SecProbe.io

CORRESP
 1
 filename1.htm

 Magnitude
International Ltd

 July
29, 2025

 VIA
EDGAR

 Mr.
Howard Efron

 Ms.
Jennifer Monick

 Mr.
Benjamin Holt

 Mr.
Jeffrey Gabor

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Magnitude
 International Ltd

 Registration Statement on Form F-1, as amended (File No. 333- 287609)

 Request for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations ("Rule 461") under the Securities Act of 1933, as amended, Magnitude International
Ltd (the "Company") hereby requests that the Securities and Exchange Commission (the "Commission") take appropriate
action to cause the above-referenced Registration Statement on Form F-1, as amended (the "Registration Statement") to become
effective at 4:00 p.m., Eastern Time, on Wednesday, July 30, 2025, or as soon thereafter as practicable.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Concord &
Sage PC.

 The
Company understands that the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined
in this request in a separate letter filed with the Commission today.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very
 truly yours,

 Magnitude
 International Ltd

 /s/ Lim Say Wei

 Name:
 Lim
 Say Wei

 Title:
 Director
 and Chief Executive Officer

CORRESP
 1
 filename1.htm

 July
29, 2025

 VIA
EDGAR TRANSMISSION

 Division
of Corporate Finance

 Office
of Real Estate & Construction

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:

 Mr.
 Howard Efron

 Ms.
 Jennifer Monick

 Mr.
 Benjamin Holt

 Mr.
 Jeffrey Gabor

 Re:
 Magnitude International Ltd (the "Company")

 Registration Statement on Form F-1 (Registration
 No. 333-287609)

 Request for Acceleration of Effective Date

 Ladies
and gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Bancroft Capital, LLC, as sole underwriter, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:00 p.m., Eastern Time, on Wednesday, July 30, 2025, or as soon thereafter as practicable,
or at such later time as the Company or its counsel may request via telephone call to the staff.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 Very truly yours,

 Bancroft Capital, LLC

 By:
 /s/
 Robert L. Malin

 Name:
 Robert L. Malin

 Title:
 Managing Director

 cc:
 Mitchell Goldsmith, Esq., Taft Stettinius & Hollister
 LLP

 Alan Gilbert, Esq., Taft Stettinius & Hollister
 LLP

CORRESP
 1
 filename1.htm

 June
10, 2025

 Via
Edgar

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:

 Howard
 Efron

 Jennifer
 Monick

 Benjamin
 Holt

 Jeffrey
 Gabor

 Re:

 Magnitude
 International Ltd

 Registration
 Statement on Form F-1

 Filed
 May 28, 2025
 File
 No. 333-287609

 Ladies
and Gentlemen:

 On
behalf of our client, Magnitude International Ltd, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "),
we submit to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
this letter setting forth the Company's response to the comments contained in the Staff's letter dated June 6, 2025 on the
Company's Registration Statement on Form F-1 filed on May 28, 2025. Concurrently with the submission of this letter, the Company
is submitting its revised registration statement on Form F-1 (the " Revised Registration Statement ") and certain exhibits
via EDGAR to the Commission.

 The
Staff's comments from its letter dated June 6, 2025 are repeated below in bold and followed by the Company's responses. We
have included page numbers to refer to the location in the Revised Registration Statement where the language addressing the comments
appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

 Registration
Statement on Form F-1 filed May 28, 2025

 General

 1.
 Given
 the substantial portion of your shares being registered for resale and the period those shares have been held since being initially
 sold to each of the Resale Shareholders, please provide us with an analysis of your basis for determining that it is appropriate
 to characterize the resale offering as a secondary offering under Securities Act Rule 415(a)(1)(i), as opposed to an indirect primary
 offering. For guidance, refer to Securities Act Rules Compliance and Disclosure Interpretation 612.09.

 The
Company respectfully submits that for the reasons more fully set forth below, the offering of the resale shares by the Resale
Shareholders is not an indirect primary offering and is appropriately characterized as a secondary offering that is eligible to be made
under Securities Act Rule 415(a)(1)(i). The Company has reviewed the guidance set forth in Securities Act Rules, Compliance and Disclosure
Interpretations, question 612.09 (" CD&I; 612.09 ") that identified six factors to be considered in determining
whether a purported secondary offering is really a primary offering. Set forth below is a brief description of the background of the
underlying transactions and an analysis of the six factors described in CD&I; 612.09.

