UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~For the TOmonth ~~RULE~~of ~~13a-16~~February ~~OR 15d-16~~2026

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-42885

Agroz Inc.

(Translation of registrant’s name into English)

No. 2, Lorong Teknologi 3/4A, Taman Sains Selangor, Kota Damansara,

47810 Petaling Jaya, Selangor, Malaysia

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~INFORMATION~~Note Financing ~~CONTAINED IN THIS FORM 6-K REPORT~~

~~The~~On February ~~unaudited~~10, ~~interim~~2026, ~~condensed~~the ~~consolidated~~Company ~~financial statements~~entered ~~for~~into ~~Agroz~~a ~~Inc.~~Note Purchase Agreement with an investor (“~~Angkasa-X~~Investor”), ~~“the~~pursuant to which the Company” issued and sold to the Investor a Secured Promissory Note in the original principal amount of $3,330,000.00 (the “weNote”). The Note carries an original issue discount of $300,000.00 (the “~~our~~OID”). orIn addition, the Company agreed to pay $30,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Note (the “usTransaction Expense Amount”). The OID and the Transaction Expense Amount are included in the initial principal balance of the Note. The purchase price of the Note is $3,000,000.00, computed as follows: ~~for~~$3,330,000.00 initial principal balance, less the ~~six~~OID, ~~months~~less ~~ended~~the ~~June~~Transaction 30Expense Amount. The Company consummated the offering of the Note (“Offering”) on February 10, ~~2025~~2026. ~~and~~The ~~2024~~Company’s placement agent, ~~are~~Maxim ~~furnished~~Group ~~herewith~~LLC, aswas ~~Exhibit~~paid 99$210,000.100 toin ~~this~~commissions, or ~~Form~~seven ~~6-K~~percent (7%) of the gross proceeds from the Offering. The Company received offering proceeds of $2,740,440.00 following the deduction of legal fees and placement agent fees.

~~SPECIAL~~Note Purchase ~~NOTE REGARDING FORWARD-LOOKING STATEMENTS~~Agreement

~~Statements~~Pursuant to inthe ~~this~~Note ~~current~~Purchase ~~report~~Agreement, ~~with~~until ~~respect to~~all obligations under the ~~Company’s~~Transaction ~~current~~Documents ~~plans,~~(as ~~estimates,~~defined ~~strategies~~below) ~~and~~are ~~beliefs~~paid and ~~other~~performed ~~statements~~in full (or as otherwise expressly provided), the Company covenants that: ~~are~~(i) ~~not~~for ~~historical~~so ~~facts~~long ~~are~~as ~~forward-looking statements~~the ~~about~~Investor beneficially owns the ~~future~~Note ~~performance~~and offor at least twenty (20) Trading Days thereafter, the Company. ~~Forward-looking~~shall ~~statements~~timely ~~include,~~file ~~but~~all ~~are~~reports ~~not~~required ~~limited~~under ~~to,~~Sections ~~those~~13 ~~statements~~or ~~using~~15(d) of the Securities ~~words~~Exchange ~~such~~Act asof ~~“believe~~1934,” ~~“expect,”~~as ~~“plans,”~~amended ~~“strategy,”~~(the “~~prospects,”~~Exchange ~~“forecast,~~Act” ~~“estimate~~),” ~~“project,”~~maintain ~~“anticipate,”~~adequate ~~“aim,”~~current ~~“intend~~public information in compliance with Rule 144 under the Securities Act of 1933,” ~~“seek~~as amended,” and remain a reporting issuer under the Exchange Act; (ii) the Company’s Ordinary ~~“may~~Shares,” ~~“might,”~~par value $0.0001 per share (“~~could~~Ordinary Shares”) shall remain listed or ~~“should~~quoted on NYSE,” ~~and~~NYSE ~~words~~American, ofor ~~similar~~Nasdaq, as ~~meaning~~applicable; (iii) trading in ~~connection~~the ~~with~~Ordinary ~~a discussion~~Shares ofshall ~~future~~not ~~operations~~be suspended, ~~financial~~halted, ~~performance~~chilled, ~~events~~frozen, reach zero bid, or ~~conditions.~~otherwise ~~From~~cease on ~~time~~the toCompany’s ~~time~~principal trading market, ~~oral~~other orthan ~~written~~due ~~forward~~to market-~~looking~~wide ~~statements may~~trading ~~also~~suspensions; be(iv) ~~included~~neither inthe ~~other~~Company ~~materials~~nor ~~released~~any subsidiary toshall ~~the~~effect ~~public.~~any ~~These~~Restricted ~~statements~~Issuance ~~are~~(as ~~based~~defined onbelow) ~~management~~without the Investor’s ~~assumptions~~prior written consent, ~~judgments~~unless the proceeds ~~and~~are ~~beliefs~~used to repay the Note in ~~light~~full; of(v) the ~~information~~Company ~~currently~~shall ~~available~~not toenter ~~it.~~into ~~The~~any ~~Company~~agreement ~~cautions~~or ~~investors~~covenant that restricts or prohibits a ~~number~~variable-rate transaction ofwith ~~important~~the ~~risks~~Investor ~~and uncertainties~~or ~~could~~its ~~cause~~affiliates ~~actual~~or ~~results~~the issuance of any Company securities to ~~differ~~the ~~materially~~Investor ~~from~~or ~~those~~its ~~discussed~~affiliates; in(vi) neither the ~~forward-looking~~Company ~~statements,~~nor ~~including~~AGSB ~~but~~shall ~~not limited~~grant toany lien, ~~product~~security ~~and~~interest, ~~service~~or ~~demand~~encumbrance ~~and~~on ~~acceptance,~~any ~~changes~~assets inwithout ~~technology,~~the ~~economic~~Investor’s ~~conditions,~~prior written consent; (vii) the ~~impact~~Company ofshall ~~competition~~not ~~and~~permit ~~pricing~~AGSB to sell, ~~government~~ ~~regulation~~transfer, ~~and~~or ~~other~~issue ~~risks~~any ~~contained~~equity, invoting ~~reports~~rights, ~~filed~~or byother equity interests; (viii) the Company ~~with~~shall not permit AGSB to incur indebtedness other than in the ~~U.S.~~ordinary ~~Securities~~course ~~and~~of ~~Exchange~~business; ~~Commission~~and (~~“SEC”~~ix)~~. Therefore,~~ ~~investors~~any ~~should~~newly ~~not~~formed ~~place~~or ~~undue~~acquired subsidiary ~~reliance~~or onbusiness ~~such~~shall ~~forward-looking~~execute ~~statements.~~a ~~Actual~~guaranty ~~results~~substantially ~~may~~similar ~~differ~~to ~~significantly~~the ~~from those~~Guaranty ~~set~~within ~~forth~~ten in(10) ~~the~~Trading ~~forward-looking~~Days ~~statements~~of such formation or acquisition.

