SecProbe.io

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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.

July 9, 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. 2 to Registration Statement on Form F-1
Filed July 2, 2025
File No. 333-284322
Dear Gerard Kim Meng Lim:
            We have reviewed your post-effective amendment and have the following comments.
            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. Unless we note
otherwise, any references to prior comments are to comments in our June 24, 2025 letter.
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.
Critical Accounting Estimates, page 47
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 2.

July 9, 2025
Page 2
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.
            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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ross D. Carmel, Esq.

CORRESP
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July 1, 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

    Submitted May 30, 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 June 24, 2025 relating to the
Company’s filing on May 30, 2025 of the Post Effective Amendment No. 1 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. 1 to the Post-Effective
Amendment (“Amendment No. 1”). Capitalized terms used herein but not defined herein have the definitions
ascribed to them in Amendment No. 1.

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

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.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised disclosure in the “Risk Factors” section, which indicates
that Agroz Group is currently not in compliance with these OSHA 1994 requirements and is working to achieve compliance by August of 2025.

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

Results of Operations, page 39

2.   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 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.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised disclosure in the “Results of Operations” subsection.

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.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised disclosure in the “Results of Operations” subsection.

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.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised disclosure in the “Trade Receivable” subsection.

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.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised disclosure in the “Critical Accounting Estimates” subsection,
which now includes an explanation that all estimates do not involve a significant level of estimation uncertainty and are not reasonably
likely to have a significant impact on the financial results.

The Company also respectfully
clarifies the reasons as to why it no longer considers the estimates to be critical accounting estimates, specifically on 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 as follows:

 (i) Expected credit loss on trade receivables – The Group’s trade receivables are primarily involved
counterparties with a low risk of default. The expected credit loss model applied is based on historical default rates and current forward-looking
information. The resulting provision is not material and does not involve significant estimation uncertainty.

 (ii) Incremental borrowing rate for lease liabilities – The discount rate used in measuring lease liabilities
is derived from observable market rates which are readily available and management judgment is limited.

 (iii) Valuation of redeemable preference shares – The fair value of redeemable preference shares is determined
using inputs from market-observable data, without reliance on complex valuation models or unobservable assumptions. As a result, the level
of estimation uncertainty is low.

 (iv) Revenue recognition for construction in progress – No revenue from construction contracts was recognized
in the 2024 Fiscal Year. Accordingly, there were no judgments required relating to the assessment of performance obligations, percentage-of-completion
estimates, or contract cost forecasts

 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.

In response to the Commission’s
comment, the Company respectfully refers the Staff to Exhibit 1.1 of Amendment No. 1.

    2

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.

3

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.

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 US Tiger Securities, Inc.

 437 Madison Avenue

 27th Floor

 New York, NY 10022

 VIA EDGAR

 March 25, 2025

 Nicholas O'Leary

 Conlon Danberg

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Agroz Inc. (CIK No. 0002009233)

 Registration Statement on Form F-1, as amended (File No. 333-284322)

 Ladies and Gentlemen:

 We hereby join Agroz Inc. (the "Company")
in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:00 p.m.,
Eastern Time, on March 31, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we will take reasonable steps to secure
adequate distribution of the Company's preliminary prospectus dated March 7, 2025, to underwriters, institutional investors, dealers
and others prior to the requested effective time of the Registration Statement.

 The undersigned advise that the underwriters have complied
and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature page follows ]

 Very truly yours,

 As representative of the several underwriters

 US Tiger Securities, Inc.

 By:
 /s/ Jack Ye

 Name:
 Jack Ye

 Title:
 Managing Director

 [ Signature Page to Acceleration Request Letter ]

CORRESP
 1
 filename1.htm

 March
25, 2025
 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 One Station Place

 100 F Street N.E.

 Washington, D.C. 20549-7010

 Re: Agroz Inc.

 Registration Statement on Form F-1 (No.
 333-284322)

 Ladies and Gentlemen:

 The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 filed with the
U.S. Securities and Exchange Commission (the "Commission") on March 7, 2025, be accelerated so that it will be made effective
at 4:00 p.m. Eastern Daylight Time on March 31, 2025, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities
Act of 1933, as amended (the "Act").

 The
undersigned registrant hereby acknowledges that (i) should the Commission or the staff of the Commission ("Staff"), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and (iii) the undersigned registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The undersigned registrant
is aware of its obligations under the Act.

 Yours faithfully,

 Agroz Inc.

 By:
 /s/ Gerard Kim Meng Lim

 Name: Gerard Kim Meng Lim
 Title: Chief Executive Officer

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March 6, 2025

Nicholas O’Leary

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.

