July 25, 2024

Ngee Woon Lim
Chief Executive Officer
Kandal M Venture Ltd
Padachi Village
Prek Ho Commune
Takhmao Town
Kandal Province
Kingdom of Cambodia

       Re: Kandal M Venture Ltd
           Draft Registration Statement on Form F-1
           Submitted June 28, 2024
           CIK No. 0002024656
Dear Ngee Woon Lim:

       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 June 28, 2024
Cover Page

1.     Please revise your cover page to discuss the dual class nature of your
capital structure.
Industry and Market Data, page v

2.     We note your disclosure that you obtained some of the market and
industry data included
       in the registration statement from various third-party sources and that
you have not
       independently verified the data. This statement appears to imply a
disclaimer of
       responsibility for this information in the registration statement.
Please either revise this
       section to remove such implication or specifically state that you are
liable for all
       information in this registration statement.
 July 25, 2024
Page 2


Prospectus Summary, page 1

3.     Please revise your summary to present an objective description of the
challenges and/or
       weaknesses of your business and operations. For example, you highlight
your growth
       strategies and competitive strengths without equally prominent
disclosure regarding your
       weaknesses.
Risk Factors
Our operations may be affected by the congestion..., page 24

4.     We note your risk factor that your supply chain may be impacted by the
congestion and
       delays across global shipping networks. Update your risks characterized
as potential if
       recent supply chain disruptions have impacted your operations.
Capitalization, page 48

5.     We note that the amount reflected in the Capitalization table for Net
banks and other
       borrowings is $3,182,940. However, we note that the amount of current
and long-term
       borrowings reflected on the audited balance sheet and described in Note
14 is
       $7,184,114. Please explain to us why you have not included all long-term
obligations as
       well as current maturities of long-term obligations in your
Capitalization table, or revise
       accordingly.
Our Strategies, page 67

6.     We note your disclosure here that you plan to design and develop a
website. We also note
       your disclosure on page 12 of your website address. Please reconcile.
7.     We note your disclosure that you plan to enhance and expand your
production capacity
       and establish a new design and development center. Please revise to
include specific,
       concrete information regarding these plans, including expected timing,
capacity increases,
       and capital requirements.
Management, page 101

8.     Please revise to include when Ngee Woon Lim was appointed chief
executive officer.
Foreign Private Issuer Exemption, page 106

9.     Please revise to state clearly and explicitly whether you will rely on
the home country
       practices discussed in this section.
Compensation of Directors and Executive Officers, page 107

10.    Please provide the disclosure required by Item 4(a) of Form F-1 and Item
6.B.1 of Form
       20-F.
Related Party Transactions, page 108

11.    We note that your disclosure in this section appears to be current
through March 31, 2024.
       Please update this section to reflect the information for the period
beginning since the
       beginning of your preceding three financial years up to the date of the
document. Refer to
 July 25, 2024
Page 3

       Item 7.B of Form 20-F.
General

12.    We note your disclosure on page F-8 that the principal activities of
Prospect Focus
       Limited are sale of handbags, small leather goods and accessories.
Please revise your
       prospectus summary and business section to include the principal
activities of Prospect
       Focus Limited. We also note your disclosure that Prospect Focus Limited
is a trading
       company. Please revise your disclosure to clarify the meaning of trading
company.
13.    Please provide us supplemental 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, have
       presented or expect to present to potential investors in reliance on
Section 5(d) of the
       Securities Act, whether or not you retained or intend to retain copies
of these
       communications. Please contact legal staff associated with the review of
this filing to
       discuss how to submit the materials, if any, to us for review.
       Please contact Dale Welcome at 202-551-3865 or Claire Erlanger at
202-551-3301 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with any
other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing