SecProbe.io

January 2, 2025
Kwok Yu Hin
Chief Executive Officer
Kepler Group Limited
Suite 3902-03, 39/F
Tower 6, The Gateway
Harbour City, Tsim Sha Tsui
Hong Kong
Re:Kepler Group Limited
Draft Registration Statement on Form F-1
Submitted December 6, 2024
CIK No. 0002000208
Dear Kwok Yu Hin:
            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
General
1.Please revise your filing to update your financial statements for compliance with Item
8 of Form 20-F. Specifically, once the audited financial statements are greater than
nine months old, the inclusion of unaudited financial statements covering at least the
first six months of your fiscal year ended March 31, 2025 are required.

January 2, 2025
Page 2
2.Please disclose the basis for the following assertion about your competitive position,
"[a]ccording to relevant industry data, we ranked around 5th in the 2nd Tier among all
insurance brokerage company in Hong Kong in terms of revenue in 2023." In
particular, discuss the source of the industry data and tell us whether Kepler, or any of
its affiliates, commissioned the preparation of the industry data.
Cover Page
3.Please disclose on the cover page the name of your auditor and the location of its
headquarters.
Prospectus Summary
Our Strategy, page 1
4.We note that you hope to develop new markets in Southeast Asia. We further note that
you have reserved 30% of the proceeds from this offering to fund your expansion in
Southeast Asia. In an appropriate portion of this summary, discuss the extent to which
Kepler currently does business in areas of Southeast Asia beyond Hong Kong.
Similarly clarify the extent to which your current product issuers offer insurance or
other products in other parts of Southeast Asia.
Our Corporate History, page 1
5.Please clarify your disclosure regarding the development of your business, in which
you rely on an extensive network of channels, to clarify the extent to which your
company does business with channels that have not contracted with Kepler or its
subsidiaries. Also, clarify the extent to which your referral channels can engage in
referrals for competitors or directly with your insurance company partners. Make
conforming changes throughout the registration statement.
Risks Related to Doing Business in Hong Kong, page 3
6.In your summary of risk factors, disclose the risks that your corporate structure and
being based in or having the majority of the company’s operations in China poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the
prospectus. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that
rules and regulations in China can change quickly with little advance notice; and the
risk that the Chinese government may intervene or influence your operations at any
time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. Acknowledge
any risks that any actions by the Chinese government to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.

January 2, 2025
Page 3
Regulatory Permission, page 4
7.Please revise your disclosure to describe the consequences to you and your investors
if you or your subsidiaries inadvertently conclude that the permissions or approvals
described in this section are not required.
Risk Factors, page 10
8.We note that a number of significant policies and governance procedures are in the
process of being developed, largely at the direction of your CEO, Mr. Kwok Yu Hin.
Add a risk factor that addresses the fact that many of your risk management
governance structures will be untested at the time you become a public company. For
example, we note that you do not describe a related party transaction policy that has
been fully developed and documented.
Management Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 45
9.Please revise to provide a detailed discussion addressing your revenue recognition
policies and specific accounting guidance followed for each type of insurance product
sold. The discussion should include how respective revenue amounts are determined
(for both brokerage commissions and recurring fees), indicating if they vary
depending on the type of insurance product sold and the term or the marketing
channel utilized or the insurance company utilized, which underwrites the respective
individual insurance policy. The timing and payment of revenues from the insurance
companies to the Company should be addressed indicating how this impacts your
recognition of revenues.
Internal Control Over Financial Reporting, page 46
10.We note your disclosure that your chief executive officer and chief financial officer
have evaluated, or caused to be evaluated under their supervision, whether or not there
were changes to your internal controls over financial reporting during the year ended
March 31, 2024 that have materially affected or are reasonably likely to materially
affect internal controls over financial reporting. We further note your disclosure that
you may have shortcomings in internal control “over the past years for the past
financial reporting.” Please revise to discuss in detail these shortcomings and disclose
whether you expect these shortcomings to result in a material weakness in your
internal control over financial reporting.
Financial Results For The Years Ended March 31, 2024 and 2023, page 49
11.Please revise this section to disclose the results of operations for each of your
reportable segments, as well as a discussion of material year-over-year changes in the
components of each segment’s profitability. For example, we note that your
professional expenses increased HK$ 528,000, or 17,600%, but that no explanation
was provided. Please also include a discussion of key variables (e.g. revenue-
generating clients, number of transactions, etc.) and any other financial measurements
management is using in managing the business. Please refer to Item 5.A of Form 20-F
and SEC Release No. 33-8350.

January 2, 2025
Page 4
Revenue, page 50
12.Please revise to provide a discussion which addresses separately the levels of revenues
recognized through and from each of the channels, referrers and the consultants for
each period presented.
Cost of Revenues, page 51
13.Please revise to provide a detailed discussion identifying each of the individual types
of costs included within “cost of revenues” for both your insurance brokerage
business and the immigration business. Your discussion should also address the
commission expenses individually paid to the channels, referrers and the consultants
and how these respective individual commission amounts have been determined,
when they are recognized and when they are paid (e.g. upfront or over a period time,
etc.) for each of the periods presented.
14.Please revise to provide a detailed discussion of the nature and terms of the broker
agreements entered into with the Product Issuers (i.e. the insurance companies) and
the agreements entered into with the Consultants.
15.Please revise, in accordance with IAS 24, to identify the company, as well as
providing a detailed discussion of the nature and terms of the agreement and the
services provided, which resulted in the material amount of commission expense paid
to this related party during the year ended March 31, 2024.
Other Income, page 52
16.Please further describe the nature and components of management fee income, how
and when this income is recognized, what types of administrative services you are
providing and how the increase in “workforce and workspace” correlates to the
increase in management fee income.
Liquidity and Capital Resources, page 53
17.Please revise to provide a discussion of the reliance on “money advances” from both
third and related parties to support daily operations, as well as indicating whether the
company expects this trend and reliance on these sources to continue.
Analysis of Items with Major Changes on the Consolidated Statements of Financial Position
as at March 31, 2024 and 2023, page 55
18.Please revise to include narrative discussion of the reasons for the changes in your
financial condition, including discussion of changes in individual line items, as
required by Item 5 of Form 20-F.
Commission and Other Payables, page 56
19.We note your reference to money advanced from third parties. Please tell us, with a
view towards enhanced disclosure, about the instances where you received advances
from these parties and how the advances differed from the advances received from
your director that is disclosed elsewhere.

