financial statements and corresponding financial information
throughout the filing to comply with Item 8.A.4 of Form 20-F pursuant to the
requirements outlined within Item 4 of Form F-1.
            Please 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

United States securities and exchange commission logo
September 25, 2023
Kevin Cox
Chief Executive Officer
Energys Group Ltd
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Ltd
Amended Draft Registration Statement on Form F-1
Submitted September 14, 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 September 14, 2023
Risk Factors
Risks Related to Our Business Operations, page 11
1.We note the revisions made in response to comment 4.  Please revise to add the negative
cash flow from operations for the periods disclosed.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Ltd
 September 25, 2023 Page 2
 FirstName LastName
Kevin Cox
Energys Group Ltd
September 25, 2023
Page 2
Risks Related to Doing Business in Hong Kong and to Having Our Products Manufactured in
China
Limitations on our legal protections relative to our Hong Kong Subsidiaries and our products. ,
page 29
2.Please remove the mitigating language regarding your belief that a relocation would not
have a material adverse effect on your operations.  Such information is inconsistent with
other disclosure in this risk factor.
Enforceability of Civil Liabilities, page 30
3.We partially reissue comment 6.  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 China, including the ability to effect service of
process.  Please clearly disclose throughout the prospectus that the legal and operational
risks associated with operating in China also apply to operations in Hong Kong, and
remove disclosure that is inconsistent with this statement, such as in the risk factor on
page 29 regarding the limitations on legal protections in Hong Kong.
Use of Proceeds, page 32
4.We note your response to comment 7.  Please provide the bank prevailing rates for the
loans anticipated to be repaid as of a recent date.
History and Corporate Structure, page 51
5.We note your disclosure in response to comment 2.  Please state the reason for the
transfers of the Moonglade shares from Sky Shadow to Messrs. Cox and Adams.
Exhibits
6.We note a number of exhibits were filed in response to comment 13.  Please provide clear
disclosure regarding each of these material contracts.  We note, as examples only, that the
Arbuthnot credit facility discussed on pages 21 and 44 and the 8% Promissory
Notes discussed on page 43, have not been filed.  Please file these financing agreements or
tell us why they are not material contracts.
7.Please ensure that your filing includes all required exhibits and that such exhibits are filed
in a text searchable format, and to the extent applicable, with conformed signatures.  Refer
to Part II, Item 8 of Form F-1, Section 5.1 of the EDGAR Filer Manual (Volume II)
EDGAR Filing (Version 66) (June 2023), and Item 301 of Regulation S-T.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Ltd
 September 25, 2023 Page 3
 FirstName LastName
Kevin Cox
Energys Group Ltd
September 25, 2023
Page 3
            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

United States securities and exchange commission logo
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
Page 2
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.

 FirstName LastNameKevin Cox
 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
Page 4
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

United States securities and exchange commission logo
May 22, 2023
Kevin Cox
Chief Executive Officer
Energys Group Ltd
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Ltd
Draft Registration Statement on Form F-1
Submitted April 25, 2023
CIK 0001971828
Dear Kevin Cox:
            We have reviewed your 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 on April 25, 2023
Explanatory Note, page i
1.Please revise the primary prospectus to disclose the resale offering in the summary, and in
the description of the lock-up agreements.
Prospectus Summary, page 1
2.Please include the organizational chart on page 51 in your prospectus summary.  Please
also clearly describe the reorganization and consider providing a diagram reflecting the
organizational chart before the reorganization.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Ltd
 May 22, 2023 Page 2
 FirstName LastNameKevin Cox
Energys Group Ltd
May 22, 2023
Page 2
3.Please revise your risks and challenges section to expand upon the risks related to your
operations in Hong Kong.  For example, specifically discuss risks arising from the legal
system in China and Hong Kong, including risks and uncertainties regarding the
enforcement of laws.
4.Please disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business.  State whether you or your
subsidiaries are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied.  Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (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, page 10
5.We note your risk factor disclosure on page 20 that "the Company lacks adequately
trained accounting personnel with appropriate United States generally accepted
accounting principles (US GAAP) expertise."  Please expand your disclosure to detail the
risk that this presents to investors and provide details regarding the third-party consultant
that the company has hired.  Please also specifically state the level of US GAAP expertise
of those who were responsible for the preparation of your financial statements.
6.Please include a separate risk factor addressing the risks to investors of having your LED
products, product components, and associated products manufactured in China.
7.It appears that four of your operating subsidiaries are engaged in real estate investments,
each owning office units it rents in Hong Kong.  Please add risk factor disclosure
regarding the risks to investors resulting from your real estate holdings.
8.We note the statement on the cover page that following this offering you will be a
controlled company as defined under NYSE American Company Guide Section 801(a)
and the disclosure in the summary on page 7 regarding the implications of being a
controlled company.  Please provide clear disclosure of the risks related to being a
controlled company.
9.Please expand upon the risks associated with doing business in Hong Kong and China,
including regulatory, liquidity and enforcement risks.
Enforceability of Civil Liabilities, page 29
10.Please revise this section to also discuss more the limitations on investors being able to
effect service of process and enforce civil liabilities in China.  Please revise the
discussions in this section to discuss the costs and time constraints associated with