After an Event of Default (as defined below), the Investor may seek injunctive relief: (i) prohibiting any issuance of Ordinary Shares or preferred stock unless fifty percent (50%) of gross proceeds are contemporaneously applied to the Note; (ii) invalidating any lock-up imposed in breach of clause (v) of the immediately preceding paragraph; and (iii) preventing the consummation of any Fundamental Transaction (as defined below) unless the Note is repaid in full or the Investor provides written consent.

“Transaction Documents” means the Note, the Security Agreement, the Pledge Agreement, the Guaranty, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with the Note Purchase Agreement, as the same may be amended from time to time.

“Trigger Event” means any of the following: (i) the Company fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (ii) a receiver, trustee or other similar official shall be appointed over the Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (iii) the Company becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; (iv) the Company makes a general assignment for the benefit of creditors; (v) the Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (vi) an involuntary bankruptcy proceeding is commenced or filed against the Company; (vii) the Company enters into a definitive agreement that contemplates a Fundamental Transaction that does not include as a condition to closing the full repayment of the Note, or the Company consummates a Fundamental Transaction where the Note is not repaid in full at the closing of such Fundamental Transaction; (viii) the Company fails to observe or perform any covenant set forth in Section 4 of the Note Purchase Agreement; (ix) the Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of the Company contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this definition and Section 4 of the Note Purchase Agreement; (x) any representation, warranty or other statement made or furnished by or on behalf of the Company to the Investor herein, in any Transaction Document, or otherwise in connection with the issuance of the Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (xi) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $500,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by the Investor; or (xii) the Company or any subsidiary of the Company, breaches any covenant or other term or condition contained in any Other Agreements.

“Event of Default” means a Trigger Event which becomes an event of Default. At any time following the occurrence of a Trigger Event, the Investor may, at its option, send written notice to the Company demanding that the Company cure the Trigger Event within five (5) Trading Days or ten (10) Trading Days with respect to the other Trigger Events. If the Company fails to cure the Trigger Event within the required five (5) or ten (10) Trading Day cure period, as applicable, such Trigger Event becomes an event of Default under the Note.

