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June 29, 2023
Lau Chi Fung
Chief Executive Officer
CTRL Group Limited
Unit F, 12/F, Kaiser Estate Phase 1,
41 Man Yue Street, Hunghom,
Kowloon, Hong Kong
Re:CTRL Group Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted June 14, 2023
CIK No. 0001969928
Dear Lau Chi Fung:
            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.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted June 14, 2023
Cover Page
1.We note your response to comment 1 and reissue. We note your disclosure that your
structure involves unique risks to investors in this offering and your cross reference to
your risk factor for a detailed discussion of such risks. Please revise your cover page to
disclose that Chinese regulatory authorities could disallow this structure, which would
likely result in a material change in your operations and/or a material change in the value
of the securities you are registering for sale, including that it could cause the value of such
securities to significantly decline or become worthless. Provide a cross-reference to your

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 Comapany NameCTRL Group Limited
 June 29, 2023 Page 2
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Lau Chi Fung
CTRL Group Limited
June 29, 2023
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detailed discussion of risks facing the company and the offering as a result of your
structure.
2.We note your response to comment 4 and reissue in part. Please revise to clarify your
disclosure, if true, to state that Kreit & Chiu CPA LLP is headquartered in Los Angeles,
California. In this regard, we note that your current disclosure states that "Kreit & Chiu
CPA LLP is not headquartered in Los Angeles, California."
3.We note your response to comment 5 and reissue in part. Please revise to state on the
cover page in the dividend discussion paragraph, as you do on page 2, that "[t]here have
been no other transfers, dividends, or distributions between the holding company, and its
subsidiaries, or to investors, as of the date of the prospectus." Additionally, please revise
to provide a cross-reference to the consolidated financial statements.
4.We note your response to comment 8 and reissue in part. Please revise the cover page to
state, if true, that you may be deemed a controlled company under Nasdaq listing
standards and, as a result, may elect not to comply with certain corporate governance
requirements. Please also include a cross reference to the applicable risk factor on page
30.
Prospectus Summary
Our Business, page 1
5.We note your response to comment 11 and reissue in part. Please revise to discuss any tax
consequences relating to dividends paid by the holding company and expand your
discussion about restrictions or limitations on foreign exchange to describe any
restrictions and limitations on your ability to distribute earnings from the company,
including your subsidiary to parent company and U.S. investors. In this regard, we note
that your disclosure only discusses tax consequences and restrictions relating to
your Hong Kong subsidiary.
Certain Regulatory Matters, page 4
6.We note your response to comment 10 and reissue in part. Please revise your disclosure
about the possible ramifications if you did become subject to PRC laws/authorities to
include that you may experience delisting of securities.
Risk Factor, page 13
7.We note your response to comment 17. Please revise to further clarify your definition of
"recurring clients."

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 June 29, 2023 Page 3
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
June 29, 2023
Page 3
8.We note your response to comment 20 and reissue in part. We note your risk factors on
pages 21 and 23 discuss the risks associated with the recent statements by the PRC
government due to long arm provisions under the current PRC laws and regulations
including that "results of operations could be adversely affected as well as materially
decrease the value of [y]our Shares, potentially rendering it worthless."  Please revise to
further acknowledge the risk that any such action could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors.
Capitalization, page 41
9.Your disclosures in Note 15 to your audited financial statements and elsewhere in the
filing indicate that on May 2, 2023, you declared aggregate dividends of HK$ 5,000,000
and HK$ 3,000,000 to your shareholders of record as of December 31, 2022 and March
31, 2023, respectively.  Please revise your capitalization disclosures to give pro forma
effect to the payment of these dividends.
Related Party Transactions, page 89
10.We note your response to comment 28. With respect to related party transactions
involving indebtedness, revise to disclose amounts outstanding as of the latest practicable
date. See Item 7.B.2 of Form 20-F. In this regard, we note your disclosure on page 59 that
your loan agreement with The Bank of East Asia was secured by personal guarantees
including that of Mr. Shum Tsz Chung.
General
11.We note your response to comment 31 and reissue. Please have your counsel
revise exhibit 23.2 to consent to both the prospectus discussion of counsel's opinions and
to being named in the registration statement.
            You may contact Aamira Chaudhry at 202-551-3389 or Linda Cvrkel at 202-551-3813 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Donald Field at 202-551-3680 with any other
questions
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Mendelson, Esq.