SecProbe.io

CORRESP
1
filename1.htm

July 16, 2025

Robert Augustin

Conlon Danberg

Christie Wong

Li Xiao

Division of Corporation Finance

Office of Industrial Applications
and Services

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

    Re:
    Agroz Inc.

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

    Filed July 2, 2025

    CIK No. 0002009233

Dear Mr. Augustin, Mr. Danberg, Ms.
Wong, and Ms. Xiao:

Agroz Inc. (the “Company”)
respectfully submits this correspondence to the staff (the “Staff,” and such correspondence, this “Response
Letter”) of the United States Securities and Exchange Commission (the “Commission”) in response
to the Commission’s letter dated July 9, 2025 relating to the Company’s filing on July 2, 2025 of the Post Effective Amendment
No. 2 to the registration statement on Form F-1 (the “Post-Effective Amendment”). On behalf of the Company,
Sichenzia Ross Ference Carmel LLP (“we” or “our”) is concurrently filing Amendment
No. 3 to the Post-Effective Amendment (“Amendment No. 3”). Capitalized terms used herein but not defined herein
have the definitions ascribed to them in Amendment No. 3.

To facilitate your review,
we have reproduced below the Commission’s comments in bold italics, followed by our responses.

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

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations, page 39

1. We note your
response to comment 3 and the revisions. Please provide us your calculation of the gross profit margins for farm solutions and for
fresh produce sales in fiscal years 2023 and 2024, respectively.

In response to the Commission’s
comment, the Company respectfully clarifies the gross profit margins for farm solutions and for fresh produce sales in fiscal years 2023
and 2024, respectively as follows:

    FY2023
    FY2024

    Stream
    Revenue (MYR)
    Cost of Sales (MYR)
    Gross Margin
 (%)
    Revenue (MYR)
    Cost of Sales (MYR)
    Gross Margin (%)

    Farm solutions
      16,412,500
      8,371,901
      49.0 %
      20,834,674
      8,837,000
      57.6 %

    Fresh produce
      2,058,772
      1,835,873
      10.8 %
      20,026,208
      17,208,710
      14.1 %

    Total
      18,471,272
      10,207,774
      44.7 %
      40,860,882
      26,045,710
      36.3 %

Critical Accounting Estimates, page 47

2.
We note your response to comment 5, and we reissue the comment in part. Specifically with reference to the Expected Credit Loss (ECL)
on Trade Receivables, you disclosed on page F-10 that the ECL is estimated based on historical data, current condition and forecasts of
future economic condition, and factors specific to the debtors. This suggests that significant judgements is involved in areas such as
determining when there has been a significant increase in credit risk, selecting an appropriate models, and establishing the underlying
assumptions used in the measurement of ECL. In addition, we note a substantial increase in accounts receivables in fiscal year 2024, with
a majority of the balance recorded in the fourth quarter and a significant portion related to new customers. Your accounting policies
in the aforementioned areas involve estimates that could materially affect your financial condition or results of operations. As such,
please revise your disclosure to include Expected Credit Loss on Trade Receivables as a critical accounting estimate. Your disclosure
should describe any specific uncertainties related to the estimation or assumptions used and discuss the reasonably possible impact on
your financial statement of resolving these uncertainties or updating the estimates based on the new information available after the reporting
period. Please refer to Item 5.E. of Form 20-F and Section V of SEC Release No. 33-8350 for further guidance.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised disclosure in the critical accounting estimates section under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations Results of Operations,” which now includes provision for
expected credit losses on trade receivables as a critical accounting estimate.

If the Staff has any questions or comments concerning
the foregoing, or requires any further information, please contact me at (212) 930-9700 ext. 645 or by email at rcarmel@srfc.law.

    Very truly yours,

    Sichenzia Ross Ference Carmel LLP

    /s/ Ross D. Carmel, Esq.

    Ross D. Carmel, Esq.