~~MANAGEMENT’S~~“Fundamental Transaction” ~~DISCUSSION~~means: ~~AND~~(a) (i) ~~ANALYSIS~~the Company or any of its subsidiaries shall, directly or indirectly, in one or more related OFtransactions, ~~FINANCIAL~~consolidate ~~CONDITION~~or ~~AND~~merge ~~RESULTS~~with OFor ~~OPERATIONS~~into (whether or not the Company or any of its subsidiaries is the surviving corporation) any other person or entity, (ii) the Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person or entity, (iii) the Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), (iv) the Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company held by the other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business combination), (v) the Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Ordinary Shares or preferred shares, other than an increase in the number of authorized Ordinary Shares or preferred shares, (vi) the Company transfers any material asset to any subsidiary, affiliate, person or entity under common ownership or control with The Company, or (vii) The Company pays or makes any monetary or non-monetary dividend or distribution to its shareholders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act (as defined in the Note Purchase Agreement) and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of the Company.

~~You should read the following~~ “~~Management’s~~Other ~~Discussion and Analysis~~Agreements” inmeans, ~~conjunction~~collectively, ~~with~~(i) ~~the~~all ~~section~~existing ~~inclusive~~and offuture ~~our~~agreements ~~financial statements~~ and ~~the~~instruments ~~related~~between, ~~notes~~among ~~provided~~or ~~elsewhere in~~by ~~this~~the ~~Form~~Company ~~6-K.~~(or Asan affiliate), ~~used~~on inthe ~~this~~one ~~“Management’s~~hand, ~~Discussion~~ and ~~Analysis~~the ofInvestor ~~Financial~~(or ~~Condition~~an ~~and Results of Operation” section~~affiliate), ~~the~~on ~~terms “~~the ~~Group,”~~other ~~“we~~hand,” ~~“our”~~ and ~~“us”~~(ii) ~~refer~~any tofinancing ~~Agroz~~agreement ~~Inc.~~or ~~and~~a ~~Agroz~~material ~~Group,~~agreement ~~collectively.~~that ~~“Agroz~~affects ~~Group”~~the ~~refers~~Company’s ~~solely~~ongoing tobusiness ~~Agroz Group Sdn~~operations. ~~Bhd., a Malaysian private limited company, our operating subsidiary.~~

~~OVERVIEW~~“Restricted Issuance” means the issuance, incurrence or guaranty of any debt obligations (including any merchant cash advance, account receivable factoring or other similar agreement), other than trade payables in the ordinary course of business, or the issuance of any securities that (i) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Ordinary Shares; (ii) are or may become convertible into Ordinary Shares (including without limitation convertible debt, warrants or convertible preferred shares), with a conversion price that varies with the market price of the Ordinary Shares, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition; (iii) have a fixed conversion price, exercise price or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security (A) due to a change in the market price of Company’s Ordinary Shares since the date of the initial issuance or (B) upon the occurrence of specified or contingent events directly or indirectly related to the business of Company (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); or (iv) are issued or to be issued in connection with Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For the avoidance of doubt, Ordinary Shares issued pursuant to any of the following will not be considered Restricted Issuances: (i) at-the-market facilities; or (ii) primary offerings of Ordinary Shares, convertible preferred stock, or warrants without variable price mechanics or anti-dilution or other similar mechanics that would allow for the reduction of the conversion price of the convertible preferred stock or the exercise price of the warrants.

~~We are a vertically integrated agricultural technology~~The ~~company~~Note ~~applying~~Purchase ~~technology~~Agreement ~~solutions,~~is ~~innovative~~filed ~~business~~herein ~~models,~~as ~~processes,~~Exhibit ~~and systems to design, build, manage, and operate indoor CEA vertical farms~~10. ~~We also operate CEA vertical farms which produce clean, pesticide free, fresh and nutritious rich vegetables directly to consumers and businesses~~1. ~~Our~~Capitalized ~~EduFarm~~terms atused ~~AEON~~in ~~Alpha Angle was also aimed to educate~~ the ~~public~~“Note onPurchase ~~how~~Agreement” ~~our vegetables are grown. Our~~subsection ~~CEA practices are a combination~~ of ~~various~~this ~~digital~~Form ~~technologies,~~6-K ~~including~~have ~~IoT,~~the ~~data~~meanings ~~analytics,~~set ~~artificial~~forth ~~learning,~~in ~~machine~~the ~~learning, automation,~~Note ~~cloud~~Purchase ~~and edge computing, and 5G communications~~Agreement. ~~We use 5G communications primarily to enhance internet connectivity within our CEA practices, which is essential for real-time monitoring and control of our agricultural operations.~~

~~Our mission is to improve food safety, food security,~~Secured ~~and~~Promissory sustainability for society by creating a reliable, accessible food supply through our agricultural technology (“AgTech”) products and services. We believe we are revolutionizing and transforming agricultural production through our CEA technology and methods. We believe our technology enables us to grow more food in less space safely without the use of pesticides, herbicides and other dangerous chemicals, while reducing the need for storage and refrigeration. We aim to improve food security and deliver freshness by growing food locally, nearer to where it is consumed, which reduces transportation and therefore lowers the food miles generated and our carbon emissions impact, leading to more environmentally friendly outcomes for food production.Note