    Amendment No. 1 to Registration Statement on Form F-1

    Submitted February 12, 2025

    CIK No. 0002009233

Dear Mr. O’Leary, 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 February 19, 2025 relating to the Company’s filing on February 12, 2025 of Amendment No.
1 to the registration statement on Form F-1 (the “Registration Statement”). On behalf of the Company, Sichenzia
Ross Ference Carmel LLP (“we” or “our”) is concurrently filing Amendment No. 2 to
the Registration Statement (“Amendment No. 2”). Capitalized terms used herein but not defined herein have the
definitions ascribed to them in Amendment No. 2.

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

Amendment No. 1 to Registration Statement on Form F-1

Financial Statements, page F-2

1.
We note your filing includes audited financial statements that are older than 12 months. Since this represents an IPO for
your ordinary shares, please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representations
in an exhibit. Refer to Instruction 2 to Item 8.A.4 of Form 20-F.

In response to the Commission’s
comment, the Company respectfully refers the Staff to its request for waiver and representation under Item 8.A.4 of Form 20-F, filed as
Exhibit 99.5 in Amendment No. 2.

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.

February 19, 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.
Amendment No. 1 to Registration Statement on Form F-1
Filed February 12, 2025
File No. 333-284322
Dear Gerard Kim Meng Lim:
            We have reviewed your amended registration statement and have the following
comment.
            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. Unless we note
otherwise, any references to prior comments are to comments in our January 27, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1
Financial Statements, page F-2
1.We note your filing includes audited financial statements that are older than 12
months. Since this represents an IPO for your ordinary shares, please update your
financial statements pursuant to  Item 8.A.4  of Form 20-F or provide the appropriate
representations in an exhibit. Refer to  Instruction  2 to Item 8.A.4 of Form 20-F .

February 19, 2025
Page 2
            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 Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ross Carmel, Esq.

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February 12, 2025

Nicholas O’Leary

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.

    Registration Statement
    on Form F-1

    Submitted January 16,
    2025

    CIK No. 0002009233

Dear Mr. O’Leary, 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 January 27, 2025 relating to the Company’s filing on January 16, 2025 of its registration
statement on Form F-1 (the “Registration Statement”). On behalf of the Company, Sichenzia Ross Ference Carmel
LLP (“we” or “our”) is concurrently filing Amendment No. 1 to the Registration Statement
(“Amendment No. 1”). Capitalized terms used herein but not defined herein have the definitions ascribed to
them in Amendment No. 1.

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

Amendment No. 1 to Registration Statement on Form F-1

Cover Page

1. It
appears you are registering the Shares underlying the Representative’s Warrants. Please clarify on the cover page that these shares are
also being registered.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised cover page, which clarifies that the shares underlying the Representative’s
Warrants are also being registered.

Capitalization, page 32

2. Please include a line item
for Redeemable convertible preference shares as part of the indebtedness in the table.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised table in the “Capitalization” section, which now includes a line
item for the RCPS as part of the indebtedness entry.

Dilution, page 33

3. Please provide
us with your calculation for determining the historical net tangible book value as shown in the dilution table.

In response to the Commission’s
comment, the Company respectfully advises the Staff that historical net tangible book value was calculated as follows, and the formula
for calculating the historical net tangible book value in the revised first paragraph in the “Dilution” section: “Our
net tangible book value per Ordinary Share represents the quotient obtained by dividing net tangible assets by the number of Ordinary
Shares outstanding as of June 30, 2024. Net tangible assets was obtained by reducing total net assets by intangible assets, right-of-use
assets, and deferred IPO costs (pursuant to the Company’s balance sheet). Total net assets represents total assets less total liabilities.”

Total Assets of $5,620,102 were reduced by Total
Liabilities of $4,963,277, resulting in Total Net Assets of $656,825. Deductions were then made for:

 ○ Intangible Assets ($8,204)

 ○ Right-of-Use Assets ($536,915)

 ○ Deferred IPO Costs ($350,282)

After deducting the above, we obtain a Net Tangible
Assets of ($238,576).

By dividing Net Tangible Assets of ($238,576)
by the 21,030,494 ordinary shares outstanding, the Net Tangible Book Value Per Ordinary Share would be ($0.01).

    Form F-1
 As of June 30,

 2024

    Assets

    Non-current assets
    $ 2,702,871

    Current assets
    $ 2,917,231

    Total assets
    $ 5,620,102

    Liabilities

    Non-current liabilities
    $ 2,675,032

    Current liabilities
    $ 2,288,245

    Total liabilities
    $ 4,963,277

    Net Tangible Assets as of June 30, 2024

    Total assets
    $ 5,620,102

    Less: Total
    liabilities
    $ (4,963,277 )

    Total net assets
    $ 656,825

    Less: “Intangible assets”
    per balance sheet
    $ (8,204 )

    Less: “Right-of-use
    assets” per balance sheet
    $ (536,915 )

    Less: “Deferred IPO costs”
    per balance sheet
    $ (350,282 )

    Less: “Deferred tax
    assets” per balance sheet
    $ -

    Less: “Non-controlling
    interests” per balance sheet
    $ -

    Total net tangible assets
    $ (238,576 )

    Ordinary Shares Outstanding
      21,030,494

    Net Tangible Book Value Per Ordinary Share as of June 30, 2024
    $ (0.01 )

Executive Compensation,
page 80

4.
Please provide the executive compensation for fiscal year ended December 31, 2024, required by Item 4.a of Part I of Form F-1 and
Item 6.B of Form 20-F.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised “Executive Compensation” section, which now includes executive
compensation for the fiscal year ended December 31, 2024.