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Ltd
 May 22, 2023 Page 3
 FirstName LastNameKevin Cox
Energys Group Ltd
May 22, 2023
Page 3
enforcement of civil liabilities.  Also, please add risk factor disclosure.  Lastly, please
identify each officer and director located in Hong Kong or China.
Use of Proceeds, page 31
11.We note you intend to use a portion of your proceeds to repay certain promissory notes
and bank loans.  Please disclose the interest rate and maturity of this indebtedness.  To the
extent the indebtedness incurred within the past year, please disclose the uses to which the
proceeds of such indebtedness were put.  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, page
36
12.Please discuss your auditor's doubt as to your ability to continue in existence as a going
concern, and add risk factor disclosure.
13.Please expand the discussion regarding the impact of inflation on page 48, and the risk
factor on page 14, if your operations have been materially impacted by recent inflationary
pressures.  In this regard, please identify the types of inflationary pressures you are facing
and how your business has been affected.
14.We note several references in the risk factors to supply chain issues and the use of
proceeds allocates funds to "counter the global supply chain pressures."  Please discuss
whether supply chain disruptions materially affect your outlook or business goals.
Specify whether these challenges have materially impacted your results of operations or
capital resources and quantify, to the extent possible, how your sales, profits, and/or
liquidity have been impacted.  To the extent material, please add a separate risk factor.
15.Please expand your discussion of interest rates on page 49 to describe their impact on your
financial condition, including your balance sheet.  For example, given rising rates,
describe any resulting impacts on your inventory, accounts payable, long-term debt, or
accrued expense balances.  Expand your disclosure to describe how you are funding these
additional costs.
16.We note the disclosure that the significant decrease in revenues was primarily a result of
the negative impact of the COVID-19 pandemic.  Please provide more specificity as to the
factors related to COVID-19 that resulted in decreased revenues, such as cancellation of
customer contracts, postponement of contract work, global supply chain issues, lack of
new customer contracts, etc.
17.We note the disclosure regarding your indebtedness as discussed beginning on page 42.
We also note the disclosure in the risk factors section regarding financial and operational
covenants in your secured financing arrangements.  Please clearly discuss any material
covenants to these agreements.  Please also file these financing agreements as exhibits, or
provide your analysis as to why they are not material.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Ltd
 May 22, 2023 Page 4
 FirstName LastNameKevin Cox
Energys Group Ltd
May 22, 2023
Page 4
18.We note the statement that "historically, we have met our working capital and other
liquidity requirements primarily through cash generated from our operations and loans
from banking facilities."  Please provide additional disclosure regarding this
statement, given the cash flows table on page 40 reflect net cash flow used from
operations for the past three years, not generated from operations.
19.We note the statement on page 42 that "We had no material defaults in our bank
borrowings, nor did we breach any material financial covenants in our facility letters
during the fiscal years ended June 30, 2021 and 2022."  Please clarify whether there were
any defaults or breaches of financial covenants.
Business, page 63
20.We note your risk factor disclosure on page 10 regarding the company's recent "increased
difficulty in hiring sufficient permanent employees to support [its] operations."  Please
expand your human capital disclosure on page 90 to describe, if applicable, any measures
that the company has taken to manage this recent difficulty.  Refer to Item 101(c)(2)(ii) of
Regulation S-K.
21.Please expand your discussion of the Pay From Savings program.  Clarify whether this
program is operational and clarify whether such program involves a third party.  If not,
clarify how this is consistent with the statement on page 74 that "although we do not
provide any financing or funding programs directly to our clients, we advise as to a range
and structure of possible funding programs with unrelated third parties."
Management, page 96
22.We note your disclosure on page 104 regarding the contractual agreements of directors
Peter Walder, Kevin Cox, Michael Lau, and Steven Paul Adams.  Please file those
agreements as exhibits to your registration statement if they are required in your home
country or are otherwise publicly disclosed.
Principal and Selling Shareholders, page 105
23.We note that you have attributed beneficial ownership of Moonglade Investment Limited
based upon the percentages of ownership of that company.  Please revise to attribute to
each person with dispositive voting control of Moonglade the entire amount of shares held
by Moongladen Investment Limited, as required by Rule 13d-3 of the Exchange Act.
24.You state that “[u]nless otherwise noted below, the address of each person listed on the
table is Franklyn House, Daux Road, Billingshurst, West Sussex RH149SJ United
Kingdom.”  You also that some of your holders may be located elsewhere, such as
Moonglade Investment Limited and Sky Shadow Limited, which you state are organized
under the laws of the British Virgin Islands.  Please disclose the address of each person or
entity offering to sell shares.  Please also disclose the percentage and number of record

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Ltd
 May 22, 2023 Page 5
 FirstName LastName
Kevin Cox
Energys Group Ltd
May 22, 2023
Page 5
holders of the company’s ordinary shares that are residents of the United States.  See Part
I, Items 7.A.2 and 9.D.1 of Form 20-F and Item 4(a) of Form F-1.
Certain Cayman Islands Considerations, page 110
25.Please reconcile your statement here that you "currently intend to comply with the NYSE
American Company Guide in lieu of following home country practice after the closing of
this offering" with your statement on page 8 that "[f]ollowing this offering, [you] will rely
on home country practice to be exempted from certain of the corporate governance
requirements of the NYSE American."
Exhibits
26.We note that your exhibit list contains placeholders for various documents to be filed as
"form of" documents.  Please confirm that you will be filing final, executed versions of
your exhibits prior to effectiveness.  Refer to Item 601 of Regulation S-K.
27.Please file the consents of the director nominees identified on page 96, as required by
Rule 438 of Regulation C.
Resale Prospectus, page Alt-1
28.Please reconcile the statement that "[a]ny shares sold by the Minority Shareholders
pursuant to this prospectus until our Ordinary Shares are listed or quoted on an established
public trading market will take place at US$[], which is the public offering price of the
Ordinary Shares we are selling in our initial public offering" with the statement that "[n]o
sales of the shares covered by this prospectus shall occur until the Ordinary Shares sold in
our initial public offering begin trading on the NYSE American."
            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