WeThe Note ~~believe~~has ~~there~~an isoriginal ~~vast~~principal ~~market~~amount ~~potential~~of ~~for~~$3,330,000.00 and carries an OID of $300,000.00. Any interest, fees, charges, and late fees accrued under the ~~AgTech~~Note ~~and~~(“Issuance ~~CEA~~Date”) ~~vertical~~are ~~farming~~due ~~markets~~on ~~globally~~the ~~and~~date inthat is six (6) months after the ~~Southeast~~issuance ~~Asian~~date ~~region~~of the Note (the “Maturity Date”). ~~Starting~~The ~~with~~Note ~~Malaysia,~~bears weinterest ~~aim~~on toits ~~match~~Outstanding Balance at the ~~top-grade~~rate of nine percent (9%) per annum from the ~~products~~Issuance weDate ~~have~~until ~~available~~the tosame is paid in full. Interest is computed on the ~~markets~~basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in ~~which~~accordance ~~they~~with ~~are~~the terms of the ~~most~~Note ~~highly~~on ~~demanded~~the Maturity Date. The Company may prepay the Note without any penalties.

~~Principal~~Each time ~~activities~~the Company receives any funds in connection with any fundraising or financing transaction (including, but not limited to, any warrant exercises, “at the market” financing, equity line of credit or debt financing), it shall immediately make a mandatory prepayment under the Note in an amount equal to the lesser of (a) thirty-three percent (33%) of the amount raised in such transaction, and (b) the Outstanding Balance due under the Note as of the closing date of such financing, payable within two (2) Trading Days of receiving such amount.

WeOn up ~~primarily~~to ~~derive~~two ~~our~~(2) ~~revenue~~separate ~~from:~~occasions, the Company may extend the Maturity Date by three (3) months by sending the Investor ten (10) days’ prior written notice. Each time the Company exercises this extension right, the Outstanding Balance will automatically increase by seven-and-a-half percent (7.5%).

Subject to the terms of the Note, at any time after the occurrence of any Trigger Event, Investor may, at its option, increase the Outstanding Balance by applying the Trigger Effect (ias defined below). ~~designing~~At any time following the occurrence of a Trigger Event, Investor may, at its option, send written notice to Borrower demanding that Borrower cure the Trigger Event described in clause (a) of Section 3.1 (the Company fails to pay any principal, interest, fees, charges, or any other amount when due and/ payable) within five (5) Trading Days or ten ~~constructing~~(10) ~~indoor~~Trading ~~CEA~~Days ~~vertical~~with ~~farms;~~respect to the other Trigger Events. If Borrower fails to cure the Trigger Event within the required five (5) or ten (10) Trading Day cure period, as applicable, such Trigger Event will automatically become an Event of Default.

(ii) operating and managing indoor CEA vertical farms;

(iii) selling CEA vertical farms; and

(iv) selling fresh produce.

1. Designing and/or Constructing Indoor Vertical Farms

Our goal is to create efficient, sustainable, and environmentally controlled vertical farms which maximize crop yield and crop quality and allow for precise management of temperature, humidity, light and nutrients.

We design and/or construct indoor CEA vertical farms for our clients according to their specific needs. This involves planning each CEA vertical farm’s layout, designing its infrastructure, building the farm’s structural framework, setting up equipment, and implementing the Agroz OS within the farm. The Agroz OS, at its most current stage of development, integrates certain hardware and software solutions detailed below. Through Agroz OS, we aim to improve productivity, boost yield, and improve the quality of produce generated within CEA vertical farms.

~~Agroz~~At any OStime isand ~~currently~~from ~~comprised~~time ofto ~~digitally~~time ~~automated hardware~~following ~~systems~~the ~~capable~~occurrence of: ~~(i)~~any ~~managing~~Event ~~various~~of ~~environmental~~Default, ~~conditions~~Investor ~~within~~may accelerate the ~~CEA~~Note ~~vertical~~by ~~farms~~written ~~and~~notice ~~water~~to Borrower, ~~quality~~with the Outstanding Balance becoming immediately due and ~~volume,~~ payable in cash at the Mandatory Default Amount (iias defined below). Notwithstanding ~~providing~~the ~~irrigation~~foregoing, ~~and~~upon ~~nutrient~~the ~~fertigation;~~occurrence of any Trigger Event described in clauses (~~iii~~b) ~~providing~~– ~~light~~(f) of Section 3.1, an Event of Default will be deemed to ~~crops;~~have ~~(iv)~~occurred ~~managing~~and ~~energy~~the ~~use;~~Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately and ~~(v)~~automatically ~~collecting~~due ~~data~~and payable in cash at the Mandatory Default Amount, without any written notice required by Investor for the Trigger Event to ~~enable~~become ~~management~~an Event of ~~temperature~~Default. ~~and~~At ~~lighting~~any ~~within~~time after the ~~farms~~occurrence of any Event of Default, asupon ~~well~~written asnotice ~~nutrient~~given by ~~provision~~the Investor to the Company, ~~irrigation~~interest ~~and~~shall ~~fertigation~~accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law (“Default Interest”).