    2

Exhibits

Exhibit Number 5.1, page II-4

5. We note
that the validity opinion provided in Section 5.2 is “[s]ubject to the number of Securities never exceeding the authorised share
capital of the Company available for issuance.” Counsel may not assume that the registrant has sufficient authorized shares to issue
the registered securities. Please revise the opinion to remove this inappropriate assumption. Please refer to Section II.B.3.a of Staff
Legal Bulletin No. 19. Additionally, to the extent you are registering the Shares underlying the Representative’s Warrants, please ensure
the opinion of Cayman Islands counsel covers these Shares.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised Cayman Islands legal opinion, which removes the assumption that the
Company has sufficient authorized shares to issue the registered securities and covers the Shares underlying the Representative’s
Warrants.

Exhibit Number 5.2, page II-4

6. We note
the enforceability opinion for the Representative’s Warrants assumes “the due authorization, execution and delivery of such Representative’s
Warrants.” Counsel may not assume that the registrant has taken all corporate actions necessary to authorize the issuance of the
securities being registered. Please revise the opinion to remove this inappropriate assumption. Please refer to Section II.B.3.a of Staff
Legal Bulletin No. 19.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised U.S. legal opinion, which removes the assumption that the Company has
taken all corporate actions necessary to authorize the issuance of the securities being registered.

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.

3

January 27, 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.
Registration Statement on Form F-1
Filed January 16, 2025
File No. 333-284322
Dear Gerard Kim Meng Lim:
            We have reviewed your registration statement and have the following comments.
            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.
Registration Statement on Form F-1 filed January 16, 2025
Cover Page
1.It appears you are registering the Shares underlying the Representative's Warrants.
Please clarify on the cover page that these shares are also being registered.
Capitalization, page 32
2.Please include a line item for Redeemable convertible preference shares as part of the
indebtedness in the table.
Dilution, page 33
3.Please provide us with your calculation for determining the historical net tangible
book value as shown in the dilution table.

January 27, 2025
Page 2
Executive Compensation, page 80
4.Please provide the executive compensation for fiscal year ended December 31, 2024,
required by Item 4.a of Part I of Form F-1 and Item 6.B of Form 20-F.
Exhibits
Exhibit Number 5.1, page II-4
5.We note that the validity opinion provided in Section 5.2 is "[s]ubject to the number
of Securities never exceeding the authorised share capital of the Company available
for issuance." Counsel may not assume that the registrant has sufficient authorized
shares to issue the registered securities. Please revise the opinion to remove this
inappropriate assumption. Please refer to Section II.B.3.a of Staff Legal Bulletin No.
19. Additionally, to the extent you are registering the Shares underlying the
Representative's Warrants, please ensure the opinion of Cayman Islands counsel
covers these Shares.
Exhibit Number 5.2, page II-4
6.We note the enforceability opinion for the Representative's Warrants assumes "the due
authorization, execution and delivery of such Representative’s Warrants." Counsel
may not assume that the registrant has taken all corporate actions necessary to
authorize the issuance of the securities being registered. Please revise the opinion to
remove this inappropriate assumption. Please refer to Section II.B.3.a of
Staff Legal Bulletin No. 19.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ross Carmel, Esq.

CORRESP
1
filename1.htm

January 16, 2025

Nicholas O’Leary

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.

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

    Submitted December 10,
    2024

    CIK No. 0002009233

Dear Mr. O’Leary, 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 December 20, 2024 relating to the Company’s filing on December 10, 2024 of its amended draft
registration statement on Form F-1 (the “Draft Registration Statement”). On behalf of the Company, Sichenzia
Ross Ference Carmel LLP (“we” or “our”) is concurrently filing a Registration Statement
(the “Form F-1”). Capitalized terms used herein but not defined herein have the definitions ascribed to them
in Form F-1.

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

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

Present and Ongoing Related Party Transactions, page
80

1. We note your response
to prior comment 15 and reissue comment 4 from our September 16, 2024 comment letter in part. Please revise your description of the Software
Development Agreement with Braiven to include a discussion of the perpetual license to use the software granted to Braiven.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised description of the Software Development Agreement with Braiven and
Second Braiven Services Agreement in the “Present and Ongoing Related Party Transactions” section.

Unaudited Condensed Consolidated Financial
Statements for the Six Months Ended June 30, 2024

Note 13. Redeemable Convertible Preference Shares (RCPS), page
F-77

2. We note the AI RCPS
balance of $2,177,569 is smaller than their redemption value at $2.50 per share. Please help us understand when and how you plan to accrete
the balance to its redemption value, with a potential impact to your statement of operations. As a related matter, since these AI RCPS
are not automatically converting into your common stock upon the IPO, please present them as potentially dilutive securities under the
Offering, Capitalization, and Dilution sections.

