SecProbe.io

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 March 26, 2026

 Via EDGAR

 Division of Corporation
Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 TJGC Group Limited

 Registration Statement on Form F-1, as amended

 Initially Filed on March 12, 2026

 File No. 333-294243

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act"), Eddid Securities USA
Inc., as placement agent for the proposed public offering on a best-efforts basis of ordinary shares of TJGC Group Limited, hereby
joins in the request of TJGC Group Limited for acceleration of the effective date of the above-referenced registration statement on Form
F-1, as amended (the "Registration Statement"), so that it becomes effective as of 4:30 p.m., Eastern Time, on March 30, 2026,
or as soon thereafter as practicable.

 The undersigned has and
will comply, and it has been informed or will be informed by any participating dealers that they have complied or will comply, with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Eddid Securities USA Inc.

 By:
 /s/ Tom
 Li

 Name:
 Tom Li

 Title:
 Chief Executive Officer

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 TJGC Group Limited

 Unit F, 12/F
Kaiser Estate
Phase 1
41 Man Yue Street
Hunghom, Kowloon, Hong Kong

 March 26, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. St., N.E.

 Washington, D.C. 20549

 Re : TJGC Group Limited

 Registration Statement
on Form F-1, as amended

 Initially Filed on March
12, 2026

 File No. 333-294243

 Request for Acceleration
of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, TJGC Group Limited (the " Registrant ") hereby requests the acceleration
of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-294243 )
(the " Registration Statement ") so that it will become effective on Monday, March 30, 2026 at 4:30 p.m., Eastern
Time, or as soon thereafter as practicable.

 Very truly yours,

 TJGC GROUP LIMITED

 By:
 /s/ Bin Guo

 Name:
 Bin Guo

 Title:
 Chief Executive Officer

February 23, 2026
Bin Guo
Chief Executive Officer
TJGC Group Ltd
Unit F, 12/F, Kaiser Estate, Phase 1
41 Man Yue Street
Hunghom, Kowloon, Hong Kong
Re:TJGC Group Ltd
Draft Registration Statement on Form F-1
Submitted on February 11, 2026
CIK No. 0001969928
Dear Bin Guo:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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R.F. Lafferty & Co., Inc.

Via EDGAR

December 30, 2024

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Aamira Chaudhry

    Lyn Shenk

    Brian Fetterolf

    Mara Ransom

    Re:
    CTRL Group Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on March 15, 2024

    File No. 333-277979

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,
R.F. Lafferty & Co., Inc., as the representative of underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 2:00 p.m., Eastern Time, on Tuesday,
December 31, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we will take reasonable steps to secure adequate distribution of the
preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We have been advised
by the prospective underwriters that they have 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,

    R.F. Lafferty & Co., Inc.

    By:
    /s/ Robert Hackel

    Name:
    Robert Hackel

    Title:
    Chief Operating Officer

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CTRL GROUP LIMITED

Unit F, 12/F

Kaiser Estate

Phase 1

41 Man Yue Street

Hunghom, Kowloon, Hong Kong

December 30, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street N.E.

Washington, D.C. 20549

    Attn:
    Aamira Chaudhry

    Lyn Shenk

    Brian Fetterolf

    Mara Ranson

    Re:

    CTRL Group Limited

    Registration Statement on Form F-1

    File No. 333-277979

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, CTRL Group Limited (the “Company”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 2:00 p.m. Eastern Time on December 31, 2024, or as soon thereafter as practicable. By separate letter, the representatives
of the underwriters of the issuance of the securities being registered join this request for acceleration.

The Company hereby acknowledges that:

    (a)
    Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (b)
    The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    (c)
    The Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness
by a telephone call to Mr. Eric Mendelson of The Crone Law Group, P.C., at (917) 538-1775. We also respectfully request that a copy of
the written order from the Commission verifying the effective time and date of such Registration Statement be sent to The Crone Law Group,
P.C., attention: Eric Mendelson, via email at emendelson@cronelawgroup.com.

    Very Truly yours,

    CTRL GROUP LIMITED

    By:
    /s/ Lau Chi Fung

    Name:
    Lau Chi Fung

    Title:
    Chief Executive Officer

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June 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, DC 20549

Attn: Brian Fetterolf

  Aamira Chaudhry

 Re: CTRL Group Limited

    Amendment No. 2 to Registration Statement
on Form F-1

    Filed June 4, 2024

    File No. 333-277949

Ladies and Gentlemen:

On behalf of our client, CTRL
Group Limited, a British Virgin Islands holding company (the “Company”), we are responding to the comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in the letter dated June 12, 2024 (the “Comment Letter”), relating to the above referenced Registration
Statement on Form F-1, as amended (the “Registration Statement”). Concurrently with the submission of this letter,
the Company is filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

Set forth below are the Company’s
responses to the Staff’s comments. The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. Page references in the text of this response letter correspond to the page numbers of Amendment No. 2. In addition to addressing
the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update other disclosures.

Amendment No. 2 to Registration Statement on Form F-1 filed June
4, 2024

General

 1. We note your response to prior comment 2 that “[t]he Company’s listing on Nasdaq may have
certain requirements related to the registration of securities for resale, but the decision to register the offering is primarily driven
by regulatory compliance . . . .” Please elaborate upon the certain requirements related to your contemplated registration of securities
for resale, as well as the related “regulatory compliance” reasons that are driving the decision to register the resale offering
at this time. In this regard, we further note your response that “[t]he resale offering is not being registered at this time solely
to satisfy any Nasdaq listing requirements” (emphasis added). Please clarify and elaborate here, as your response indicates that
the resale offering is at least in-part being registered at this time to satisfy such requirements.