 Concord & Sage PC. Email: info@concordsage.com

 1360 Valley Vista Dr, Suite 140, Diamond Bar CA 91765

 As
background, the Company was incorporated in the Cayman Islands on October 25, 2024 under the Cayman Islands Companies Act as an exempted
company with limited liability. Following its incorporation, the initial share was held by Mr. Lim Say Wei (our director and indirect
controlling shareholder) who subsequently transferred the initial share to his wholly owned company XJL International Limited (" XJL ").
On December 27, 2024, XJL, Beyond Merchant Limited (" Beyond Merchant "), Keystone Builders Group Limited (" Keystone
Builders "), Kingkey Holdings (International) Limited (" Kingkey "), Canningale Investments Limited (" Canningale "),
and SwiftBuild Solutions Group Limited (" SwiftBuild ") subscribed for 762,998 ordinary shares; 49,000 ordinary shares;
49,000 ordinary shares; 45,000 ordinary shares; 45,000 ordinary shares; and 49,000 ordinary shares of the Company for US$15,260; US$9,800;
US$9,800; US$9,000; US$9,000 and US$9,800 in cash, respectively. On January, 10, 2025, XJL transferred 2.7% and 3.0% of the issued share
capital of the Company to Ms. Cheng Sze Man (" Ms. Cheng ") and Mr. Chi Wai Ming Raymond (" Mr. Chi ")
for cash at par. On February 20, 2025, XJL transferred 3.4% of the issued share capital of the Company to Mr Choo Kay Chon (" Mr.
Choo ") for US$18,000. The Company completed a reorganization on March 19, 2025 whereby the entire share capital of Herlin
Pte. Ltd. (" Herlin ") and BNL Engineering Pte. Ltd. (" BNL ") were transferred to the Company's
wholly owned subsidiary, Elec Power Ltd (" Elec Power "), resulting in our Company Group being comprised of Elec Power,
Herlin and BNL as our direct and indirect wholly-owned subsidiaries, respectively. The Company issued 1 Ordinary Share credited
as fully paid to XJL as consideration. On May 27, 2025, the Company effected a 1:40 forward stock split and XJL, Beyond Merchant, KeyStone
Builders, Kingkey, Canningale, SwiftBuild, Ms. Cheng, Mr. Chi and Mr. Choo surrendered a portion of their ordinary shares to the Company,
respectively. Keystone Builders, Kingkey, SwiftBuild, Canningale, Beyond Merchant and Ms. Cheng are each a " Resale Shareholder ."

 How long the stockholders have held the shares. Each of Beyond Merchant,
Keystone Builders, Kingkey, Canningale, and SwiftBuild acquired their shares in the Company on December 27, 2024 paying the full purchase
price for their interests in the Company and bearing the full investment risk of holding the shares. Similarly, Ms. Cheng acquired her
interest on January 10, 2025. There was no certainty that there would be a successful public offering, meaning they would be minority
shareholders in a private company. It was the understanding that they would not be permitted to sell their Ordinary Shares until there
has been a successful listing. For this risk, it was agreed with the Resale Shareholders that they would be permitted to register their
shares for resale as resale shareholders contemporaneous with our initial public offering (the "Resale Shares"). It was agreed
that they can only sell their resale shares after the listing and not as part of the offering. This arrangement is intended to provide
an opportunity for investors who acquired shares in the offering to exit first. CD&I 116.19 and CD&I 139.11 contemplate that a
valid secondary offering could occur immediately following the closing of the PIPE with no minimum holding period in the event the Company
has completed the private placement of all of the securities it is registering and the investor is at market risk at the time of filing
of the resale registration statement. Since there is no mandatory holding period that must be overcome for a PIPE transaction to be followed
by a valid secondary offering and the Resale Shareholders were at market risk when they acquired their Ordinary Shares, and given that
they have all (save for Ms. Cheng) held these shares for more than six months, it is respectfully submitted, when taken as a whole, the
Ordinary Shares proffered for resale by the Resale Shareholders should be sufficient for a valid secondary offering.

