UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 40-F/A

(Amendment No. 3)

[ ] REGISTRATION STATEMENT
PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13(a)
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



|For the fiscal year ended March 31, 2019 |  | Commission File Number: 001-35400
|---------------------------------------- |  | ---------------------------------





JUST ENERGY GROUP INC.

(Exact name of Registrant as specified in its charter)

|Canada(Province or other Jurisdiction of
Incorporation or Organization)                                                                                                                                                                                                                                                                                                                                                                          | 4924
(Primary Standard Industrial
Classification CodeNumber) | Not Applicable
(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------ | ---------------------------------------------------
|6345 Dixie Road, Suite 200
        Mississauga, Ontario, Canada L5T 2E6
        (905) 670-4440(Address and telephone number of Registrant's principal executive offices)
        
        Just Energy (U.S.) Corp.
        5251 Westheimer Road, Suite 1000
        Houston, Texas 77056
        (855) 694-8529(Name, address (including zip code) and telephone number
        (including area code) of agent for service in the United States)



_________________

Securities registered or to be registered pursuant to Section 12(b)
of the Act:

|Title of Each ClassCommon Shares, No Par Value
        8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual
        Preferred Shares | Trading Symbol(s)
        JE
        JE.PR.A | Name of Each Exchange on Which RegisteredNew York Stock Exchange
        New York Stock Exchange
|----------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------------------------------------------
|Securities registered or to be registered pursuant to Section 12(g) of the Act:None                                                                  
|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None                                                       
|For annual reports, indicate by check mark the information filed with this Form:                                                                     
|[X]  Annual information form                                                                                                                          | [X]  Audited annual financial statements    



Indicate the number of outstanding shares
of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:









The Registrant had 149,595,952 Common
Shares outstanding and 4,662,165 Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares outstanding as
at March 31, 2019



Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒No ☐

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act. ☐









Explanatory Note

On May 22, 2019, Just Energy Group
Inc. (the “Registrant”) filed its annual report on Form 40-F for the fiscal year ended March 31, 2019 (the “Original
Annual Report”). On June 3, 2019, the Registrant filed Amendment No. 1 to the Annual Report (“Amendment No. 1”).
On August 19, 2019, the Registrant filed Amendment No. 2 to the Annual Report (“Amendment No. 2”). This Amendment No.
3 to the Annual Report (“Amendment No. 3,” and together with the Original Annual Report, Amendment No. 1 and Amendment
No. 2, the “Annual Report”) is being filed solely to correct an inadvertent typographical error contained in the Report
of Independent Registered Public Accounting Firm in Exhibit 1.3 to Amendment No. 2, together with the consent of Ernst & Young
LLP, as well as certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

Other than
as expressly set forth above, this Amendment No. 3 does not, and does not purport to, update or restate the information in any
Item of the Annual Report or reflect any events that have occurred after the Annual Report was filed. The filing of this Amendment
No. 3 shall not be deemed an admission that the Annual Report, when filed, included any untrue statement of a material fact or
omitted to state a material fact necessary to make a statement therein not misleading.











UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

| | A. | Undertaking
| | -- | -----------

The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the
SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F
arises or transactions in said securities.

| | B. | Consent to Service of Process
| | -- | -----------------------------

The Registrant has previously filed with the SEC a Form F-X in
connection with its common shares. Any change to the name or address of the agent for service of process shall be communicated
promptly to the SEC by an amendment to the Form F-X.

EXHIBITS

The following exhibits are filed as part
of this Annual Report:

|Number | Document                                                                                                                                                                                                                                                    
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1*   | Annual Information Form for the year ended March 31, 2019                                                                                                                                                                                                   
|1.2*   | Management's Discussion and Analysis for the year ended March 31, 2019                                                                                                                                                                                      
|1.3**  | Audited Consolidated Financial Statements for the year ended March 31, 2019, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, including the report of the auditors thereon
|23.1** | Consent of Ernst & Young LLP                                                                                                                                                                                                                                
|31.1** | Certification of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                  
|32.1** | Certification of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                  
|101*   | Interactive Data File                                                                                                                                                                                                                                       





* Previously filed

** Filed herewith



2





SIGNATURE

Pursuant to the requirements of the Exchange
Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report
to be signed on its behalf by the undersigned, thereto duly authorized.

|                       |     | JUST ENERGY GROUP INC.          
|---------------------- | --- | --------------------------------
|                       |     |                                 
|                       |     |                                 
|Dated: August 20, 2019 | By: | /s/ Jim Brown                   
|                       |     | Name: Jim Brown                 
|                       |     | Title:   Chief Financial Officer