In response to the Commission’s comment, the Company respectfully
clarifies that the AI RCPS balance of $2,177,569 represents solely the liability portion, while the equity portion of the AI RCPS is valued
at $154,126. The combined total of the liability and equity portions of the AI RCPS amounts to $2,331,695, which is calculated at $2.46
per share. The difference between the redemption value of $2.50 per share and the carrying value of $2.46 per share arises solely due
to foreign exchange presentation differences. Hence, no accretion to the balance is required. The Company respectfully refers the Staff
to the revised disclosure under “The Offering”, “Capitalization”, and “Dilution” sections.

Note 22. Related Party Balances and Transactions, page
F-89

3. You disclosed here
that in January 2024, Agroz Group disposed shares in EPetani Sdn. Bhd. which is no longer a related party to the Group. You also disclosed
that during the six months period ended June 30, 2024, Agroz Group sold fresh vegetables to EPetani Sdn. Bhd that amounted to MYR3,613,573
(USD766,286). Considering such sales accounted for 96% of your fresh vegetable sales and 53% of total revenue for the period, we have
the following comments with regard to Epetani Sdn. Bhd.

 ● Describe to us your percentage ownership before the share disposal
in January 2024, as well as your accounting for this investment prior to the disposal and the disposal.

  In response to the Commission’s comment, the Company respectfully clarifies that prior to the disposal of shares in January 2024, Mr. Gerard Lim, the Chief Executive Officer of Agroz Group owns 14% of shares in EPetani Sdn. Bhd. As the shares were held by Mr. Gerard Lim and not Agroz Group, management did not recognize this under investment but disclosed the fact of related party. There is no change in accounting treatment prior and after the disposal.

 ● Describe to us the ownership composition at Epetani Sdn. Bhd.
after your disposal, more specifically any affiliation with your controlling shareholder, key investors, board of directors or key members
of management.

  In response to the Commission’s comment, the Company respectfully clarifies that in January 2024, Mr. Gerard Lim transferred all his shares in EPetani Sdn. Bhd. to an independent third party. As of the date of disposal, there is no change in composition of shareholders. The management confirmed that there is no affiliation with controlling shareholder, key investors, board of directors and key members of management after Mr. Gerard Lim disposed his shares in EPetani Sdn. Bhd.

 ● We see you added a revenue recognition policy specifically related
to the sales to other platforms on a gross basis. We also note that you purchased $445,412 from Agroz Vertical Farm Sdn. Bhd, and Agroz
Ventures Sdn, Bhd. during the six months ended June 30, 2024. Provide us a detailed analysis about your strategy and arrangements, as
well as your justification for recognizing revenue on a gross basis when you purchase from, and make sales to, what appear to be affiliated
companies. In your response, please include details for your arrangement related to inventory flow and billing practice.

  In response to the Commission’s comment, the Company respectfully refers the Staff to page F-15 and F-63 of the financial statements, which now includes the details of sales arrangement with related parties.

 ● As a related matter, provide us a list of all your equity investment
including your percentage ownership in all of your affiliated companies.

  In response to the Commission’s comment, the Company respectfully clarifies that other than those Agroz Ventures Sdn. Bhd. and Agroz Vertical Farms Sdn. Bhd. where Agroz Group holds 19% shareholdings in trust, the Group does not have any other ownership in other companies.

4. We note your revised
disclosure about your 19% proxy holdings in each of Agroz Ventures Sdn. Bhd. and Agroz Vertical Farms Sdn. Bhd. Please address the following
comments.

 ● If not accounted for as equity method investment, tell us your
accounting for your investment in these companies.

In response to the Commission’s comment, the Company respectfully
clarifies that the management did not account 19% proxy holdings in each of Agroz Ventures Sdn. Bhd. and Agroz Vertical Farms Sdn. Bhd.
as investment because these proxy holdings do not meet the criteria of assets under IASB Framework and significant influence under IAS
28 and IFRS 9. Management only disclosed the fact of proxy holdings and accounted transactions with both Agroz Ventures Sdn. Bhd. and
Agroz Vertical Farms Sdn. Bhd. under IFRS 15.

 ● You disclosed that you build and sell vertical farms to these
companies, operate the vertical farms owned by them, purchase from them, and pay expenses on their behalf. Please tell us and revise
to disclose your exposures in these entities, including but not limited to your purchase and funding obligations, how substantial your
obligations are compared to their total sales (in terms of your purchase), and equity holders (in terms of funding), as well as your
power to direct these entities and your exposure to potential losses or gains. Refer to IFRS 10 for controlling financial interest analysis.