 Circumstances in which the stockholders receive their shares. Each of the
Resale Shareholders acquired their shares in a bona fide sale and purchase transaction exempt from the registration requirements of the
Securities pursuant to Section 4(a)(2) thereunder. Each Resale Shareholder made standard and customary investment representations, including:
(i) purchase for investment intent with no present intention to distribute any of the securities; (ii) acknowledgment that the shares
could only be sold in compliance with the registration requirements of the Securities Act or the availability of an exemption therefrom;
and (ii) their ability to bear the economic risk of an investment in the Company's securities for an indefinite period of time.
The full purchase price for the securities was paid at the time of the acquisitions. The Resale Shareholders have taken full investment
risk with respect to the securities with no certainty of an exit strategy or avenue, on market or at all. The facts do not support a conclusion
that the Resale Shareholders acquired the securities for the purpose of distributing them on behalf of the Company. By contrast, the Resale
Shareholders purchased their shares in a bona-fide private placement transaction with customary investment and private placement representations
with no present intent to distribute any shares to any person. The fact that these shareholders have held their shares for more than six
months provides further support for the position that they are not acting as an underwriters or conduit for the sale of shares from the
Company to be public.

 Concord & Sage PC. Email: info@concordsage.com

 1360 Valley Vista Dr, Suite 140, Diamond Bar CA 91765

 The stockholders' relationship to the Company. The Resale Shareholders
are not acting on behalf of the Company with respect to the public resale of the shares and have no contractual, legal or other relationship
with the Company with respect to the timing and amount of resales of such shares. Moreover, the Resale Shareholders did not acquire the
resale shares from the Company with a view of distributing the securities as disclosed below.

 The amount of shares involved. No shares have been sold by any of the Resale
Shareholders since their bona fide initial acquisition close to seven months ago and have borne the market risk of these shares since
then. The Resale Shares registered for resale by each of the Resale Shareholders represent less than 4.67% of the Company. The Commission
has historically been concerned about the distribution of "toxic" convertible securities with floating conversion prices or
transactions involving deferred payment of purchase price by short-term investors seeking immediate resale of shares, such that the initial
purchasers were not at market risk and public shareholders were subject to substantial dilution and often substantial reductions in trading
prices. In the transactions at issue, the Resale Shareholders in general purchased their securities more than six months ago. The volume
of shares being registered for resale, standing alone, should not lead to the conclusion that the secondary transaction is a primary offer
on behalf of the Company. For example, in its response to Securities Act Forms, Compliance and Disclosure Interpretations, question 612.12,
the Staff permitted affiliates to effect a block sale of 73% of the issued outstanding shares of the issuer under Rule 415(a)(1)(i). This
interpretation makes clear that volume of shares, standing alone, does not convert a secondary transaction into a primary offering.

 Whether
the stockholders are in the business of underwriting securities. To the Company's knowledge, none of the Resale Shareholders is
in the business of underwriting securities nor are they broker dealers; rather, the Company understands that they are entities
that make private equity investments and the facts and circumstances support the conclusion that the Resale Shareholders are long-term
investors who did not purchase the securities with a view to further distribution. Similarly, the Company is not aware of any evidence
that would point to the fact that the Resale Shareholders had any plan to act in concert with a third party to effect a distribution
of the Resale Shares. Rule 100 of Regulation M defines a "distribution" as "an offering of securities, whether or not
subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering
and the presence of special selling efforts and selling methods". The Company is not aware of any evidence that would suggest that
any such special selling efforts or selling methods (such as investor presentations or road shows) by or on behalf of the Resale Shareholders
have or are currently intended to take place if the draft registration statement on Form F-1 and resale prospectus are eventually declared
effective.

 Whether under all the circumstances it appears that the seller is acting
as a conduit for the issuer. Based on the forgoing analysis, the Company respectfully submits that the facts and circumstances surrounding
the investments in the Company as it began to prepare for its initial public offering and the registration of the resale of the shares
at issue do not support the conclusion that the Resale Shareholders are acting as underwriters or as a conduit for the Company. The Company
will not receive any proceeds from the sale of Resale Shares by any Resale Shareholders. The proceeds from the sale of shares will be
used by each Resale Shareholder for its own purposes. The shares were acquired in an exempted private transaction in which the Resale
Shareholders paid the full purchase price for the shares at the time of the sale, did not acquire their shares with a view to distribution
and undertook the full economic risk of ownership of Company's securities from the date of purchase. Similarly, the Resale Shareholders
have not entered into any agreement, nor is any agreement being contemplated, whereby they would serve as underwriters in connection with
this offering and thus should not be viewed as "statutory underwriters" in connection with this offering. The decision to
offer and sell shares in the resale offering will be made by each Resale Shareholder and not by the Company.

 Based
on the foregoing, the Company respectfully submits that the resale transaction covered by the resale prospectus is a secondary
offering by the Resale Shareholders permitted under Securities Act Rule 415(a)(1)(i) and not a primary offering by the Company.

 Very
 truly yours,

 /s/
 Kyle Leung

 Name:
 Kyle
 Leung

 Partner

 Concord
 & Sage PC

 Concord & Sage PC. Email: info@concordsage.com

 1360 Valley Vista Dr, Suite 140, Diamond Bar CA 91765

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 6, 2025

Lim Say Wei
Chief Executive Officer
Magnitude International Ltd
27 Woodlands Industrial Park E1
#03-15 (Lobby B) Hiangkie Industrial Building
Singapore 757718

 Re: Magnitude International Ltd
 Registration Statement on Form F-1
 Filed May 28, 2025
 File No. 333-287609
Dear Lim Say Wei:

 We have reviewed your registration statement and have the following
comment.

 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.

Registration Statement on Form F-1 filed May 28, 2025
General

1. Given the substantial portion of your shares being registered for resale
and the
 period those shares have been held since being initially sold to each of
the Resale
 Shareholders, please provide us with an analysis of your basis for
determining that it
 is appropriate to characterize the resale offering as a secondary
offering under
 Securities Act Rule 415(a)(1)(i), as opposed to an indirect primary
offering. For
 guidance, refer to Securities Act Rules Compliance and Disclosure
Interpretation
 612.09.
 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.
 June 6, 2025
Page 2

 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 Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Kyle Leung
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

Lim Say Wei
Chief Executive Officer
Magnitude International Ltd
27 Woodlands Industrial Park E1
#03-15 (Lobby B) Hiangkie Industrial Building
Singapore 757718

 Re: Magnitude International Ltd
 Amendment No. 1 to Draft Registration Statement on Form F-1
 Submitted February 24, 2025
 CIK No. 0002046117
Dear Lim Say Wei:

 We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our January 29, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form F-1 submitted February
24, 2025
Material Cash Requirements, page 60

1. We note your response to prior comment 8. Please revise to disclose that
bank
 borrowings are secured by legal assignment of life insurance policies,
as discussed in
 Note 5 on page F-24, Note 11 on page F-29, and Note 12 on page F-72.
 March 10, 2025
Page 2
Management
Controlled Company Exemptions, page 107

2. We note your response to prior comment 10 and reissue. Please clarify
whether, to the
 extent you cease to be a controlled company under Nasdaq corporate
governance
 rules, you instead intend to rely on the foreign private issuer
exemption from certain
 of the corporate governance requirements of Nasdaq. In this regard, we
note your
 disclosure on page 32 that you will rely on home country practice to be
exempted
 from certain of the corporate governance requirements of Nasdaq as long
as you
 qualify as a foreign private issuer.
Consolidated Statements of Changes in Equity, page F-5

3. We note your response to prior comment 12. Based on your response, it
appears that
 you issued shares of Herlin for cash. We note your organization chart on
page 42 and
 your disclosure on page F-8 indicate that you own 100% of Herlin. Please
address the
 following:
 Please expand your footnote disclosure to provide more information
about this
 share issuance transaction, or tell us how you determined such
expanded
 disclosure is not necessary.
 Please clarify for us who received these shares of Herlin.
 In light of the issuance of these shares of Herlin, please tell us
how you
 determined you own 100% of Herlin as depicted in your organization
chart on
 page 42 and disclosed on page F-8.
 As it appears that you may not own 100% of Herlin, please tell us
how you
 determined it was not necessary to reflect non-controlling interest
related to this
 share issuance.
 Within your response, please reference the authoritative accounting
literature
 management relied upon.
Notes to the Consolidated Financial Statements
1. Overview
Organization and reorganization, page F-8

4. We note your response to prior comment 13 and that the reorganization is
not
 complete. Given that such reorganization is not yet complete, please
clarify how you
 determined it is appropriate to provide consolidated financial
statements for
 Magnitude International Ltd and its operating companies that reflect the
 reorganization. Additionally, please clarify for us when you expect the
reorganization
 to be completed.
5. We note your response to prior comment 14. Based on your response, it
appears that
 Mr. Lim did not own 100% of BNL for all financial statement periods
presented, but
 that you have determined that Mr. Lim controlled BNL for all financial
statements
 periods presented. Please address the following:
 Please revise your filing to include the applicable disclosures
required by IFRS
 12, or tell us how you determined additional disclosure is not
required.
 It appears that you determined it was unnecessary to reflect the
profit or loss
 March 10, 2025
Page 3

 allocated to non-controlling interests of BNL during the year ended
April 30,
 2023 because there was not a distribution of earnings. Please tell
us your basis in
 IFRS for this determination.
Item 7. Recent Sales of Unregistered Securities, page II-1

