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CORRESP
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Primega
Group Holdings Limited

September
10, 2024

VIA
EDGAR

Mr.
Benjamin Holt

Ms.
Brigitte Lippmann

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Primega
    Group Holdings Limited

    Draft
    Registration Statement on Form F-1

    Submitted
    August 19, 2024

    CIK
    No. 0001966678

Dear
Sir/Madam,

Primega
Group Holdings Limited (the “Company,” “we,” or “us”) hereby responds to the
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated September 4, 2024, regarding its Draft Registration Statement on Form F-1, submitted on August 19, 2024.

Concurrently
with the submission of this letter, the Company is filing the registration statement on Form F-1 (the “Registration Statement”)
and certain exhibits via EDGAR with the Commission. The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Draft
Registration Statement on Form F-1 Submitted August 19, 2024

Selling
Shareholders, page 62

 1. Please
                                            include the address of each selling shareholder and disclose the nature of any position,
                                            office or other material relationship that the selling shareholder has had within the past
                                            three years with the company or any of its predecessors or affiliates. See Part I Item 9.D.1
                                            of Form 20-F.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 62 of the Registration Statement accordingly.

 2. Please
                                            identify in the footnotes to the table the persons who have voting or dispositive power over
                                            the shares being offered.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 62 of the Registration Statement accordingly.

 3. Please
                                            described in this section the initial transaction(s) relating to the shares being offered
                                            for resale, including the date the securities were issued by the company to the selling shareholders.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 62 of the Registration Statement accordingly.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Kyle Leung, Esq., or Clement Au, Esq of CFN Lawyers LLC, at +852 3468 7093 and +852 3468 6938.

    Very
    truly yours,

    /s/ Kan Chi Wai

    Name:
    Kan
    Chi Wai

    Title:
    Chief
    Executive Officer of the Company

    cc:
    Kyle Leung, Esq.

                                                         Clement
                                            Au, Esq.

    CFN
Lawyers LLC