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                              September 20, 2023

       Ka Fai Yuen
       Chief Executive Officer
       TOP Financial Group Ltd
       118 Connaught Road West
       Room 1101
       Hong Kong

                                                        Re: TOP Financial Group
Ltd
                                                            Amendment No. 2 to
Registration Statement on Form F-3
                                                            Filed August 23,
2023
                                                            File Number
333-273066

       Dear Ka Fai Yuen:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 17, 2023 letter.

       Registration Statement on Form F-3 Amended August 23, 2023

       Enforceability of Civil Liabilities, page 27

   1.                                                   We note your response
to prior comment 2 that you will be make sure to reflect that some
                                                        of your directors and
officers are nationals or residents of the United States in future
                                                        filings. However, your
disclosure in the F-3 appears to imply that most of your officers
                                                        and directors are
nationals and/or residents of the United States, and only "some"
                                                        are nationals and/or
residents of other countries. Given the apparent
                                                        inconsistency between
this F-3 and your 20-F for the fiscal year ended March 31, 2023
                                                        that states that    all
   of your directors and officers are nationals or residents of
                                                        jurisdictions other
than the United States, please revise here to provide more clarity as to
 Ka Fai Yuen
TOP Financial Group Ltd
September 20, 2023
Page 2
         the number of your officers and directors that are nationals and
residents of the United
         States and the number that are not.
2.       We note that on page 27 you state that your agent for service,
Cogency, will accept
         service only for actions in the Southern District of New York, or in
the New York
         Supreme Court for the County and City of New York. Revise your
disclosure on page 27
         to clarify whether Cogency will accept service for any action under
the civil liability
         provisions of the U.S. federal securities laws against the foreign
private issuer and any of
         its officers and directors who are residents of a foreign country in
any appropriate court.
         See Item 101(g) of Regulation S-K. Please note we may have further
comment.
        You may contact John Stickel at 202-551-3324 or Christian Windsor,
Legal Branch
Chief, at 202-551-3419 with any questions.



FirstName LastNameKa Fai Yuen                                  Sincerely,
Comapany NameTOP Financial Group Ltd
                                                               Division of
Corporation Finance
September 20, 2023 Page 2                                      Office of
Finance
FirstName LastName