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November 22, 2023
Foo Chee Weng Desmond
Director, Chairman and Chief Executive Officer
Desfran Holdings Ltd
c/o 3 Shenton Way,
Shenton House, #23-01
Singapore 068805
Re:Desfran Holdings Ltd
Draft Registration Statement on Form F-1
Submitted October 30, 2023
CIK No. 0001982961
Dear Foo Chee Weng Desmond:
            We have reviewed your draft registration statement and have the following comments.
            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.
Draft Registration Statement on Form F-1 submitted October 30, 2023
Cover Page
1.We note your disclosure that "[w]e conduct our operations primarily in Singapore, Hong
Kong and mainland China through our operating subsidiaries," that "[i]nvestors in this
offering will not directly hold equity interests in our operating subsidiaries," and that
"[t]his structure involves unique risks to investors."  Please revise your disclosure
throughout the prospectus to provide more specific and prominent disclosures about the
legal and operational risks associated with China-based companies. For additional
guidance, please see the Division of Corporation Finance’s sample letters regarding
China-specific disclosures issued by the Staff in July 2023 and December 2021.

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 2
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 2
Overview, page 2
2.Please revise and balance your corporate services income discussion to also disclose your
net income or loss for the same periods.
Prospectus Summary, page 4
3.Please disclose here, as you do on the cover page, that "Mr. Foo Chee Weng Desmond,
our Chief Executive Officer and the beneficial owner of our outstanding Class B ordinary
shares, will hold approximately []% of the voting power of our outstanding shares
following this offering . . . ."  Additionally, include a discussion of the resulting
consequences, including that Mr. Foo Chee Weng Desmond "will have considerable
influence over matters such as . . . ," as you do in your risk factor on page 24.  Further,
here and in such risk factor, disclose the specific percentage of outstanding shares that the
Mr. Foo Chee Weng Desmond must keep to continue to control general matters submitted
to shareholders for approval, pursuant to which holders of shares of Class A and Class B
common stock would vote together as a class. Lastly, revise the Corporate History and
Structure chart on page 5 to disclose and discuss the company's dual-class structure.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 49
4.We note your disclosure that the increase in corporate services income in the six months
ended March 31, 2023, as well as in fiscal year 2022, "was driven primarily by
strengthening across our core businesses as borders that had been closed in reaction to
COVID . . . ."  Please revise to reconcile with your disclosure on page 18 that "a
substantial amount of our corporate services income for the year ended September 30,
2022 were provided by two one-off transactions that are not expected to recur."  Also
reconcile with your disclosure on page 50 that the increase in gross profit margin for the
six months ended March 31, 2023 was driven in-part by "a substantial one-off transaction,
valued at US$ 500,000."  Last, to the extent that your historical results have been
materially impacted by one-off transactions that are not expected to recur, please revise
throughout your prospectus, and particularly in your risk factors and Business section, to
clarify that your historical results may not be indicative of your future business and related
income given that your historical corporate services income appears to be comprised in-
part of such one-off transactions.  For example, revise your risk factor heading entitled
"Our historical growth rate . . . " to prominently highlight the one-off transactions.
5.You attribute the increase in gross profit margin in the six months ended March 31, 2023
to several factors. However, these factors do not appear to fully explain the entire
increase. Please describe and quantify the material factors for all portions contributing to
the increase in gross profit margin.

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 3
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 3
6.Please expand your disclosure to provide quantified explanations for the changes in
payroll and employee benefits, consulting fees and maintenance fees included in other
operating expenses over the reporting periods. Refer to Item 303 of Regulation S-K.
7.Your segment reporting information disclosed on page F-22 states that you are organized
into three reportable segments. Please provide a discussion and analysis of results of
operations at the segment level. Refer to Item 303(b) of Regulation S-K.
Industry Overview, page 56
8.We note your inclusion of market projections through 2026, as well as your disclosure on
page 6 that the information provided by Frost & Sullivan "involves a number of
assumptions and limitations."  Please revise to discuss the material assumptions and
limitations with respect to such projections, and also include a risk factor discussing the
risks associated therewith.
9.To provide additional clarity for investors, please revise to define all acronyms in this
section, including your use of APAC and RoW, to clarify whether you are referring to the
Asia-Pacific region as well as the rest of the world.
Business, page 62
10.Where you disclose that you had 87 clients in Fiscal 2022, please prominently highlight
that you received a substantial portion of your corporate services income from your two
largest customers, as you state on page 65 and in your risk factors on page
19. Additionally, please revise to clarify the current state of your customer relationships
and disclose that the prior one-off transactions with your major customers are not
expected to recur, if true. In this regard, your disclosure on page 42 further indicates that
your client base changed, as you state that "[p]rior to July 2022, our headquarters were
located in Hong Kong and the majority of our business was booked out of Hong Kong."
Such disclosure also notes that that you have since moved your headquarters to Singapore
and that the corporate services income generated in Hong Kong was significantly reduced
from approximately $1.5 million for fiscal year 2022 to $340 thousand in the six months
ended March 31, 2023.
11.Where you discuss Fiscal 2022 metrics throughout the prospectus, please revise to provide
comparable disclosure for Fiscal 2021, so as to balance such disclosure as you do on page
63 where you discuss your clients in Fiscal 2021 and Fiscal 2022 with respect to financial
licensing services.  As examples only, we further note your disclosure on page 64 that
"[i]n Fiscal 2022 we helped 72 clients incorporate companies in 11 distinct jurisdictions,"
as well as your disclosure on page 65 that "[i]n Fiscal 2022, 87.1% of our corporate
services income came from clients engaging in the foreign exchange or contract for
difference brokerage business."
12.We note your disclosure that "[i]n Fiscal 2021 and Fiscal 2022 and the six months ended
March 31, 2022 and 2023, clients for whom we had helped incorporate an overseas