Response: The Company
respectfully acknowledges the Staff’s comment and provides these additional clarifications. As previously stated, at the time Mr.
Shum Tsz Cheung (“Mr. Shum”) sold the 1,750,000 resale shares (the “Shares”) to the Selling Shareholders there
was an understanding that the Shares would be registered at some future time, when it was practicable. No specific timeline was agreed
to for such registration, and the Selling Shareholders understood that they would need to hold the Shares for an indeterminate period
of time. After careful consideration, the Company determined to register the Shares at this time to satisfy these registration requirements,
while at the same time avoiding the cost and expense of filing an additional resale registration statement to register the Shares following
the initial public offering. To that end, the Company’s reference to regulatory compliance relates to the applicable regulations
related to the Company’s proper registration of the Shares for resale on behalf of the Selling Shareholders. Under the circumstances,
the Shares will also be used in the calculation of publicly held shares and market value of publicly held shares for the purpose of satisfying
Nasdaq’s initial listing requirements under Rule 5505(b)(1)(B).

 2. We further note that, in your response to our comment asking why the resale offering is being registered
at this time, you state that “[t]here was a mutual understanding between Mr. Shum Tsz Cheung and the Selling Shareholders that the
Shares would be registered to provide greater flexibility for the Selling Shareholders to exit following the Company’s initial public
offering.” Additionally, we note your disclosure on page 6 that such private sales occurred “[o]n February 27, 2024, following
the completion of the Forward Stock- Split” that you separately note was “in anticipation of and preparation for this initial
public offering.” Given the timing of the transactions and the “mutual understanding” between the parties, please reconcile
with your response that “the Selling Shareholders acquired the Shares for investment purposes and not for the purpose of resale.”

In addition, please tell us how your
controlling owner, Mr. Shum Tsz Cheung, and the Selling Shareholders determined the number of shares to be sold in the February 27, 2024
transaction relative to the number of shares to be offered in the primary offering. In this regard, we note that you are offering 2,000,000
shares in the underwritten offering and 1,750,000 in the resale offering.

Response: The Company
respectfully acknowledges the Staff’s comment and further asserts its belief that the Selling Shareholders acquired the shares for
investment purposes and not for the purpose of resale. As previously stated, Mr. Shum determined to sell the Shares to the Selling Shareholders
to raise money for other personal investment opportunities and business purposes. At the time of the sales, there was an understanding
that the Shares would be registered at some future time, when it was practicable. No specific timeline was agreed to for such registration,
and the Selling Shareholders understood that they would need to hold the Shares for an indeterminate period of time. After careful consideration,
the Company determined to register the Shares at this time to satisfy these registration requirements, while at the same time avoiding
the cost and expense of filing an additional resale registration statement to register the Shares following the initial public offering.

The Company believes that the Selling
Shareholders do not intend to sell the Shares in the immediate future. This belief is based on the fact that the Selling Shareholders
were willing to enter into voluntary lock-up agreements to restrict the resale of the Shares. However, after Nasdaq advised that securities
subject to resale restrictions for any reason are excluded from the calculation of publicly held shares and market value of publicly
held shares, the determination was made not put any restriction on the resale of the Shares.

The decision to sell 1,750,000 Shares
by Mr. Shum was based on his personal investment needs. The number of shares acquired by the Selling Shareholders was influenced by several
factors, including:

(i) the number of shares offered by
Mr. Shum,

(ii) the risk and reward associated
with investing in the Company,

(iii) the available funds of the Selling
Shareholders, and

(iv) other investment opportunities
available to the Selling Shareholders.

The 1,750,000 Shares in the resale offering
bear no specific relation to the 2,000,000 shares being offered in the underwritten offering, except that they will be used in the calculation
of publicly held shares and market value of publicly held shares for the purpose of satisfying Nasdaq’s initial listing requirements
under Rule 5505(b)(1)(B).

Having established that (i) the sales
of the Shares by Mr. Shum to the Selling Shareholders were made in arm’s-length transactions, (ii) the Selling Shareholders acquired
the Shares for investment purposes and not for the purpose of resale, (iii) there is no arrangement between any of the Selling Shareholders
and the Company to sell the Shares and the Company will not receive any proceeds from the resale of the Shares by any of the Selling
Shareholders, (iv) none of the Selling Shareholders is an affiliate of the Company or Mr. Shum, and (v) the Selling Shareholders are
not in the business of underwriting securities, the Company believes the resale portion of the offering should not be deemed an indirect
primary being conducted by or on behalf of the Company.

 3. We note your response to prior comment 3 and reissue the comment, as you continue to disclose that,
“[s]ince there is currently no public market established for our securities, the Selling Shareholders will sell at a price between
US$4.00 and US$5.00 per Ordinary Share, the price at which we sell shares in our public offering pursuant to the registration statement
of which this prospectus is a part.” On your resale prospectus cover page, revise to reconcile with your response and subsequent
disclosure stating that the Selling Shareholders will sell at prevailing market prices or in negotiated transactions or a combination
of such methods. In this regard, your disclosure continues to be inconsistent. Additionally, while we note your response that you included
a placeholder for the initial public offering price of your ordinary shares and the most recent trading price of your ordinary shares
on Nasdaq, it does not appear that you made such revisions. Please revise accordingly.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure in Amendment No. 3 to consistently reflect that sales by the Selling Shareholders
will not occur until after the completion of the initial public offering and that such sales will occur at prevailing market prices or
in negotiated transactions. Further, we have included a placeholder for the initial public offering price of our ordinary shares and the
most recent trading price of our ordinary shares on Nasdaq on page Alt-1 of Amendment No. 3.

We thank the Staff for its
review of the foregoing and believe Amendment No. 3 and the responses herein address the Staff’s comments. If we can provide any
further assistance, please do not hesitate to contact the undersigned.

 Sincerely yours,

 THE CRONE LAW GROUP P.C.