In response to the Commission’s
comment, the Company respectfully refers the Staff to page F-45 and F-89 of the financial statements, which now includes assessment
under IFRS 10 for controlling financial interest analysis. Agroz Group does not have any contractual obligations to purchase or to
provide financial support to any of the related parties. These related parties are free to sell their fresh produce to any other
parties and have their own marketing teams to facilitate sales. During the six months ended June 30, 2024, Agroz Group purchased
34.8% and 48.2% to their total sales from the respective related parties Agroz Ventures Sdn. Bhd. and Agroz
Vertical Farms Sdn. Bhd. These purchases were made because Agroz Group had sales obligations to fulfill and product standards to
maintain, as the fresh produce was farmed in accordance with Agroz Group’s process, procedures, and technologies. The
purchases made by Agroz Group from these related parties were on a willing-buyer, willing-seller basis.

    2

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.

3

December 20, 2024
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.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted December 10, 2024
CIK No. 0002009233
Dear Gerard Kim Meng Lim:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our October 23, 2024, letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Present and Ongoing Related Party Transactions, page 80
1.We note your response to prior comment 15 and reissue comment 4 from our
September 16, 2024 comment letter in part. Please revise your description of the
Software Development Agreement with Braiven to include a discussion of the
perpetual license to use the software granted to Braiven.

December 20, 2024
Page 2
Unaudited Condensed Consolidated Financial Statements for the Six Months Ended June 30,
2024
Note 13. Redeemable Convertible Preference Shares (RCPS), page F-77
2.We note the AI RCPS balance of $2,177,569 is smaller than their redemption value at
$2.50 per share. Please help us understand when and how you plan to accrete the
balance to its redemption value, with a potential impact to your statement of
operations. As a related matter, since these AI RCPS are not automatically converting
into your common stock upon the IPO, please present them as potentially dilutive
securities under the Offering, Capitalization, and Dilution sections.
Note 22. Related Party Balances and Transactions, page F-89
3.You disclosed here that in January 2024, Agroz Group disposed shares in EPetani
Sdn. Bhd. which is no longer a related party to the Group. You also disclosed that
during the six months period ended June 30, 2024, Agroz Group sold fresh vegetables
to EPetani Sdn. Bhd that amounted to MYR3,613,573 (USD766,286). Considering
such sales accounted for 96% of your fresh vegetable sales and 53% of total revenue
for the period, we have the following comments with regard to Epetani Sdn. Bhd.

•Describe to us your percentage ownership before the share disposal in January
2024, as well as your accounting for this investment prior to the disposal and the
disposal.
•Describe to us the ownership composition at Epetani Sdn. Bhd. after your
disposal, more specifically any affiliation with your controlling shareholder, key
investors, board of directors or key members of management.
•We see you added a revenue recognition policy specifically related to the sales to
other platforms on a gross basis. We also note that you purchased $445,412 from
Agroz Vertical Farm Sdn. Bhd, and Agroz Ventures Sdn, Bhd. during the six
months ended June 30, 2024. Provide us a detailed analysis about your strategy
and arrangements, as well as your justification for recognizing revenue on a gross
basis when you purchase from, and make sales to, what appear to be affiliated
companies. In your response, please include details for your arrangement related
to inventory flow and billing practice.
•As a related matter, provide us a list of all your equity investment including your
percentage ownership in all of your affiliated companies.
•Revise your disclosures where necessary.
We note your revised disclosure about your 19% proxy holdings in each of Agroz
Ventures Sdn. Bhd. and Agroz Vertical Farms Sdn. Bhd. Please address the following
comments.

•If not accounted for as equity method investment, tell us your accounting for your
investment in these companies.
You disclosed that you build and sell vertical farms to these companies, operate
the vertical farms owned by them, purchase from them, and pay expenses on their
behalf. Please tell us and revise to disclose your exposures in these entities, •4.

December 20, 2024
Page 3
including but not limited to your purchase and funding obligations, how
substantial your obligations are compared to their total sales (in terms of your
purchase), and equity holders (in terms of funding), as well as your power to
direct these entities and your exposure to potential losses or gains. Refer to
IFRS 10 for controlling financial interest analysis.
            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 Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ross Carmel, Esq.

October 23, 2024
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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 30, 2024
CIK No. 0002009233
Dear Gerard Kim Meng Lim:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our September 16, 2024 letter.
Amendment No.1 to Draft Registration Statement on Form F-1
Prospectus Summary
Operating and Managing Indoor CEA Vertical Farms, page 2
1.We note your revised disclosure in response to prior comment 24. In regard to the
disclosure of the lease agreement with AEON, please disclose the percentage
of monthly revenue generated at the EduFarm that is used as consideration for rent.

