UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of January 2026
Commission
File Number: 001-41975
ENERGYS
GROUP LIMITED
(Translation
of registrant’s name into English)
Franklyn
House, Daux Road
Billingshurst,
West Sussex
RH149SJ
United
Kingdom
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form
40-F ☐
EXPLANATORY
NOTE
On
January 8, 2026, Energys Group Limited issued a press releases titled “Energys Group Announces Receipt of Determination Letter
from Nasdaq Capital Market.” A copy of the press release is furnished as Exhibit 99.1.
The
press release furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Dated:
January 8, 2026 |
ENERGYS
GROUP LIMITED |
| |
|
|
| |
By: |
/s/
Kevin Cox |
| |
Name: |
Kevin
Cox |
| |
Title: |
Chief
Executive Officer and Director |
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated January 8, 2026 |
Exhibit
99.1

Energys
Group Announces Receipt of Determination Letter from Nasdaq Capital Market
UNITED
KINGDOM, January 8, 2026 (GlobeNewswire) – Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”),
a vertically integrated energy efficiency and decarbonization solutions provider for the build environment, today announced the receipt
of a letter dated December 30, 2025 (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (“Nasdaq”). The Determination Letter indicated that the minimum market value of the Company’s listed
security (the “MVLS”) was below the required MVLS of $35 million for the past 30 consecutive business days and, as a result,
the Company did not comply with Listing Rule 5550(b)(2) (the “Rule”). Nasdaq calculates the Company’s MVLS based upon
the most recent total shares outstanding multiplied by the closing bid price.
In
accordance with Listing Rule 5810(c)(3)(C), the Company is provided 180 calendar days, or until June 29, 2026, to regain compliance with
the Rule
The
Determination Letter stated:
“If
at any time during this compliance period, the Company’s MLVS closes at $35 million or more for a minimum of ten consecutive business
days, [the staff] will provide the Company written confirmation of compliance and the matter will be closed.”
In
the event the Company does not regain compliance with the Rule prior to the expiration of the compliance period, it will receive written
notification from Nasdaq that its securities are subject to delisting. In the event that occurs, the Company may appeal the delisting
determination to a hearings panel.
“We
are cognizant of the value to our shareholders of the listing of our shares on Nasdaq given the liquidity and pricing efficiency that
the exchange provides. We pledge our best efforts towards improved performance which we believe will allow us to meet the continued listing
standards,” stated Mr. Kevin Cox, the Chief Executive Officer and an Executive Director of the Company.
About
Energys Group
Founded
in 1998 as an energy conservation consultancy, Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”)
has since transitioned into a vertically integrated energy efficiency and decarbonization solutions provider for the built environment.
Serving organizations from both the private and public sectors, including schools, universities, hospitals and offices, primarily in
the UK, the Company’s vision is to deliver innovative solutions that reduce carbon emissions, lower costs and support Net Zero
agenda – alongside improving the wellbeing of building users within the built environment.
Forward-Looking
Statements
All
statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements
involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial
trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors
can identify these forward-looking statements by words or phrases such as “may,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “potential,”
“continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you
that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from
the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings
with the SEC.
For
more information, please contact:
DLK
Advisory
Phone: +852-2857-7101
Email: ir@dlkadvisory.com