 /s/
                                  Eric Mendelson

 Eric Mendelson

cc: Lau Chi Fung

 Chief  Executive Officer

 CTRL Group Limited

United States securities and exchange commission logo
June 12, 2024
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. 2 to Registration Statement on Form F-1
Filed June 4, 2024
File No. 333-277979
Dear Lau Chi Fung:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our May 23, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed June 4, 2024
General
1.We note your response to prior comment 2 that "[t]he Company’s listing on Nasdaq may
have certain requirements related to the registration of securities for resale, but the
decision to register the offering is primarily driven by regulatory compliance . . . ." Please
elaborate upon the certain requirements related to your contemplated registration of
securities for resale, as well as the related "regulatory compliance" reasons that are driving
the decision to register the resale offering at this time. In this regard, we further note your
response that "[t]he resale offering is not being registered at this time solely to satisfy any
Nasdaq listing requirements" (emphasis added). Please clarify and elaborate here, as your
response indicates that the resale offering is at least in-part being registered at this time to
satisfy such requirements.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 June 12, 2024 Page 2
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
June 12, 2024
Page 2
2.We further note that, in your response to our comment asking why the resale offering is
being registered at this time, you state that "[t]here was a mutual understanding between
Mr. Shum Tsz Cheung and the Selling Shareholders that the Shares would be registered to
provide greater flexibility for the Selling Shareholders to exit following the Company’s
initial public offering." Additionally, we note your disclosure on page 6 that such private
sales occurred "[o]n February 27, 2024, following the completion of the Forward Stock-
Split" that you separately note was "in anticipation of and preparation for this initial
public offering." Given the timing of the transactions and the "mutual understanding"
between the parties, please reconcile with your response that "the Selling Shareholders
acquired the Shares for investment purposes and not for the purpose of resale."

In addition, please tell us how your controlling owner, Mr. Shum Tsz Cheung, and the
Selling Shareholders determined the number of shares to be sold in the February 27, 2024
transaction relative to the number of shares to be offered in the primary offering. In this
regard, we note that you are offering 2,000,000 shares in the underwritten offering and
1,750,000 in the resale offering.
3.We note your response to prior comment 3 and reissue the comment, as you continue to
disclose that, "[s]ince there is currently no public market established for our securities, the
Selling Shareholders will sell at a price between US$4.00 and US$5.00 per Ordinary
Share, the price at which we sell shares in our public offering pursuant to the registration
statement of which this prospectus is a part." On your resale prospectus cover page, revise
to reconcile with your response and subsequent disclosure stating that the Selling
Shareholders will sell at prevailing market prices or in negotiated transactions or a
combination of such methods. In this regard, your disclosure continues to be inconsistent.
Additionally, while we note your response that you included a placeholder for the initial
public offering price of your ordinary shares and the most recent trading price of your
ordinary shares on Nasdaq, it does not appear that you made such revisions. Please revise
accordingly.
            Please contact Aamira Chaudhry at 202-551-3389 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Mendelson, Esq.

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June 4, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, DC 20549

 Attn: Brian Fetterolf

Aamira Chaudhry

 Re: CTRL Group Limited

Amendment No. 1 to Registration Statement
on Form F-1

Filed May 14, 2024

File No. 333-277949

Ladies and Gentlemen:

On behalf of our client, CTRL
Group Limited, a British Virgin Islands holding company (the “Company”), we are responding to the comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in the letter dated May 23, 2024 (the “Comment Letter”), relating to the above referenced Registration
Statement on Form F-1, as amended (the “Registration Statement”). Concurrently with the submission of this letter,
the Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

Set forth below are the Company’s
responses to the Staff’s comments. The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. Page references in the text of this response letter correspond to the page numbers of Amendment No. 2. In addition to addressing
the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update other disclosures.

Amendment No. 1 to Registration Statement on Form F-1 filed May
14, 2024

Executive Compensation, page 89

 1. Revise to update this discussion for the fiscal year ended March 31, 2024, consistent with Item 6.B.
of Form 20-F. This comment also applies to your related party transaction disclosure on page 91. Refer to Item 7.B. of Form 20-F.

Response: The Company
acknowledges the Staff’s comment and has revised the executive compensation and related party transaction disclosure to include
information for the period ended March 31, 2024, on pages 90 and 92 of Amendment No.2.

General

 2. We note that you are registering for resale the shares that your existing shareholder Shum Tsz Cheung
sold to certain selling shareholders in February 2024. Please advise as to (i) why your controlling shareholder determined to sell shares
in February, the relationship of the shareholders to your controlling shareholder and how the price was determined, (ii) why the resale
offering is being registered at this time, (iii) whether the resale offering is being registered at this time to satisfy any Nasdaq listing
requirements, (iv) how you determined the number of ordinary shares being registered in connection with the resale offering, (v) how the
selling shareholders were selected to participate in this resale offering, and (vi) why you and the underwriter believe the you will be
able to successfully place the securities to be sold in the initial public offering and facilitate the creation of a public market in
your securities, despite the availability of the shares that the selling shareholders could attempt to offer and sell into such market
once trading commences, all with a view to understanding whether the resale portion of the offering should be deemed an indirect primary
being conducted by or on behalf of the issuer. Refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.

Response: The Company acknowledges
the Staff’s comment and, after careful analysis, does not believe that the resale portion of the offering should be deemed an indirect
primary offering being conducted by or on behalf of the issuer. In arriving at this conclusion, the Company has analyzed the six enumerated
factors contained in Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations (“C&DI.612.09”),
as follows:

Background

On February 27, 2024, Mr. Shum Tsz Cheung
sold an aggregate of 1,750,000 of the Company’s Ordinary Shares (the “Shares”) to Ace Mind Group Limited,
Mr. Chui Bing Sun, Mr. Ma Ka Wing, and Mr. Yeung Kwun Wai Waiman (each, a “Selling Shareholder” and, collectively,
the “Selling Shareholders”) in arm’s-length transactions. Ace Mind Group Limited, Mr. Chui Bing Sun and
Mr. Ma Ka Wing each purchased 500,000 of the Shares, and Mr. Yeung Kwun Wai Waiman purchased 250,000 of the Shares. The Shares were purchased
by the Selling Shareholders at a purchase price of US$1.00 per share, for total consideration of US$1,750,000 paid to Mr. Shum Tsz Cheung.