October 23, 2024
Page 2
Our Products and Services, page 6
2.We note your revisions in response to prior comment 4. We note your additional
disclosure of the Braiven Co., Ltd. agreements on page 70. We reissue in part. Please
provide a cross-reference to the more detailed section of these agreements such as the
discussion on page 70.
Risk Factors
Risks Related to Our Business and Industry
We may not be able to adequately protect our intellectual property and other proprietary
rights that are material to our business., page 16
3.We note your revisions in response to prior comment 7. We note your removal of the
disclosure that you own unregistered source code. Please clarify here and throughout
the prospectus if you have registered the copyrights to the source code that you own.
We note your disclosure on page 61 that you may voluntarily register your source
codes with MyIPO through its Copyright Voluntary Notification system.
Risks Related to The Shares
You may have a diminished return on your investment due to the Company's issued and
outstanding RCPS..., page 21
4.We note your additional risk factor in response to prior comment 8. We reissue in
part. Please discuss the RCPS in the “Prospectus Summary” section.
Use of Proceeds, page 28
5.We note your response and revisions in response to prior comment 9. We reissue in
part. Please disclose here and in the prospectus summary that your acquisition plans
are currently tentative. If you are unable to provide a description of the businesses of
the potential acquisition targets or information on the status of the acquisitions, please
delete the reference to acquiring "certain" companies and revise your disclosure to
clarify that you have not identified any specific acquisition targets at this time. Please
additionally disclose here, and in the prospectus summary, as you do on page 69, that
you currently plan to settle liabilities and operating expenses for related parties using
your operating income.
Present and Ongoing Related Party Transactions, page 70
6.We note your response and revisions in regard to prior comment 14. We reissue in
part. We note your disclosure that you "cannot guarantee that its related party
transactions were not in fact entered into on more favorable terms than terms in non-
related party transactions." However, we also note in your response that "the
Company does not believe that these transactions are entered into on more favorable
terms as transactions with non-related parties." Please revise to discuss how pricing
and supply are determined.

October 23, 2024
Page 3
7.We note your disclosure that during the 2023 Fiscal Year, Agroz Group paid
$342,307 of various operating expenses on behalf of an affiliated entity. Please
expand your disclosure to explain why Agroz Group paid these amounts, including
whether you believe there was any benefit received by Agroz Group in exchange for
the payments.
8.We note your disclosure that your audit committee will review all related-party
transactions on an ongoing basis and that all such transactions will be approved by the
audit committee. Please expand on this disclosure to explain the process by which you
expect management will propose and negotiate related party transactions prior to audit
committee review or approval.
Consolidated Financial Statements, page F-1
9.Please update and file your interim financial statements as required by Item 8.A.5 of
Form 20-F.
Notes to the Consolidated Financial Statements
3. Significant Accounting Policies
3.10 Cash, page F-13
10.We note your response to comment 20 and reissue the comment in part. You revised
the disclosure and defined "cash include deposits held by banks that can be readily
convertible into known amounts of cash." Please expand to define what qualifies as a
"readily convertible" deposits. Refer to IAS 7.7. In that regard, we also note that you
discuss cash equivalent in some part of your filing however without a definition for it
in the financial statements.
3.13 Revenue and other income, page F-14
11.You disclose that you operated and managed two CEA vertical farms at AEON Alpha
Angle and the Kota Damansara farm in the 2023 Fiscal Year. You also disclose your
arrangement with AEON where AEON pays Agroz Group the account balance of the
total gross receipt of sales of fresh produce sold at the sales center, after deducting all
costs, (30%) margins, reimbursement, and other costs. Please expand your revenue
recognition accounting policy here to cover such arrangements for your operated and
managed vertical farms.
15. Financial Risk Management and Fair Values of Financial Instruments
(i) Trade Receivables, page F-34
12.We note your response to comment 22. You indicated that 24% of your December 31
accounts receivable remained uncollected as of September 2024, with the majority of
the outstanding amount are owed by third party industrial business customers. Please
explain the underlying reasons why portion of the December 31, 2023 accounts
receivable from third-party industrial business customer remains uncollected for an
extended period of time. Additionally, please expand your disclosure to provide more
detailed information regarding the time it takes to collect your accounts receivable, as
your disclosure is not representative of the collection days in your response.

October 23, 2024
Page 4
22. Related Party Balances and Transactions, page F-45
13.We note your response to comment 23 and the revisions made. Please further revise to
clarify your note for ** where you state that the company's shareholdings in Agroz
Ventures and Agroz Vertical Farms are proxy holdings, with such shares held in trust.
Specifically disclose the details for the arrangement, including the percentage of
your holdings, and how such arrangement would impact your considerations whether
any accounting is required for such holding.
General
14.Please file your exhibits in proper text-searchable format, including exhibits 10.5,
10.7, 10.10, 10.11, 10.12, 10.13, and 10.14. Refer to Item 301 of Regulation S-T.
15.We note your response to previous comment 4 that "there is no perpetual license to
use Agroz’s software pursuant to the software development agreements." Section 5(a)
of the Software Development Agreement dated April 15, 2024, included as Exhibit
10.12, provides that all intellectual property rights in the Software developed under
the agreement will be owned by Agroz. However, Section 5(b) provides that "[t]he
owning party grants the other a non-exclusive, worldwide, perpetual license to use the
Software." A corresponding provision is included in Section 5 of the January 18, 2023
Software Development Agreement included as Exhibit 10.11. Please clarify why there
is no license to use the software given these provisions.
            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 Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ross Carmel, Esq.