~~As of the date of this Form 6-K, we have implemented~~“Mandatory inDefault ~~Agroz~~Amount” OSmeans the ~~above~~Outstanding ~~digitally~~Balance ~~automated~~following hardware systems. We have also integrated in Agroz OS software solutions enabling email and communication systems for farm organization. Agroz OS also includes Agroz ERP, a software system that tracks every aspect of the ~~vertical farm’s~~application ~~business activities, including: (1) farm input materials (i.e., seeds, nutrients, growth media, packaging, consumables, carbon dioxide); (2) growth~~ of produce at different stages; (3) farm personnel activity; (4) harvest inventory; (5) sales orders, invoices, and deliveries, and (6) accounting records. Agroz ERP is also accessible as a mobile application. These software solutions are supported by Microsoft Azure and Microsoft AI, which solutions are possible pursuant to being Microsoft ISV and Microsoft AI Cloud Partner under the ~~Microsoft~~Trigger ~~Publisher Agreement and Microsoft AI Cloud Partner Program Agreement filed as Exhibits 10~~Effect.~~7 and 10.8, respectively, in the Company’s Form F-1 filed with the SEC on September 16, 2025 and incorporated by reference herein.~~

~~We have integrated an AI agent system into Agroz~~“Major ~~OS,~~Trigger ~~which~~Event” ~~system~~means isany ~~supported~~Trigger byEvent ~~Microsoft~~occurring AIunder ~~and~~Sections ~~capable of presenting complex agricultural decisions to farm managers and farm owners and autonomously executing such decisions after human approval is received~~3.1(a) ~~The AI system’s agents can undertake complex multi~~-~~step~~ ~~autonomous actions within vertical farms and result in vertical farms which can be independently and automatically operated~~3.1(h) Investors should be aware that such AI agent system is distinct from the Agroz Copilot; by contrast, Agroz Copilot is a GenAI application separate from Agroz OS, which enables human farmers to input queries and instructions into an application to receive recommendations for assistance with daily tasks, not a system for autonomous functioning of ~~vertical farms. Although we have launched a pilot rollout for Agroz Copilot, this application is still under development and we do not currently have a date certain for~~ the ~~official launch of Agroz Copilot to the public~~Note.

~~Agroz OS additionally includes Intuit QuickBooks~~“Minor toTrigger ~~aid~~Event” inmeans ~~financial~~any ~~reporting~~Trigger ~~and~~Event ~~bookkeeping,~~that ~~with~~is ~~such~~not ~~accounting~~a ~~software~~Major ~~stored~~Trigger ~~on cloud servers and financial information protected by encryption technology and firewall~~Event.

2.“Trigger Effect” ~~Operating~~means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by (a) fifteen percent (15%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor Trigger Event, and ~~Managing~~then ~~Indoor~~adding the ~~CEA~~resulting ~~Vertical~~product ~~Farms~~to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the sum of the foregoing then becoming the Outstanding Balance under the Note as of the date the applicable Trigger Event occurred; provided, however, that the aggregate application of the Trigger Effect may not exceed twenty-five percent (25%).

~~Following the successful design and/or construction~~Any ~~of CEA vertical farms~~fees, ~~our~~balance ~~clients may also receive~~adjustments, atDefault ~~their~~Interest ~~option,~~or ~~farm~~other ~~operation~~charges ~~and~~assessed ~~management~~under ~~services. The services we offer in this respect include~~ the ~~overseeing~~Note ofare ~~day-to-day~~not ~~CEA~~penalties ~~vertical~~but ~~farm~~instead ~~operations~~are ~~and~~intended ~~performing~~by ~~regular maintenance of our clients’~~the ~~CEA~~parties ~~vertical~~to ~~farm systems~~be, ~~using~~and ~~all~~shall ofbe ~~the intellectual property we have developed~~deemed, ~~including~~liquidated ~~Agroz OS and the standard operating procedure supporting CEA vertical farm operations~~damages. ~~We began generating revenue from the operation and management services for our clients’ CEA vertical farms in fiscal year 2024.~~