Factor 1: How Long the Selling Shareholders
Have Held the Shares

Each of the Selling Shareholders has
held their Shares since purchased on February 27, 2024. Since that time, the Selling Shareholders have not sold or otherwise disposed
of any of the Shares. The holding period for the Shares establishes that the Selling Shareholders acquired the Shares for investment purposes
and not for the purpose of resale. The actions of the Selling Shareholders do not demonstrate an intent to distribute the Shares on behalf
of the Company, or that the Selling Shareholders are acting as underwriters.

Factor 2: Circumstances under which
the Selling Shareholders Acquired the Shares

As mentioned above, on February 27, 2024,
Mr. Shum Tsz Cheung sold the Shares to the Selling Shareholders in arm’s-length transactions, for total consideration of US$1,750,000.
Mr. Shum Tsz Cheung sold the Shares to the Selling Shareholders to raise money for other personal investment opportunities and business
purposes.

    2

None of the Selling Shareholders have
entered into an underwriting relationship or arrangement with the Company and will not receive any commission or other payment from the
Company in connection with the resale of the Shares, if any. In addition, the Company will not receive any proceeds from the resale of
the Shares, if any, by the Selling Shareholders. The Company believes these circumstances are distinct from those involving a primary
offering by or on behalf of the Company.

Furthermore, 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 Selling Shareholders that have or are
intended to take place if the Registration Statement is declared effective.

Factor 3: The Selling Shareholders’
Relationship to the Company

The Company does not have a relationship
with any of the Selling Shareholders, and none of the Selling Shareholders are an affiliate of the Company. Further, the Company does
not have an underwriting relationship with the Selling Shareholders or any contractual, legal, or other relationship that would control
the timing, nature or amount of resales of the Shares following the effectiveness of the Registration Statement, or even whether any such
Shares are resold at all under the Registration Statement. To the Company’s knowledge, at no time has any of the Selling Shareholders
been affiliated with or acted as a securities broker-dealer or representative thereof.

The Company does not believe that the
registration rights that the Company granted to the Selling Shareholders are indicative of any desire of the Selling Shareholders to sell
or distribute the resale shares on behalf of the Company. The Company did not grant the registration rights for purpose of conducting
an indirect primary offering. At the time Mr. Shum Tsz Cheung sold the Shares to the Selling Shareholders, there was a mutual understanding
between Mr. Shum Tsz Cheung and the Selling Shareholders that the Shares would be registered to provide greater flexibility for the Selling
Shareholders to exit following the Company’s initial public offering. To the extent that the Selling Shareholders sell the any of
the Shares, the Selling Shareholders will retain all proceeds from such sales and the Company will not receive any of the proceeds from
the resales.

Factor 4: Amount of Shares Involved

The total number of Shares registered
for resale by the Selling Shareholders is 1,750,000, representing 13.46% of the Company’s issued and outstanding shares as of the
date hereof. None of the Selling Shareholders individually holds or is seeking to register more than 5% of the outstanding shares of the
Company. To the Company’s knowledge, there is no relationship between any of the Selling Shareholders, or any arrangement or agreement
between the Selling Shareholders with respect to the resale of the Shares, and the Selling Shareholders are not acting as a group.

    3

Factor 5: Whether the Selling Shareholders
are in the Business of Underwriting Securities

To the Company’s knowledge, the
Selling Shareholders are not, nor have they ever been, in the business of underwriting securities.

Factor 6: Whether under All the Circumstances
it Appears that the Selling Shareholders are Acting as a Conduit for the Company

The Company respectfully submits that
the circumstances of the resale offering do not demonstrate that the Selling Shareholders are selling the Shares on behalf of the Company.
The Company will receive no portion of the proceeds from any resales of the Shares. No Selling Shareholder acquired the Shares under circumstances
that would indicate that it was receiving compensation from the Company in connection with the resale of the Shares, or that the Company
has any financial interest in the resale of the Shares. Additionally, there is no evidence of special selling efforts or selling methods
that would suggest a view to “distribution.” Finally, to the Company’s knowledge, the Selling Shareholders are not in
the business of underwriting securities. In light of the foregoing, the Company respectfully advises the Staff that it does not believe
the Selling Shareholders are acting as underwriters on behalf of, or as a conduit for, the Company.

Now that the Company has provided its
analysis of the six enumerated factors contained in C&DI.612.09, the Company will respond to the specific questions in the Staff’s
comment:

 (i) Why your controlling shareholder determined to sell
shares in February, the relationship of the shareholders to your controlling shareholder and how the price was determined.

Prior to selling the Shares to
the Selling Shareholders, Mr. Shum Tsz Cheung held 6,630,000 of the Company’s Ordinary Shares (post-split), representing 51% of
the Company’s total outstanding Shares. He determined to sell the Shares to the Selling Shareholders in February to raise money
for other personal investment opportunities and business purposes..

Mr. Shum Tsz Cheung’s relationships
with the Selling Shareholders are as follows:

Ace Mind Group Limited,
a limited liability company incorporated in the British Virgin Islands in 2013, is an investment holding company wholly owned by Mr. Tang
Ho Wai (Howard). Ace Mind Group Limited does not conduct any business other than as a holding company. Mr. Tang Ho Wai (Howard) is a merchant
engaged in the equity and property investment and money lending business. Mr. Tang Ho Wai (Howard) and Mr. Shum Tsz Cheung are personal
friends.

Mr. Chui Bing Sun, an experienced
equity investor, and Mr. Shum Tsz Cheung are personal friends and have had previous business dealings.

Mr. Ma Ka Wing, an experienced
equity investor, and Mr. Shum Tsz Cheung are personal friends and business partners.

Mr. Yeung Kwun Wai Waiman,
an experienced equity investor, and Mr. Shum Tsz Cheung, are personal friends and business partners.

    4

The per share purchase price was negotiated
with the Selling Shareholders in arms-length transactions. In each instance, the parties agreed that US$1.00 per share was fair and reasonable,
taking into consideration the Company’s net asset value with a premium.