September 16, 2024
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.
Draft Registration Statement on Form F-1
Submitted August 20, 2024
CIK No. 0002009233
Dear Gerard Kim Meng 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 August 20, 2024
Cover Page
1.We note your disclosure that Mr. Gerard Kim Meng Lim is a controlling shareholder.
Please clarify on the cover page whether you intend to maintain “controlled company”
status under the applicable Nasdaq listing rules and rely on the exemptions from Nasdaq
corporate governance standards following the offering, and specify those exemptions in
the cross-referenced disclosure. If you intend to rely on the exemptions and maintain
“controlled company” status under the Nasdaq listing rules after the offering, please
provide appropriate risk factor disclosure.
Prospectus Summary, page 1
Please balance your disclosure regarding Agroz in the Prospectus Summary section to
include equally prominent disclosure of the limitations you face in implementing your 2.

September 16, 2024
Page 2
business strategy, including, but not limited to:
•a discussion of your significant related party transactions;
•a discussion of potential limitations to CEA vertical farming, such as your statement
on page 15 that "[t]he production of staple crops such as wheat and rice is a roadblock
for large scale vertical farming due to these crops' specific growth requirements and
current vertical farming technology limitations;"
•a statement that your audit report includes a paragraph related to substantial doubt
about your ability to continue as a going concern; and
•a statement that your management has identified certain material weaknesses in your
internal controls.
Our Products and Services, page 4
3.Please expand on the discussion of your products and services to note for the most recent
applicable periods (i) the number of CEA vertical farms you designed and/or constructed,
(ii) the number of CEA vertical farms for which you provided operation and management
services, (iii) the number of CEA vertical farms you sold to third parties, and (iv) the
number of CEA vertical farms which you owned and operated.
4.We note your disclosure regarding Agroz OS and Agroz ERP. We also note that you have
entered into two Software Development Agreements with Braiven Co., Ltd. pursuant to
which Braiven provides you with certain software development services. Please note
whether any aspects of the Agroz OS or Agroz ERP were developed by Braiven and
whether you are significantly reliant on Braiven for the development of your products.
Additionally, please provide a complete description of the Software Development
Agreement with Braiven, including a discussion of:
•the payment terms and any milestone payments that have been paid to date or which
you may still be required to pay;
•the perpetual license to use the software granted to Braiven;
•any material foreign exchange risk you face given the $4 million payments due to
Braiven appear to be denominated in U.S. dollars; and
•any actual or potential conflicts of interest given that Braiven was founded by your
Chief Technology Officer.
Market Opportunity, page 6
5.We note your statements in this section and throughout the prospectus discussing your
"top-grade" products being available where they are most highly demanded. Please revise
to clarify the meaning of top-grade. Please revise this and any disclosure throughout the
registration statement to provide a basis for statements, including any relevant metrics,
regarding your competitive position and comparisons between your products and services
and those of your competitors. Refer to Item 4.B.7 of Form 20-F.

Recent Developments, page 7
We note your statement that "[e]arly feedback from the pilot rollout of Agroz Copilot has
been encouraging." Please briefly explain the early feedback from the pilot rollout and the 6.

September 16, 2024
Page 3
way or ways in which it has been encouraging.
Risk Factors
Risks Related to our Business and Industry
We may not be able to adequately protect our intellectual property and other proprietary rights
that are material to our business, page 16
7.We note your disclosure here that you "own unregistered source codes to (i) the software
components of the future developmental version of Agroz OS and (ii) the PLC." On page
8 you note that you hold copyrights for "[t]he source code to the PLC integrated into
Agroz OS" and "[t]he source code to Agroz OS and Agroz ERP." Please clarify the level
of intellectual property protection you hold for these source codes and what it means for
them to be unregistered. Your disclosure should clarify why their unregistered
nature makes them susceptible to potential infringement. Additionally, please expand the
disclosure regarding your copyrights to note the jurisdiction in which you hold the
copyrights and any applicable expiration dates.
Risks Related to The Shares, page 18
8.We note your disclosure of the outstanding Agroz Inc. Redeemable Convertible Preferred
Shares. Please add risk factor disclosure regarding the RCPS. Your disclosure
should address the potential dilutionary impact to investors upon conversion of these
securities, potential payments upon redemption and any material interest payments.
Additionally, please discuss the RCPS in the Prospectus Summary.
Use of Proceeds, page 28
9.We note you plan to use a portion of the net proceeds of this offering for acquisitions.
Please revise to provide all information required by Item 3.C of Form 20-F. Additionally,
we note your significant liabilities and operating expenses for related parties. Please
clarify how the proceeds from this offering will be allocated to pay off such liabilities and
operating expenses, specifically in regard to the related parties.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
32
10.We note your statement that your "CEA practices are a combination of various digital
technologies," including 5G communications. Here or elsewhere in the prospectus, please
briefly describe the use of 5G communications in your business.
Business
Our Products and Services, page 53
11.We note your statement that in the future you "plan to implement other green RE sources
such as biogas and hydrogen." Please provide additional details on your plans to
implement these additional RE sources, including any work you have done to date and
your anticipated timeline.
12.We note your disclosure "[n]ot only are superfoods nutrient rich, they sell at higher prices
and price margins." Please revise to provide additional disclosure to depict the price and
margin difference between your superfoods and your other products.