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 4
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 4
company accounted for 92.6%, 92.3%, 92.6% and 82.8%, respectively, of our income for
the year."  Revise to clarify whether you mean your income attributed to corporate
secretarial services as opposed to more generally your income, as it does not appear that
either your corporate secretarial services income, or income from incorporation services,
generated the majority of your income in Fiscal 2021 or Fiscal 2022.  Additionally,
provide the percentage of income generated from incorporation services compared to your
total corporate services income, to balance your disclosure pertaining to income from
licensing consultancy services in the first paragraph on page 64.
13.We note your disclosure of the number of employees as of March 31, 2023, as well as
your breakdown of your corporate services income by geographic location for the
years ended September 30, 2022 and 2021, and for the six months ended March 31, 2023
and 2022. Revise to provide such information for the last three financial years in
accordance with Item 4.B.2 and 6.D of Form 20-F.
Index to Consolidated Financial Statements, page F-1
14.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or
include the representation noted in the Instruction 2 to Item 8.A.4 as an exhibit to your
registration statement.
15.Please provide the information required by Rule 12-09 of Regulation S-X regarding your
valuation and qualifying accounts, including your provisions for doubtful accounts. Please
refer to Items 4(b) and 8(b) of Form F-1 and Item 17(a) of Form 20-F.
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-6
16.You present 1,000,000 weighted average number of ordinary shares used in computing net
income per share for fiscal years 2022 and 2021 herein, and 50,000,000 shares for the six
months ended March 31, 2023 and 2022 on page F-25. These weighted average number of
ordinary shares outstanding amounts appear to be inconsistent with the 1 ordinary share
outstanding presented in your consolidated statements of changes in shareholders’ deficit
for the corresponding periods. Please tell us how you determined these outstanding share
amounts used in computing net income (loss) per share for all reporting periods presented.

Consolidated Statements of Cash Flows, page F-8
17.You state on page F-19 that amount due from shareholder represents cash collected from
your customers by your shareholder on your behalf.  Please tell us your basis to present
the change in amount due from shareholder as cash flows from investing activities instead
of cash flows from operating activities. Refer to ASC 230-10-45-16 and 45-17.

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 5
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 5
Notes to Consolidated Financial Statements
2. Summary of significant accounting policies
Revenue recognition
License application, page F-13
18.Please describe the nature and terms of the series of tasks which are distinct and separately
identifiable included in your license application projects. Clarify whether these tasks are
separate performance obligations and provide your analysis of how you evaluate whether
each task is distinct. Refer to ASC 606-10-25-19 through 25-22. If your license
application projects have multiple performance obligations, please disclose how
transaction fees have been allocated to each performance obligation. Refer to ASC 606-
10-32-28 through 32-38.
4. Right-of-use assets and operating lease liabilities, page F-17
19.Please expand your disclosure herein and on page F-32 to include cash paid for amounts
included in the measurement of lease liabilities, segregated between operating and
financing cash flows. Refer to ASC 842-20-50-4(g).
8. Income taxes, page F-21
20.Your effective tax rate reconciliation shows a significant fluctuation in the line item “tax
effect on expenses not deductible for tax purposes” for the fiscal year ended September
30, 2022 compared to the fiscal year ended September 30, 2021. Please describe the types
of expenses included therein and explain to us the reasons for the fluctuation in the line
item and your consideration of disclosing the nature of these reconciling items in your
financial statements. Refer to the guidance in ASC 740-10-50-12.
Signatures, page II-3
21.Please revise the signature page to annotate that the registration statement will be signed
by at least a majority of your board of directors and your authorized representative in the
United States.
General
22.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 6
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 6
            Please contact Keira Nakada at 202-551-3659 or Suying Li at 202-551-3335 if you have
questions regarding comments on the financial statements and related matters. Please contact
Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mathew Lewis