SecProbe.io

June 24, 2025
Gerard Kim Meng Lim
Chief Executive Officer
Agroz Inc.
No. 2, Lorong Teknologi 3/4A, Taman Sains Selangor, Kota Damansara,
47810 Petaling Jaya, Selangor, Malaysia
Re:Agroz Inc.
Post Effective Amendment No. 1 to Registration Statement on Form F-1
Filed May 30, 2025
File No. 333-284322
Dear Gerard Kim Meng Lim:
            We have reviewed your post-effective amendment 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.
Post Effective Amendment No. 1 to Registration Statement on Form F-1
Risk Factors
Agroz Group is currently not in compliance with certain regulatory requirements in
Malaysia..., page 18
1.We note your disclosure that "Agroz Group is currently not in compliance with these
OSHA 1994 requirements and is working to achieve compliance by June 2025." In
your next amendment, please revise your disclosure to update the current status of the
Company's compliance with OSHA 1994.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 39
You attributed higher sales in design services and sales of fresh vegetables to the
increased revenue for fiscal year 2024. In that regard, we note your gross trade 2.

June 24, 2025
Page 2
receivable aging analysis at page 43 shows MYR30,278,889 was within 3 months
aging from invoice date. Revise to clarify whether such a significant amount of sales
incurred in the last quarter of 2024 while total 2024 revenue was MYR40,860,882.
Please expand your disclosure to describe the underlying reasons for such increase,
including impacts from new customers or existing customers, changes in volume
versus price, purchased or home grown for sales of fresh produce, as well as
management's considerations for any known trend or uncertainties for investors to
expect in future sales growth.
3.Please describe the reason for the increase in consulting fees included in the cost of
revenue, and explain the lower gross margin in fiscal year 2024 although you
reported higher sales. You also reported MYR16,838,559 for vegetable costs, which
increased 18 fold compared to a ten fold sales growth of fresh produce. Describe the
reasons for such increase in vegetable costs, including the impact of purchased
vegetables on your margin.
Liquidity and Capital Resources
Trade Receivable, page 43
4.Revise to disclose the subsequent collection of your accounts receivable balances as
of December 31, 2024, similarly to your disclosure for the Fiscal Year 2023 balance.
Critical Accounting Estimates, page 47
5.You determined that there were no critical accounting estimates, while also stating
that some of your accounting policies require a higher degree of judgement. In that
regard, please explain why you no longer consider the estimates related to expected
credit loss on trade receivables, revenue recognition for construction in progress, the
valuation of redeemable preference shares and the interest rate used to measure lease
liabilities to be critical accounting estimates. Critical accounting estimates are
intended to supplement, not duplicate, the description of accounting policies or other
disclosures in the notes to the financial statements. Refer to Item 303(b)(3) of
Regulation S-K and SEC Release No. 33-8350.
Exhibits
6.It appears the Form of Underwriting Agreement has been removed as Exhibit 1.1 to
the Registration Statement. Please clarify if you still intend to enter into a written
underwriting agreement in connection with the offering.
            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 Christie Wong at 202-551-3684 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Conlon Danberg at 202-551-4466 with any other
questions.

June 24, 2025
Page 3
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ross D. Carmel, Esq.