6. Please revise to disclose all issuances described under "History of
Securities
 Issuances" beginning on page 120, or advise.
General

7. We note your response to prior comment 17. Where you discuss the Selling
 Shareholders on page 110, please further revise to clarify the date on
which each of
 XJL International Ltd and Beyond Merchant Limited subscribed for and
acquired
 their ordinary shares. In this regard, we note that on page 110 you
state that
 each subscribed for and acquired their ordinary shares on November 21,
2024.
 However, elsewhere, such as on page 42 and in Part II, Item 7, the date
given is
 December 27, 2024. In addition, where you discuss the Resale
Shareholders on pages
 Alt-3 and Alt-4, please include the address for Mr. Choo Kay Chon and
disclose the
 nature of any position, office or other material relationship that Mr.
Choo Kay Chon
 has had within the past three years with the company or any of its
predecessors or
 affiliates. Finally, please describe the initial transaction relating to
the shares being
 offered for resale by Mr. Choo Kay Chon, including the date the
securities were
 issued by the company to him.
 Please contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Brigitte Lippmann at
202-551-3713 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Kyle Leung
</TEXT>
</DOCUMENT>

January 29, 2025
Lim Say Wei
Chief Executive Officer
Magnitude International Ltd
27 Woodlands Industrial Park E1
#03-15 (Lobby B) Hiangkie Industrial Building
Singapore 757718
Re:Magnitude International Ltd
Draft Registration Statement on Form F-1
Submitted January 2, 2025
CIK No. 0002046117
Dear Lim Say Wei:
            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 January 2, 2025
Cover Page
1.Please disclose that the Resale Shareholders will be offering their shares pursuant to
the Resale Prospectus at prevailing market prices or in privately negotiated prices.
2.Please revise the Resale Prospectus cover page to disclose the offering price for the
ordinary shares you and the Selling Shareholders are offering pursuant to the Public
Offering Prospectus.

January 29, 2025
Page 2
Prospectus Summary
Summary of Risk Factors, page 2
3.Please revise your Summary of Risk Factors so that it is no more than two pages, as
required by Item 3 of Form F-1 and Item 105(b) of Regulation S-K.
Risk Factors
Risks Relating to Our Ordinary Shares and This Offering
We are a "controlled company" within the meaning of the rules of Nasdaq . . ., page 32
4.Please reconcile your disclosure on page 33 that you currently do not plan to rely on
the controlled company exemptions from certain corporate governance requirements
of Nasdaq with your disclosure on page 105, which indicates that you do plan to rely
on such exemptions.
Corporate History and Structure, page 45
5.Please revise to disclose the important events leading to the company's current
corporate structure, including the Reorganization, as discussed in Note 1 on pages F-8
and F-9. Refer to Item 4.A.4 of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 49
6.Please provide a rollforward of your backlog for each of the financial statement
periods presented, or tell us why you believe such disclosure is not material. In
addition, as applicable, please quantify the backlog attributable to each of your five
largest customers and your largest customer, respectively. Finally, please disaggregate
the backlog as of April 30, 2024 by the fiscal year(s) in which you expect to recognize
the underlying revenue.
Liquidity and Capital Resources, page 55
7.Please expand your disclosure to address your plans for cash beyond the next 12
months and to briefly discuss any material unused sources of liquidity. Refer to Item
5.B. of Form 20-F.
Material Cash Requirements, page 58
8.Please revise your tabular disclosure on page 58 to disaggregate bank borrowings
from lease liabilities. In addition, please revise to disclose that bank borrowings are
secured by legal assignment of life insurance policies, as discussed in Note 5 on page
F-24 and Note 11 on page F-29.
Business
Overview, page 68
Please clarify your revenue breakdown here with your revenue breakdown in the
MD&A on page 52 and elsewhere. More specifically, here you state that during the
fiscal years ended April 30, 2023 and 2024, approximately 74.9% and 66.9% of your
revenue was derived from electrical installation projects and approximately 20.8%
and 31.5% of your revenue was derived from A&A projects, respectively. However,
on page 52 your tabular disclosure shows that during the fiscal years ended April 30, 9.