 (ii) Why the resale offering is being registered at this time

There was a mutual understanding between
Mr. Shum Tsz Cheung and the Selling Shareholders that the Shares would be registered to provide greater flexibility for the Selling Shareholders
to exit following the Company’s initial public offering. The Shares are being registered at this time because the lead underwriter
of the Company’s initial public offering did not require lock-ups for shareholders owning 5% or more of the Company. Additionally,
no lock-up terms were negotiated between the Company and the Selling Shareholders before the sales of the Shares from Mr. Shum Tsz Cheung
to the Selling Shareholders occurred. Registering the Shares at this time provides greater flexibility for the resale shareholders to
exit upon our initial public offering.

 (iii) Whether the resale offering is being registered at this time to satisfy
any Nasdaq listing requirements

The resale offering is not being registered
at this time solely to satisfy any Nasdaq listing requirements. The purpose of the registration is to facilitate the selling of the Shares
by the Selling Shareholders in accordance with applicable securities regulations. The Company’s listing on Nasdaq may have certain requirements
related to the registration of securities for resale, but the decision to register the offering is primarily driven by regulatory compliance
and providing liquidity for the Selling Shareholders.

 (iv) How you determined the number of ordinary shares being registered in connection
with the resale offering

The Company plans to register all the
Shares held by the Selling Shareholders which they purchased from Mr. Shum Tsz Cheung. There was a mutual understanding between Mr. Shum
Tsz Cheung and the Selling Shareholders that the Shares would be registered to provide greater flexibility for the Selling Shareholders
to exit following the Company’s initial public offering

 (v) How the selling shareholders were selected to participate in this resale
offering

As previously mentioned, there was a
mutual understanding between Mr. Shum Tsz Cheung and the Selling Shareholders that the Shares would be registered to provide greater flexibility
for the Selling Shareholders to exit following the Company’s initial public offering. The Selling Shareholders were selected to
participate in this resale offering because (i) the lead underwriter of our initial public offering did not require lock-ups for shareholders
owning 5% or more of the Company, and no lock-up terms were negotiated between the Company and the Selling Shareholders before the sales
of the Shares from Mr. Shum Tsz Cheung to the Selling Shareholders occurred, (ii) none of the Selling Shareholders are an affiliate of
the Company, and (iii) the number of Shares held by each Selling Shareholder is less than 5% of the outstanding shares of the Company,
which the company believes is less likely to cause fluctuations in the market price of its Ordinary Shares following the initial public
offering.

    5

 (vi) Why you and the underwriter believe the you will be able to successfully
place the securities to be sold in the initial public offering and facilitate the creation of a public market in your securities, despite
the availability of the shares that the selling shareholders could attempt to offer and sell into such market once trading commences,
all with a view to understanding whether the resale portion of the offering should be deemed an indirect primary being conducted by or
on behalf of the issuer. Refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations

The Company respectfully advises
the Staff that potential investors of the initial public offering are aware of the resale as disclosed in the Registration Statement,
of which the resale prospectus is a part. The lead underwriter in our initial public offering, Revere Securities LLC (“Revere”),
has received the expressed interest and demand for approximately 2,000,000 of the Company’s Ordinary Shares at a price between $4.00
and $5.00 per Ordinary

United States securities and exchange commission logo
May 23, 2024
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. 1 to Registration Statement on Form F-1
Filed May 14, 2024
File No. 333-277979
Dear Lau Chi Fung:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our March 25, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed May 14, 2024
Executive Compensation, page 89
1.Revise to update this discussion for the fiscal year ended March 31, 2024, consistent with
Item 6.B. of Form 20-F. This comment also applies to your related party transaction
disclosure on page 91. Refer to Item 7.B. of Form 20-F.
General
2.We note that you are registering for resale the shares that your existing shareholder Shum
Tsz Cheung sold to certain selling shareholders in February 2024. Please advise as to (i)
why your controlling shareholder determined to sell shares in February, the relationship of
the shareholders to your controlling shareholder and how the price was determined, (ii)
why the resale offering is being registered at this time, (iii) whether the resale offering is

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 May 23, 2024 Page 2
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
May 23, 2024
Page 2
being registered at this time to satisfy any Nasdaq listing requirements, (iv) how you
determined the number of ordinary shares being registered in connection with the resale
offering, (v) how the selling shareholders were selected to participate in this resale
offering, and (vi) why you and the underwriter believe the you will be able to successfully
place the securities to be sold in the initial public offering and facilitate the creation of a
public market in your securities, despite the availability of the shares that the selling
shareholders could attempt to offer and sell into such market once trading commences, all
with a view to understanding whether the resale portion of the offering should be deemed
an indirect primary being conducted by or on behalf of the issuer. Refer to Question
612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.
3.We note your disclosure on the resale prospectus cover page that "the Selling
Shareholders will sell at a price between US$[_] and US$[_] per Ordinary Share, the price
at which we sell shares in our public offering," as well as your disclosure that "[n]o sales
of the Ordinary Shares covered by this prospectus shall occur until after the closing of our
initial public offering." Please revise to ensure consistency throughout the prospectus and
clarify that sales will not occur until after the completion of your initial public offering, if
true, and that such sales will occur at "prevailing market prices or in negotiated
transactions . . . ," as you indicate. In this regard, we further note your disclosure on page
Alt-5 of the agreed-upon lock-up period with the selling shareholders, which appears to
require a trading market on Nasdaq in the event that the selling shareholders sell their
shares prior to the expiration of the lock-up period.

Additionally, on the resale prospectus cover page, please include a placeholder for the
initial public offering price of your ordinary shares and the most recent trading price of
your ordinary shares on Nasdaq. Also confirm that you will include such information in
the Rule 424(b) prospectus filed in connection with the resale offering. Refer to
Instruction 2 to Item 501(b)(3) of Regulation S-K.
            Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Mendelson, Esq.

