SecProbe.io

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

December
5, 2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:

    Roma
                                            Green Finance Ltd

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

    Submitted
    November 24, 2023

    File
    No. 333-272555

Dear
Ms. Beukenkamp,

Please
accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Amendment No. 3 to the Company’s Registration Statement on Form F-1 filed with the Commission on November 24, 2023
(the “Registration Statement”). The Company is concurrently filing with the Commission Amendment No. 4 to the Registration
Statement (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments.

For
your convenience, the comments have been reproduced below, followed by the Registrant’s response.

Amendment
No. 3 to Form F-1 filed November 24, 2023

Exhibits

    1.
    Please
    have counsel revise Exhibit 5.1 to opine on the correct number of shares being offered by the company and each of the selling shareholders.
    Please also explain why counsel has included the shares to be sold by Top Elect in the underwritten offering within the definition
    of “IPO Shares.” Because such shares are currently outstanding, counsel should opine that these shares are (as opposed
    to “will be”) validly issued, fully-paid and non-assessable. Please also fill in the brackets contained in the opinion,
    as it appears that this is the final, signed opinion of counsel.

    Response:

    A
    revised opinion is included in the Revised Registration Statement in response to this comment.

    2.
    Please
    tell us why the scope of Opinion 5.2 is limited to compliance with Hong Kong laws from 1 April 2021 to 31 March 2023, as specified
    in paragraph B.

    Response:

    A
    revised opinion is included in the Revised Registration Statement in response to this comment to cover the period from April 1, 2021
    through November 30, 2023. The opinion is limited to November 30, 2023 based upon the date of the searches Robertsons
    was required to obtain to issue the opinion.

    3.
    Please
    have counsel revise exhibit 8.2 to remove the language stating that the opinion may not be relied upon by any other persons or corporate
    entities other than  Nasdaq. Purchasers of securities in the offering are entitled to rely on the opinion. Please also have
    counsel execute the opinion.

    Response:

    A
    revised opinion is included in the Revised Registration Statement in response to this comment.

    4.
    Please
    have counsel revise Exhibit 23.5 to consent to the filing of counsel’s opinion as an exhibit to the registration statement.
    This exhibit consents only to the filing of the consent as an exhibit.

    Response:

    A
    revised consent is included in the Revised Registration Statement in response to this comment

The
Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as
possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to
contact the undersigned at (303) 868-3382.

Thank
you for your review.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Roma
    Green Finance Limited