~~Currently, the CEA vertical farms we operate and~~A ~~manage~~form include: (i) a 10,021 square foot indoor vertical farm in Kota Damansara and (ii) a 5,239 square foot educational vertical farm (“EduFarm”) at the AEON Mall Alpha Angle, a shopping center in Wangsa Maju, Kuala Lumpur, Malaysia (“AEON Alpha Angle”). The Malaysia Book of ~~Records, a publication of record setting achievements, recognizes~~ the ~~vertical~~Note ~~farm~~is wefiled ~~operate~~herein ~~and manage at AEON Alpha Angle~~ as ~~the~~Exhibit ~~largest~~10.2. ~~indoor~~Capitalized ~~vertical~~terms ~~farm~~used ~~located inside a shopping mall~~ in ~~Malaysia. Additionally, in June of 2024,~~ the ~~Malaysian government,~~“Secured ~~through~~Promissory ~~the~~Note” ~~Ministry~~subsection of ~~Agriculture and Food Security, recognized the EduFarm for meeting Malaysian Good Agricultural Practices~~this ~~(“myGAP.PF”)~~Form ~~requirements~~6-K inhave ~~being pesticide free. MyGAP.PF is a certification scheme recognizing farms which adopt agricultural practices with an environmentally friendly concept, safeguarding~~ the ~~welfare~~meanings ~~and~~set ~~safety~~forth ~~of workers and do not use synthetic pesticides to produce quality, safe and edible products. This certification covers 20 types of vegetables grown~~ in the ~~CEA vertical farms we manage and operate, including green butterhead, red butterhead, green coral, red coral, wild rocket, green kale, and arugula, to name a few~~Note.

~~Through~~Security Agreement, ~~the~~Pledge ~~EduFarm~~Agreement, ~~we also supply fresh produce sold at AEON Alpha Angle~~ and ~~at certain supermarkets operated by AEON Co. (M) Berhad (“AEON”).~~ Guaranty

The Company’s obligations under the Note and the other Transaction Documents are secured by: (i) all of Company’s assets, as further described in the Security Agreement (the “Security Agreement”), a form which is filed herein as Exhibit 10.3; (ii) a pledge of Company’s ordinary shares in Agroz Group Sdn. Bhd., a Malaysian company (“AGSB”) which is the subsidiary of the Company, pursuant to the terms of the Pledge Agreement (the “Pledge Agreement”) a form which is filed herein as Exhibit 10.4; and (iii) a guarantee of the Company’s obligations pursuant to the Transaction Documents by AGSB pursuant to the Guaranty, a form of which is filed herein as Exhibit 10.5.

Under the Security Agreement, the Company pledged and granted to the Investor a first-position security interest in the Collateral (as defined below), as security for the Obligations (as defined below). Amongst other things, the Company also agreed not to sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein (other than inventory in the ordinary course of business) and not to, directly or indirectly, allow, grant or suffer to exist any Lien (as defined in the Security Agreement”) upon any of the Collateral, other than Permitted Liens (as defined in the Security Agreement). Under the Pledge Agreement, the Company granted the Investor a first-position security interest in all of the ordinary shares of AGSB held by the Company. Under the Guaranty, AGSB agreed guarantee the Obligations (as defined in the Guaranty).

“Collateral” means all right, title, interest, claims and demands of the Investor in and to the property described in Schedule A of the Security Agreement, and to all replacements, proceeds, products, and accessories thereof.

“Obligations” means all loans, advances, future advances, debts, liabilities and obligations, howsoever arising on or after February 10, 2026, owed by the Company to the Investor or any affiliate of the Investor of every kind and description, whether created by the Note, the Security Agreement, any other Transaction Documents, any future loan or other agreements between the Company and the Investor (or any affiliate of the Investor), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to the Investor or as an affiliate of the Investor or acquired by the Investor or an affiliate of the Investor by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys’ fees, incurred by the Investor or any affiliate of the Investor in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of the Security Agreement, and (d) the performance of the covenants and agreements of the Company contained in the Security Agreement and all other Transaction Documents.

~~3. Sale of CEA Vertical Farms~~SUBMITTED HEREWITH

We sell CEA vertical farms to potential buyers separate from the services that comprise the first and second revenue streams identified in the “Principal activities” subsection above. Our completed CEA vertical farms are fully operational and optimized. Each CEA vertical farm includes Agroz OS. We aim to achieve high-yield crop production and resource management through the CEA vertical farms.EXHIBIT

4. Sale of Fresh Produce


10.1+	Note Purchase Agreement
10.2+	Form of Secured Promissory Note
10.3+	Form of Security Agreement
10.4+	Form of Pledge Agreement
10.5+	Form of Guaranty

We+ ~~also~~Portions ~~generate revenue from sales~~ of ~~fresh~~this ~~produce, which~~exhibit ~~produce consist of (i) produce grown in the leased CEA vertical farms we operate and (ii) produce outsourced from our clients’ CEA vertical farms and other suppliers. To date, we~~ have ~~successfully~~been ~~grown 50 different crops and are currently offering 21 varieties of crops for sale~~redacted. Our key distribution avenue is the direct distribution of fresh produce to Malaysian-based wholesale distributors, and large supermarket brand retailers, such as AEON, and recently we have expanded our distribution to Village Grocer.