CORRESP
1
filename1.htm

    Mark Crone

    Managing Partner

    mcrone@cronelawgroup.com

    Eric Mendelson

    Partner

    emendelson@cronelawgroup.com

VIA EDGAR

May 14, 2024

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Office of Trade & Services

Division of Corporation Finance

Washington, D.C. 20549

    Re:

    CTRL Group Limited

    Registration Statement on Form F-1

    Filed March 15, 2024

    File No. 333-277979

Ladies and Gentlemen:

On
behalf of our client, CTRL Group Limited (the “Company”), we are responding to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in
the letter dated March 25, 2024 (the “Comment Letter”), relating to the above referenced Registration Statement
on Form F-1 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is
filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

Set
forth below are the Company’s responses to the Staff’s comments. The Staff’s comments are repeated below in bold and
are followed by the Company’s responses. Page references in the text of this response letter correspond to the page numbers of Amendment
No. 1 to the Registration Statement.

Registration Statement
on Form F-1 filed March 15, 2024

Capitalization,
page 42

    1.
    Please clarify for us why here you are providing proforma information to adjust for a Forward Stock-Split at a ratio of 1 for 1,300, while under the Dilution you refer to a Reverse Stock-Split.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 5, 42 and 43 of Amendment No.
1 to the Registration Statement to reflect that it, in fact, conducted a Forward Stock Split.

    2.
    Please clarify for us why you have removed the reference to present pro forma EPS reflecting dilution equivalent to the number of shares whose proceeds will be used to pay the HK$ 8,000,000 of dividends on May 2, 2023.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that the dividend, amounting to HK$3,000,000 (US$383,102), which
was declared on May 2, 2023, was settled on May 16, 2023. This dividend payment has been duly reflected in the interim results for the
six months ended September 30, 2023. Therefore, there is no dilution of EPS resulting from the payment of this dividend and such reference
has been removed from the Registration Statement.

Please
feel free to contact me should you require additional information at (917) 538-1775 or emendelson@cronelawgroup.com.

    THE CRONE LAW GROUP, P.C.

    By:
    /s/ Eric Mendelson, Esq.

    Eric Mendelson, Esq.

United States securities and exchange commission logo
March 25, 2024
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
Registration Statement on Form F-1
Filed March 15, 2024
File No. 333-277979
Dear Lau Chi Fung:
            We have reviewed your registration statement and have the following comment(s).
            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 March 15, 2024
Capitalization, page 42
1.Please clarify for us why here you are providing proforma information to adjust for
a Forward Stock-Split at a ratio of 1 for 1,300, while under the Dilution you refer to a
Reverse Stock-Split.
2.Please clarify for us why you have removed the reference to present pro forma
EPS reflecting dilution equivalent to the number of shares whose proceeds will be used to
pay the HK$ 8,000,000 of dividends declared on May 2, 2023.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 March 25, 2024 Page 2
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
March 25, 2024
Page 2
            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 Aamira Chaudhry at 202-551-3389 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Mendelson, Esq.

United States securities and exchange commission logo
November 6, 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. 4 to Draft Registration Statement on Form F-1
Submitted October 24, 2023
CIK No. 0001969928
Dear Lau Chi Fung:
            We have reviewed your amended draft registration statement and have the following
comment.
            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. 4 to Draft Registration Statement on Form F-1 filed October 24, 2023
Related Party Transactions, page 84
1.Please revise to provide all the information required by Item 7.B. of Form 20-F since the
beginning of the March 31, 2023 fiscal year, or any currently proposed transactions, and
ensure you describe each related party transaction individually. In this regard, we note
your disclosure on page 56 about investing and financing activities, and contractual
obligations for the years ended March 31, 2023 and, presumably, 2022, though your
header does not clarify.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 November 6, 2023 Page 2
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
November 6, 2023
Page 2
            Please contact Aamira Chaudhry at 202-551-3389 or Lyn Shenk at 202-551-3380 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.

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
August 17, 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. 2 to Draft Registration Statement on Form F-1
Submitted July 31, 2023
CIK No. 0001969928
Dear Lau Chi Fung:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted July 31, 2023
Risk Factor, page 13
1.We note your response to comment 7 and reissue. You revise to define "recurring clients"
on page 14 as "any current clients and clients with which [you] have previously done
business." Please revise to clarify the underlying assumptions, including limitations on the
time period used to identify recurring clients, if any.
Capitalization, page 41
2.We note your response to our prior comment number 9. Please also revise to present pro
forma EPS for the latest fiscal year and any subsequent interim period presented in your

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 August 17, 2023 Page 2
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
August 17, 2023
Page 2
financial statements reflecting dilution equivalent to the number of shares whose proceeds
will be used to pay the HK$ 8,000,000 of dividends declared on May 2, 2023.
3.We note the revisions to your capitalization disclosures in response to comment 9.  It
appears that your pro forma disclosures only give effect to the HK$ 3,000,000 dividend
declared on May 2, 2023 and do not include the HK$ 5,000,000 dividend that was also
declared on this date.  Please revise your pro forma capitalization disclosures to also
include the effect of the HK$ 5,000,000 dividend declared on May 2, 2023.  Also, please
provide footnote disclosure explaining how you calculated the US dollar amounts
disclosed in your pro forma capitalization disclosures.
Index to Consolidated Financial Statements, page F-1
4.Please amend to provide updated audited financial statements for the fiscal year ended
March 31, 2023.
            You may 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 Jennifer Lopez Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Mendelson, Esq.

