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August 17, 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. 2 to Draft Registration Statement on Form F-1
Submitted July 31, 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. 2 to Draft Registration Statement on Form F-1 submitted July 31, 2023
Risk Factor, page 13
1.We note your response to comment 7 and reissue. You revise to define "recurring clients"
on page 14 as "any current clients and clients with which [you] have previously done
business." Please revise to clarify the underlying assumptions, including limitations on the
time period used to identify recurring clients, if any.
Capitalization, page 41
2.We note your response to our prior comment number 9. Please also revise to present pro
forma EPS for the latest fiscal year and any subsequent interim period presented in your

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 August 17, 2023 Page 2
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
August 17, 2023
Page 2
financial statements reflecting dilution equivalent to the number of shares whose proceeds
will be used to pay the HK$ 8,000,000 of dividends declared on May 2, 2023.
3.We note the revisions to your capitalization disclosures in response to comment 9.  It
appears that your pro forma disclosures only give effect to the HK$ 3,000,000 dividend
declared on May 2, 2023 and do not include the HK$ 5,000,000 dividend that was also
declared on this date.  Please revise your pro forma capitalization disclosures to also
include the effect of the HK$ 5,000,000 dividend declared on May 2, 2023.  Also, please
provide footnote disclosure explaining how you calculated the US dollar amounts
disclosed in your pro forma capitalization disclosures.
Index to Consolidated Financial Statements, page F-1
4.Please amend to provide updated audited financial statements for the fiscal year ended
March 31, 2023.
            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 Jennifer Lopez Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Mendelson, Esq.