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January 16, 2024
Mohanraj Ramasamy
Chief Executive Officer
SRIVARU Holding Limited
2nd Floor, Regatta Office Park, West Bay Road
P.O. Box 10655
Grand Cayman, KY1-1006
Cayman Islands
Re:SRIVARU Holding Limited
Draft Registration Statement on Form F-1
Submitted on December 22, 2023
CIK 0001973368
Dear Mohanraj Ramasamy:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Draft Registration Statement on Form F-1 submitted on December 22, 2023
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the selling securityholders acquired their shares, and the price that the
public securityholders acquired their shares and warrants. Disclose that while the selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.

 FirstName LastNameMohanraj Ramasamy
 Comapany NameSRIVARU Holding Limited
 January 16, 2024 Page 2
 FirstName LastNameMohanraj Ramasamy
SRIVARU Holding Limited
January 16, 2024
Page 2
2.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•We note the references throughout the registration statement to "this F-4".
•You state on page 11 that you “expect” to start commercial production of the Prana
Grand in the "second half of 2023." Update this statement to reflect the current status
of the project.
•We note references to "DTC determines prior to the completion of the Business
Combination."
•We note references to "Certain Unaudited Prospective Financial Information."
3.Please update your beneficial ownership information on page 90.
Cover Page
4.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares.
Risk Factors, page 10
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
ordinary shares. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also, if applicable, disclose that even though the current
trading price is at or significantly below the SPAC IPO price, the private investors have an
incentive to sell because they will still profit on sales because of the lower price that they
purchased their shares than the public investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-3754
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameMohanraj Ramasamy
 Comapany NameSRIVARU Holding Limited
 January 16, 2024 Page 3
 FirstName LastName
Mohanraj Ramasamy
SRIVARU Holding Limited
January 16, 2024
Page 3
cc:       Rajiv Khanna