United States securities and exchange commission logo
June 29, 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. 1 to
Draft Registration Statement on Form F-1
Submitted June 14, 2023
CIK No. 0001969928
Dear Lau Chi Fung:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted June 14, 2023
Cover Page
1.We note your response to comment 1 and reissue. We note your disclosure that your
structure involves unique risks to investors in this offering and your cross reference to
your risk factor for a detailed discussion of such risks. Please revise your cover page to
disclose that Chinese regulatory authorities could disallow this structure, which would
likely result in a material change in your operations and/or a material change in the value
of the securities you are registering for sale, including that it could cause the value of such
securities to significantly decline or become worthless. Provide a cross-reference to your

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 June 29, 2023 Page 2
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
June 29, 2023
Page 2
detailed discussion of risks facing the company and the offering as a result of your
structure.
2.We note your response to comment 4 and reissue in part. Please revise to clarify your
disclosure, if true, to state that Kreit & Chiu CPA LLP is headquartered in Los Angeles,
California. In this regard, we note that your current disclosure states that "Kreit & Chiu
CPA LLP is not headquartered in Los Angeles, California."
3.We note your response to comment 5 and reissue in part. Please revise to state on the
cover page in the dividend discussion paragraph, as you do on page 2, that "[t]here have
been no other transfers, dividends, or distributions between the holding company, and its
subsidiaries, or to investors, as of the date of the prospectus." Additionally, please revise
to provide a cross-reference to the consolidated financial statements.
4.We note your response to comment 8 and reissue in part. Please revise the cover page to
state, if true, that you may be deemed a controlled company under Nasdaq listing
standards and, as a result, may elect not to comply with certain corporate governance
requirements. Please also include a cross reference to the applicable risk factor on page
30.
Prospectus Summary
Our Business, page 1
5.We note your response to comment 11 and reissue in part. Please revise to discuss any tax
consequences relating to dividends paid by the holding company and expand your
discussion about restrictions or limitations on foreign exchange to describe any
restrictions and limitations on your ability to distribute earnings from the company,
including your subsidiary to parent company and U.S. investors. In this regard, we note
that your disclosure only discusses tax consequences and restrictions relating to
your Hong Kong subsidiary.
Certain Regulatory Matters, page 4
6.We note your response to comment 10 and reissue in part. Please revise your disclosure
about the possible ramifications if you did become subject to PRC laws/authorities to
include that you may experience delisting of securities.
Risk Factor, page 13
7.We note your response to comment 17. Please revise to further clarify your definition of
"recurring clients."

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 June 29, 2023 Page 3
 FirstName LastName
Lau Chi Fung
CTRL Group Limited
June 29, 2023
Page 3
8.We note your response to comment 20 and reissue in part. We note your risk factors on
pages 21 and 23 discuss the risks associated with the recent statements by the PRC
government due to long arm provisions under the current PRC laws and regulations
including that "results of operations could be adversely affected as well as materially
decrease the value of [y]our Shares, potentially rendering it worthless."  Please revise to
further acknowledge the risk that any such action could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors.
Capitalization, page 41
9.Your disclosures in Note 15 to your audited financial statements and elsewhere in the
filing indicate that on May 2, 2023, you declared aggregate dividends of HK$ 5,000,000
and HK$ 3,000,000 to your shareholders of record as of December 31, 2022 and March
31, 2023, respectively.  Please revise your capitalization disclosures to give pro forma
effect to the payment of these dividends.
Related Party Transactions, page 89
10.We note your response to comment 28. With respect to related party transactions
involving indebtedness, revise to disclose amounts outstanding as of the latest practicable
date. See Item 7.B.2 of Form 20-F. In this regard, we note your disclosure on page 59 that
your loan agreement with The Bank of East Asia was secured by personal guarantees
including that of Mr. Shum Tsz Chung.
General
11.We note your response to comment 31 and reissue. Please have your counsel
revise exhibit 23.2 to consent to both the prospectus discussion of counsel's opinions and
to being named in the registration statement.
            You may 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 Donald Field at 202-551-3680 with any other
questions
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Mendelson, Esq.

United States securities and exchange commission logo
April 25, 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
Draft Registration Statement on Form F-1
Submitted March 29, 2023
CIK 0001969928
Dear Lau Chi Fung:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover page
1.We note your disclosure that your structure involves unique risks to investors in this
offering and your cross reference to your risk factor for a detailed discussion of such
risks. Please revise your cover page to disclose that Chinese regulatory authorities could
disallow this structure, which would likely result in a material change in your operations
and/or a material change in the value of the securities you are registering for sale,
including that it could cause the value of such securities to significantly decline or become
worthless. Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of your structure.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 2
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 2
2.We note your disclosure that you are a holding company incorporated in the British Virgin
Islands with no material operations of your own and that you conduct your operations by
your directly wholly-owned subsidiary incorporated in Hong Kong. Please revise that
paragraph to also clearly state that you are not a Chinese operating company.
3.We note your disclosure in the ninth paragraph that "[t]he Chinese government may
exercise significant oversight and discretion over the conduct of our business and may
intervene in or influence our operations at any time, which could result in a material
change in our operations and/or the value of our Ordinary Shares."  Please revise to
discuss the legal and operational risks associated with being based in or having a majority
of your operations in Hong Kong.  Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of the securities you
are registering for sale or 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.
4.We note your disclosure in the ninth paragraph that the laws of mainland China does not
materially impact your business but that you "still face risks associated with regulatory
approvals, filings or other requirements on offshore offerings, anti-monopoly regulatory
actions, and oversight on cybersecurity and data privacy."  Please revise here to address
how recent statements and regulatory actions by China’s government, such as those
related to data security or anti-monopoly concerns, have or may impact the company’s
ability to conduct its business, accept foreign investments, or list on a U.S. or other
foreign exchange. Additionally, revise your discussion about the Holding Foreign
Companies Accountable Act and the PCAOB to disclose the location of your auditor’s
headquarters, as you do on page 21, and whether and how the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related
regulations will affect your company. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
5.We note your disclosure that the company has not declared any dividends or distributions
to its shareholders and about approved and declared dividends by CTRL Media to its
shareholders on March 18, 2022 and 2021. Please revise to state whether any transfers,
dividends, or distributions have been made to date between the holding company, and its
subsidiaries, or to investors, and quantify the amounts where applicable. If no transfers
have been made, so state. Provide cross-references to the consolidated financial
statements. In addition, please amend your disclosure here and in the summary risk factors
and risk factors sections to state that, to the extent cash or assets in the business is in Hong
Kong or a Hong Kong entity, the funds or assets may not be available to fund operations
or for other use outside of Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you or your subsidiaries by the PRC
government to transfer cash or assets. On the cover page, provide cross references to each
of these other discussions in the prospectus summary, summary risk factors and risk
factors sections.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 3
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 3
6.We note your disclosure that "[n]either CTRL Group or its subsidiaries has any dividend
payout policy, and each entity needs to comply with applicable law or regulations with
respect to transfer of funds, dividends and distributions with other entities." To the extent
you have cash management policies that dictate how funds are transferred between you,
your subsidiaries and investors, summarize the policies on your cover page and in the
prospectus summary, and disclose the source of such policies (e.g., whether they are
contractual in nature, pursuant to regulations, etc.); alternatively, state on the cover page
and in the prospectus summary that you have no such cash management policies that
dictate how funds are transferred. Provide a cross-reference on the cover page to the
discussion of this issue in the prospectus summary.
7.Please revise your disclosure in the seventh paragraph and throughout the document that
"[n]one of [y]our business, operation or subsidiary is based in mainland China" to also
state, if true, that you are not a Chinese operating company, but your clients are primarily
from the PRC and your advertising market is in Hong Kong, as you do on page 10
to provide additional context to investors.
8.Please revise to indicate whether you will be deemed a “controlled company” as defined
by the market on which you intend to list your ordinary shares and, if so, whether you
intend to rely on any exemptions as a controlled company. In this regard, we note your
risk factor disclosure on page 27 under "Certain existing shareholders have substantial
influence over our company and their interests may not be aligned with the interests of our
other shareholders." If applicable, please disclose on the prospectus cover page and in the
prospectus summary that you are a controlled company, and include a risk factor that
discusses the effect, risks and uncertainties of being designated a controlled company.
Conventions that Apply to this Prospectus, page ii
9.Please revise your disclosure about references to “China” or the “PRC” excluding Taiwan
and the special administrative regions of Hong Kong and Macau to clarify that the “legal
and operational” risks associated with operating in China also apply to operations in Hong
Kong/Macau.
Prospectus Summary
Our Business, page 1
10.Please disclose here as you do on the cover page that you are currently not required to
obtain any permission or approval from the China Securities Regulatory Commission (the
“CSRC”), the Cyberspace Administration of China (the “CAC”) or any other PRC
governmental authority to operate our business or to offer the securities being registered to
foreign investors. In addition, balance your disclosure with a discussion of the possible
ramifications if you did become subject to PRC laws/authorities, including that you could
incur material costs to ensure compliance, be subject to fines, experience devaluation of
securities or delisting, no longer conduct offerings to foreign investors, and no longer be
permitted to continue your current business operations. Describe the consequences to you