January 2, 2025
Page 5
Stable Relationship with Product Issuers, page 59
20.We note your disclosure here and your risk factor disclosure on page 11 that your top
five product issuers accounted for 70.7% and 56% of your total revenue for the years
ended March 31, 2024 and 2023, respectively. Please revise to disclose the material
terms of your agreements with these product issuers, including but not limited to the
terms and termination provisions and file any contract upon which you are
substantially dependent. Please refer to Item 19 of Form 20-F.
21.We note your disclosure in the summary that you work with AXA China, BOC Group
Life and ManuaLife. Please confirm our understanding that the three named insurance
companies are among your top five product issuers. Also, please clarify how you
concluded that the identity of the remaining top five product issuers was not necessary
for an investor to understand your business. Please refer to Item 4.B.6 of Form 20-F.
Our Business Strategies, page 60
22.Please revise to provide a detailed discussion of the costs to be incurred in order to
develop and expand the business strategies identified.
Develop new geographic markets in Southeast Asia, page 60
23.Revise this section to discuss, in depth, the extent to which you currently operate in
areas of Southeast Asia, beyond Hong Kong. Discuss the extent to which your
directors, officers or existing channels have experience operating in other Southeast
Asian markets, including any relevant experience with local insurance, investing and
other laws and regulations. Please clarify which, if any, Southeast Asian countries
your management expects to target for expansion in the next 12 months.
24.In this regard, we note the several pinpointed countries on your website. Please clarify
whether you currently operate in the countries highlighted on your website, or if not,
why you have chosen to highlight such countries. Additionally, we note that your
website, www.kplga.com, appears to describe businesses and services that are not
described in your registration statement. For example, we note your statement that you
redefine [your customers'] approach to finance to provide [your customers] with the
largest platform of financial services, accounting services and legal services, and your
offerings of retirement planning, savings and investments, financial planning, and
private wealth management, all of which are not described in your registration
statement. Additionally, we note that equator-ap.com, which you list as a registered
domain name, is not a functioning website. Please explain to us and, if appropriate,
revise your disclosure to clarify the inconsistencies between the description of your
business on your website and the description of your business in this registration
statement.
25.Revise this section to clarify the source for the market data presented on the insurance
industry in Southeast Asia.
Further expand our distribution channels by selling insurance products on our online
distribution platform, page 60
Disclose the amounts invested in product development to expand your technology
platform. Please provide the status of development, including a timeline of expected 26.

January 2, 2025
Page 6
production and launch, if known, of the automated online insurance distribution
platform you describe here. Finally, describe the extent to which you are dependent on
open source code or platforms controlled by other entities.
27.Clarify the extent to which you have successfully brokered any transactions through
your online platform.
Our Business Model, page 61
28.Revise this disclosure to clarify whether your customers have a direct contractual
connection to Kepler.
Other Services, page 63
29.We note that you provide immigration services to your customers. Please clarify
whether the immigration services are provided by specific channels or by employees
of Kepler.
Channels, page 63
30.Revise this section to clarify the extent that any of your 140 Referrers represent more
than 10% of your total revenue in any of the periods represented.
31.Clarify, if true, that the Consultants rely on Kepler's Insurance Brokerage License in
order to engage in their client advisory activities with the customers and product
issuers.
Quality Control, page 64
32.Revise this section to discuss the extent that Kepler, through its direct employees or
through contractors, conducts a review of the suitability analysis conducted for each
client prior to the insurance recommendation process. Also, discuss the extent that you
conduct oversight over the actions by your Consultants through the insurance
brokerage process.
Legal and Regulatory Compliance, page 66
33.We note that your insurance brokerage license expired on December 9, 2024. Revise
this section to clarify whether the license was renewed.
Related Party Transactions, page 78
34.Please revise your disclosure of the amount due from related companies to discuss the
nature of the loan and the transaction in which it was incurred.
Calls on Shares and Lien on Shares, page 81
35.We note your disclosure that "directors may make calls on the shareholders in respect
of any monies unpaid on their shares[.]" We also note that your opinion of counsel
when filed should opine that the shares to be registered in this offering are fully paid
and non-assessable. As such, please clarify your disclosure, if true, that your board
may not make calls on the shares being registered in this offering or advise.

January 2, 2025
Page 7
Representative's Warrants, page 104
36.Please clarify here and on the cover page of your prospectus who the representative is
to which you are referring when you discuss “representative’s warrants.” Further,
please revise the cover page to disclose the term of these representative warrants and
also revise your filing to describe how you plan to account for these warrants in your
consolidated financial statements.
Pricing of the Offering, page 105
37.We note your disclosure that there has been no public market for the Ordinary Shares.
Please clarify if there has been no public market for the Representative's Warrants. If
so, please describe the factors considered