RESULTS OF OPERATIONS

Financial information in U.S. dollars

Our financial statements contain translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. The conversion of Malaysian Ringgit into U.S. dollars in the financial statements is based on the exchange rates set forth in the statistical release of The Federal Reserve, the central bank of the United States. Unless otherwise noted, all translations from Malaysian Ringgit to U.S. dollars and from U.S. dollars to Malaysian Ringgit for the six months period ending on June 30, 2025 (the “2025 Interim Period”) were made at a month-end spot rate of MYR4.2257 to US$1.00 or an average spot rate of MYR4.3794 to US$1.00.

	For the six months ended June 30,
	2024			2025			2025
	(Unaudited)			(Unaudited)			(Unaudited)
	MYR			MYR			USD
Revenue
- from third parties		5,730,636			28,632,549			6,538,007
- from related parties		1,082,923			—			—
Total revenue		6,813,559			28,632,549			6,538,007
Cost of revenue		(5,398,795	)		(21,898,821	)		(5,000,416	)
Gross profit		1,414,764			6,733,728			1,537,591
Selling and promotion expenses		(95,265	)		(20,271	)		(4,629	)
General and administrative expenses		(2,901,428	)		(3,543,387	)		(809,103	)
Other income		1,093			1,102,754			251,805
(Provision)/reversal of credit loss on trade receivables		(4,085	)		342,284			78,158
Operating (loss)/profit		(1,584,921	)		4,615,108			1,053,822
Finance costs		(764,254	)		(792,213	)		(180,895	)
(Loss)/profit before taxation		(2,349,175	)		3,822,895			872,927
Income tax expenses		(225,946	)		(1,578,290	)		(360,390	)
(Loss)/profit for the period		(2,575,121	)		2,244,605			512,537

Revenue

	For the six months ended June 30,
	2024		2025		2025
	(Unaudited)		(Unaudited)		(Unaudited)
	MYR		MYR		USD
Offering farm solutions		3,050,000		—		—
-Design services		1,050,000		—		—
-Construction services		2,000,000		—		—
Management fees		81		—		—
Sale of fresh produce from the CEA vertical farms		3,763,478		28,632,549		6,538,007
		6,813,559		28,632,549		6,538,007

	For the six months ended June 30,
	2024		2025		2025
	(Unaudited)		(Unaudited)		(Unaudited)
	MYR		MYR		USD
Offering farm solutions		3,050,000		—		—
-from third parties		2,000,000		—		—
-from related parties		1,050,000		—		—
Sale of fresh produce from the CEA vertical farms		3,763,478		28,632,549		6,538,007
-from third parties		3,730,636		28,632,549		6,538,007
-from related parties		32,842		—		—
Management fees		81		—		—
-from related parties		81		—		—
		6,813,559		28,632,549		6,538,007

Revenue generated for the 2025 Interim Period was MYR28,632,549 ($6,538,007), representing an increase of 320.23% from revenue in the 2024 Interim Period. This increase in revenue was due to increased sales of vegetables in the 2025 Interim Period, from MYR 3,763,478 to MYR 28,632,549 ($6,538,007), representing an increase of MYR24,869,071.

Costs of revenue

	For the six months ended June 30,
	2024		2025		2025
	(Unaudited)		(Unaudited)		(Unaudited)
	MYR		MYR		USD
Costs of revenue
- Construction cost		1,925,000		—		—
- Consulting fees		66,076		—		—
- Vegetable costs		3,367,657		21,705,653		4,956,308
- Planting related costs		—		55,589		12,693
- Wages and benefits		40,062		137,579		31,415
		5,398,795		21,898,821		5,000,416

Our costs of revenue include costs incurred directly from CEA vertical farm construction, employee wages and benefits, consulting fees, vegetable costs, as well as costs related to CEA vertical farm operations, such as seed and fertilizer expenses, utilities and packaging fees. For the 2024 Interim Period, our costs of revenue amounted to MYR5,398,795, of which MYR3,367,657 were vegetable costs. Our costs of revenue amount increased from MYR5,398,795 in the 2024 Interim Period to MYR21,898,821 ($5,000,416) in the 2025 Interim Period. The reason for this increase was additional costs incurred in tandem with the increase in the vegetable costs.