September 16, 2024
Page 4
Competition, page 58
13.We note your statement that you believe your competitors only compete with you at
various parts of your business model but not all three. When discussing your competitors,
please identify which parts of your business model they do and do not engage in.
Present and Ongoing Related Party Transactions, page 67
14.We note your disclosure of certain related party transactions. Please revise to discuss how
pricing and supply are determined and how disputes are resolved with your related parties.
To the extent you have oral contracts governing your arrangements with
these related parties, please file as an exhibit a written description of the oral contracts.
For guidance, please refer to Compliance and Disclosure Interpretations, Regulation S-K,
Question 146.04.
15.Please revise your descriptions of certain related party transactions to identify the nature
and extent of the operating expenses paid by Agroz or the related party.
16.Please expand your risk factor disclosure to address any material risks related to your
significant related party transactions.
Related Party Transactions, page 67
17.Please clarify what it means for certain related parties to be "[s]ignificantly influenced" by
the controlling shareholder or key management of the Group. It is not clear from your
current disclosure what relationship exists between Agroz and the related party.
Notes to Consolidated Financial Statements
2. Reorganization, basis of presentation and going concern
2.1 Reorganization, page F-7
18.You disclose that Agroz Inc. and Agroz Group are with identical shareholding structures
and were under common control. Therefore, you accounted for the reorganization as a
recapitalization of the operating entity. Please provide an analysis that supports the notion
that they were entities under common control during the periods presented including
details sufficient to understand the controlling ownership of Agroz Inc. and Agroz Group
before and after the Reorganization.
2.3 Basis of Preparation, page F-8
19.You stated on page 11 and page 25 that you are an Emerging Growth Company ("EGC")
and elected to take advantage of an extended transition period for complying with new or
revised accounting standards. We further note here that you have adopted all applicable
new and revised IFRS Standards that are effective. Please note that the EGC accounting
deferral election is not applicable to IFRS filers. Please refer to the cover page of Form F-
1 and revise accordingly.
3.10 Cash, page F-13
20.You define cash to include deposits held by banks that can be added or withdrawn without
limitation. Please tell us how your definition complies with IAS 7.6 and IAS 7.7.

September 16, 2024
Page 5
12. Capital and Reserves, page F-29
21.You disclose at page 20 that there are certain restrictions on a Malaysian company's
ability to make dividend distributions. Please tell us your consideration of providing
parent-only financial statements under Rules 5-04 and 12-04 of Regulation S-X, which is
required when the restricted net assets of the registrant’s consolidated subsidiaries exceed
25% of consolidated net assets as of the end of the most recently completed fiscal year.
15. Financial Risk Management and Fair Values of Financial Instruments
(i) Trade Receivables, page F-34
22.You disclose that trade receivables are due within 30-104 days from the date of billing
and 70% of your outstanding receivables at December 31, 2023 have been collected as of
the date of the consolidated financial statements filed in August 2024. In that regard, 30%
of receivables are significantly past due, even over 104 days. Please clarify the 30%
amount due from related parties and third parties, and how you evaluate the
reasonableness of your loss allowance and the extent to which you consider the length of
time an account has been staying past due beyond your year end to be an indicator of
impairment.
22. Related Party Balances and Transactions, page F-45
23.Please revise to disclose the meaning of "[s]ignificantly influenced" when you define the
relationship between related parties, including any equity holdings and accounting
consequences, if any. We also note that you purchase and sell a big portion of your fresh
produce from and to related parties. Please help us understand the arrangement.
General
24.We note the many partnerships, contracts, and agreements you disclose you have entered
into. For the following agreements, please revise to disclose the material terms of these
agreements:

•Leased CEA vertical farms you operate (we note your disclosure on page 36 of two
new lease agreements);
•The agreements with Microsoft to be an Independent Software Vendor and a
Microsoft AI Cloud Partner;
•The strategic partnership with AEON Co. (M) Berhad;
•The borrowing agreement with HWG Cash Berhad; and
•The Software Development Agreement with Braiven date January 18, 2023.

Please file the agreements as exhibits to the Registration Statement pursuant to Item
601(b)(10) of Regulation S-K or tell us why you are not required to do so.
25.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

September 16, 2024
Page 6
            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
Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ross Carmel, Esq.