January 29, 2025
Page 3
2023 and 2024, approximately 96% and 94% of your revenue was derived from
"Greenfield and brownfield projects" (described on page F-32 as "Electrical works
and installation services") and approximately 4% and 6% of your revenue was derived
from "Ad-hoc services" (described on pages 66 and F-11 as "addition and alteration
works"), respectively.
Management
Controlled Company Exemptions, page 105
10.Please clarify whether, to the extent you cease to be a controlled company under
Nasdaq corporate governance rules, you instead intend to rely on the foreign private
issuer exemption from certain of the corporate governance requirements of Nasdaq. In
this regard, we note your disclosure on page 35 that you will rely on home country
practice to be exempted from certain of the corporate governance requirements of
Nasdaq as long as you qualify as a foreign private issuer.
Index to Consolidated Financial Statements, page F-1
11.Please tell us what consideration you gave to providing pro forma financial
information to reflect (1) the offering proceeds that underwriters have agreed to
purchase from you on a firm commitment basis, (2) dividends declared subsequent to
April 30, 2024, (3) dividends paid subsequent to April 30, 2024, and (4) the issuance
of 200,000 ordinary shares in the share capital of the subsidiary BNL Engineering
Private Limited to the director. Reference is made to Article 11 of Regulation S-X.
Consolidated Statements of Changes in Equity, page F-5
12.We note your line items for Acquisition of additional interest in a subsidiary under
common control in the Consolidated Statements of Changes in Equity and your line
item for Proceeds from issuance of ordinary shares in a subsidiary under common
control in the Consolidated Statements of Cash Flows. Please provide us with more
detail about the transactions that result in these line items. In your response, please
clarify if cash was paid or received.
Notes to the Consolidated Financial Statements
1. Overview
Organization and reorganization, page F-8
13.We note your disclosure of a series of reorganization transactions (the
“Reorganization”) beginning on page F-8. As the completion date of the
Reorganization has not yet been disclosed on page F-9, it appears that the
Reorganization may still be in process. Please clarify for us and in your filing when
you intend to complete the Reorganization, as your disclosure seems to indicate that
the reorganization is fundamental to your presentation of consolidated financial
statements.
We note your disclosure on page 7 that BNL Engineering Private Limited (“BNL”)
was established in November 2012 by Mr. Lim and a business partner and that Mr.
Lim completed the acquisition of his business partner’s entire equity stake of BNL in
2023. Please address the following:14.

January 29, 2025
Page 4
•Please tell us and revise your filing to disclose when in 2023 Mr. Lim acquired his
business partner's equity stake.
•Please tell us how much of BNL was owned by the business partner for the period
from May 1, 2022 until Mr. Lim's acquisition of the business partner's equity
stake.
•Please tell us and revise your filing to clarify if BNL was or was not under the
control of Mr. Lim for the period from May 1, 2022 until Mr. Lim's acquisition of
the business partner's equity stake. In your response, please tell us your basis in
IFRS for such determination.
•To the extent BNL was under the control of Mr. Lim for all periods presented in
your financial statements, please tell us how you determined it was unnecessary to
present non-controlling interest for the periods that BNL was not 100% owned by
Mr. Lim.
•To the extent BNL was not under the control of Mr. Lim for all periods presented
in your financial statements, please tell us and revise your filing to disclose the
accounting for the acquisition of BNL.
7. Contract assets/liabilities
Transaction price allocated to remaining performance obligations, page F-26
15.We note your disclosure of the amount of unsatisfied and partially unsatisfied
performance obligations at April 30, 2024 on page F-26. We further note your
disclosure on page 21 that your backlog was approximately S$3.42 million. Please
clarify for us why the unsatisfied and partially unsatisfied performance obligations
amounts appear to be significantly in excess of your backlog.
Exhibits
16.Please file as exhibits the material agreements or contracts made in connection
with indebtedness and other obligations and related party transactions or advise.
Refer to Item 601(b)(10) of Regulation S-K.
General
17.Where you discuss the Selling Shareholders on page 108 and the Resale Shareholders
on page Alt-3, please include the address for each selling/resale shareholder and
disclose the nature of any position, office or other material relationship that the
selling/resale shareholder has had within the past three years with the company or any
of its predecessors or affiliates. Refer to Item 9.D.1 of Form 20-F. In addition, as
applicable, please describe in each of these sections the initial transaction(s) relating
to the shares being offered for resale, including the date the securities were issued by
the company to the selling/resale shareholders.
18.Please identify in the footnotes to the each of the tables on page 108 and page Alt-4
the persons who have voting or dispositive power over the shares being offered.
19.Please include the outside back cover page of the Public Offering Prospectus,
including the dealer prospectus delivery obligation. Refer to Item 502(b) of
Regulation S-K.

January 29, 2025
Page 5
20.Please supplementally provide us with 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.
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551-
3713 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kyle Leung