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 4
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 4
and your investors if you or your subsidiaries: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.

As a related matter, please revise here and in your discussion of approvals on pages 23
and 24 to clarify, as you do on the cover page, that you have relied on an opinion of
counsel.
11.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer. Quantify any dividends or distributions that a subsidiary made to the
holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries to the parent company and U.S. investors. Provide a
cross-reference to the consolidated financial statements.
Our Corporate History and Structure, page 3
12.Please describe any relevant contractual agreements between you and CTRL Media
Limited including those that affect the manner in which you operate, impact your
economic rights, or impact your ability to control your subsidiary. In addition, identify
clearly the entity in which investors are purchasing their interest and the entity in which
the company’s operations are conducted.
13.Please revise the diagram on page 4 to identify the person or entity that owns the equity in
CTRL Group Limited.
Summary Risk Factors, page 6
14.Please revise this section to discuss as you do in your risk factor on page 27 that certain
existing shareholders, including your directors and officers, have substantial influence
over your company and may possesses significant influence over matters submitted for
stockholder approval.
Risks Related to Doing Business in Hong Kong and being impacted from PRC, page 7
15.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 Hong Kong 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.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 5
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 5
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 and Hong Kong can change quickly with little advance notice. Please revise to
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 companies with your corporate structure 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.
16.We note your summary of risk factor about the Trial Administrative Measures.  Please
revise here and in your Risk Factor section to discuss your responsibilities along with any
timing requirements and your current status of compliance under the Trial Measures.
Please also describe the consequences to you and your investors as a result of non-
compliance or if the company lists before receiving CSRC approval, and whether the
offering is contingent upon receipt of approval from the CSRC.
Risk Factors, page 12
17.You disclose that for the six months ended September 30, 2022 and March 31, 2022
approximately 89.6% and 57.6%, respectively, of your revenue was derived from
recurring clients. To the extent you are materially dependent on these clients, please
describe the material terms of these agreements and file them as exhibits or tell us why
you are not required to do so. Refer to Part 1, Item 4 of Form F-1 and Part 1, Item 4.B.6 of
Form 20-F. Also, provide risk factor disclosure on your dependence on a limited number
of customers, if applicable. Refer to Item 3 of Form F-1.
18.Please include a risk factor discussing your related party transactions with Shum Tsz
Cheung, your majority shareholder, if material. In this regard, the disclosure on page
83 appears to suggest that the value of transactions related to your majority shareholder
is material to the company.
Our future growth may involve expansion into new and overseas business opportunities..., page
14
19.Please revise to include a discussion about the risk associated with your
active expansion towards the Taiwan market as discussed on page 4.
All of our services are provided in Hong Kong..., page 19
20.Please revise your disclosure regarding recent statements by the Chinese government
indicating an intent to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers, to acknowledge the risk that
any such action 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.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 6
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 6
There remain some uncertainties as to whether we will be required to obtain approval from
Chinese authorities..., page 23
21.We note your disclosure regarding CAC oversight and that you believe the laws and
regulations of the PRC do not currently have any material impact on your business,
financial condition or results of operations. Please revise to explain how this oversight
impacts your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Use of Proceeds, page 33
22.We note that your proceeds from this offering will be used to acquire operation rights with
upcoming mobile games. Please provide the information required by Item 3 of Form 20-F
with respect to these rights.
Enforceability of Civil Liabilities, page 39
23.Please revise to clarify if your directors and officers are located in the PRC or Hong Kong,
and identify the relevant individuals.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Metrics
Adjusted EBITDA and Adjusted EBITDA Margin