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October 12, 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. 3 to Draft Registration Statement on Form F-1
Submitted September 19, 2023
CIK No. 0001969928
Dear Lau Chi Fung:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted September 19, 2023
Capitalization, page 41
1.We note the changes made to your capitalization disclosures in response to comment 2.
Please revise to include footnote disclosure explaining the nature of the transactions
reflected in your pro forma basic and diluted earnings per share.
Ctrl Group Limited and Subsidiaries Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-6
2.We note that you have reflected advances to related parties and repayments of these
amounts as cash flows from financing activities in your consolidated statements of cash
flows for the years ended March 31, 2023 and 2022.  In this regard, the advances and
related repayments of amounts to Mr. Siu Chun Pong, Mr. Lau Chi Fung and Mr. Shum

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 October 12, 2023 Page 2
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
October 12, 2023
Page 2
Tsz Cheung appear to be included in cash flows from financing activities.  Please explain
why you believe presentation of these amounts as cash flows from financing activities
rather than as cash flows from investing activities is appropriate.  Refer to the guidance in
ASC 230-10-45.
Notes to Consolidated Financial Statements
4. Contract Assets and Liabilities, page F-18
3.Please revise the notes to your financial statements to disclose the amount of revenue
recognized during 2023 that was included in the contract liability balance at March 31,
2022.  Refer to the disclosure requirements in ASC 606-10-50-8.
Exhibit Index, page F-26
4.Please revise to indicate which exhibit(s) relate to your disclosure that "[c]ertain
provisions or terms have been omitted from the exhibit pursuant to Item 601(b)(10)(iv) of
Regulation S-K."
General
5.Please obtain and file a revised consent from your auditor that references the appropriate
financial statements and audit report date. In addition, revise the Expert section on page
104 to correctly indicate that the consolidated financial statements for the years ended
March 31, 2023 and 2022, and not March 31, 2022 and 2021, have been audited by
Kreit & Chiu CPA.
            Please 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 Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Mendelson, Esq.