SCHLUETER & ASSOCIATES, P.C.

5655 SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD VILLAGE, CO 80111

TELEPHONE: +1-303-292-3883

FACSIMILE: +1-303-648-5663

Email: [email protected]

June 20, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kate Beukenkamp

Dear Ms. Beukenkamp,

Please accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement on Form F-1 filed with the Commission on June 9, 2023 (the “Registration Statement”). The Company is concurrently filing with the Commission Amendment No.1 to the Registration Statement (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments.

For your convenience, the comments have been reproduced below, followed by the Registrant’s response.

Form F-1 Filed June 9, 2023

Capitalization, page 42

Response:

Page 42 of the Revised Registration Statement includes the capitalization disclosure required by Item 4.a of Form F-1 and Item 3.B of Form 20-F.

Dilution, page 44

Response:

Page 44 of the Revised Registration Statement includes the dilution disclosure required by Item 4.a of Form F-1 and Item 9.E of Form 20-F.

Exhibits

Response:

The Revised Registration Statement includes a revised auditor consent as Exhibit 23.1 that refers to the correct filing.

General

Response:

The disclosure relating to net proceeds has been revised in the Revised Registration Statement.

The Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to contact the undersigned at (303) 868-3382.

Thank you for your review.