Selling and promotion expenses

The following table sets forth a breakdown of our selling and promotion expenses for the periods indicated:

	For the six months ended June 30,
	2024		2025		2025
	(Unaudited)		(Unaudited)		(Unaudited)
	MYR		MYR		USD
Selling and promotion expenses
- Entertainment expenses		4,054		—		—
- Marketing fees		91,211		20,271		4,629
		95,265		20,271		4,629

The Group’s selling and promotion expenses are derived from marketing fees and entertainment expenses. We incurred marketing and advertising expenses on popular media platforms, with the intention of boosting our media presence and brand awareness and generating more visitors (and potentially customers) to our website.

Marketing fees for the 2025 Interim Period MYR20,271 ($4,629) were significantly lower than marketing expenses for the 2024 Interim Period MYR91,211, due to the Group’s one-off engagement of an agency to develop the Group’s marketing solutions in the 2024 Interim Period to build brand awareness but does not recur in 2025 Interim Period.

General and administrative expenses

The following table sets forth a breakdown of our general and administrative expenses for the interim periods indicated:

	For the six months ended June 30,
	2024		2025		2025
	(Unaudited)		(Unaudited)		(Unaudited)
	MYR		MYR		USD
General and administrative expenses
- Director fee		880,000		770,000		175,823
- Professional fees		939,645		1,161,646		265,252
- Wages and benefits		573,420		754,973		172,392
- Depreciation and amortization		277,536		534,878		122,135
- Commission paid		101,417		6,000		1,370
- Office expenses		122,922		306,648		70,021
- Others		6,488		9,242		2,110
		2,901,428		3,543,387		809,103

The following table sets forth a breakdown of our administrative expenses for the fiscal years indicated:

Director fee

During the 2025 Interim Period and the 2024 Interim Period, Gerard Kim Meng Lim, the Chief Executive Officer and director of Agroz Inc. (“Agroz”) and also one of its shareholders, was entitled to director’s fee of MYR770,000 ($175,823) and MYR880,000, respectively for his services to Agroz.

Professional fees

Our legal and professional fees for the 2024 Interim Period totaled MYR939,645, which increased to MYR1,161,646 ($265,252) in the 2025 Interim Period. This increase is mainly attributed to audit fees and other professional fees in preparation for our prospective IPO incurred in the 2025 Interim Period.

Wages and benefits

Wages and benefits mainly included staff salaries, Employees Provident Fund, Social Security Organization, Employment Insurance System and allowances. Staff costs increased by MYR181,553 from MYR573,420 in the 2024 Interim Period to MYR754,973 ($172,392) in the 2025 Interim Period due to our recruitment of new staff increase from 14 staffs to 16 staffs in the 2025 Interim Period.

Depreciation and amortization

Depreciation and amortization charges for the 2024 Interim Period in general and administrative expenses amounted to MYR277,536. These charges mainly include depreciation charges on Agroz Group’s fixed assets, such as furniture and fittings, fire system, computer and equipment, motor vehicle, computer software and websites. For the 2025 Interim Period, our depreciation and amortization charges were MYR534,878 ($122,135), representing an increase of MYR257,342 from the 2024 Interim Period. This significant increase was due to the Group’s newly leased office premises for operations.

Other (expense)/income

	For the six months ended June 30,
	2024			2025		2025
	(Unaudited)			(Unaudited)		(Unaudited)
	MYR			MYR		USD
Interest income		109			4		1
Foreign exchange loss		(131,364	)		141,614		32,336
Rental income		132,348			—		—
Reversal of provision		—			870,739		198,826
Other income		—			90,397		20,642
Total other income		1,093			1,102,754		251,805

Expected credit losses on trade receivables

The following table sets forth a breakdown of our expected credit losses (“ECL”) on trade receivables for the periods indicated:

	For the six months ended June 30,
	2024			2025			2025
	(Unaudited)			(Unaudited)			(Unaudited)
	MYR			MYR			USD
(Reversal of allowances)/loss allowances for ECL on third party retail outlet customers		6,357			4,319			986
Loss allowances for ECL on third industrial business customers		26,825			(16,616	)		(3,794	)
Loss allowances/(reversal of allowances) for ECL on related party customers		(29,097	)		(329,987	)		(75,350	)
Total credit loss on trade receivables		4,085			(342,284	)		(78,158	)

The Group recognizes loss allowances for ECL on financial assets measured at amortized cost. For the periods ended June 30, 2025 and 2024, the Group measures the loss allowance for a financial instrument in an amount equal to the ECL which result from all possible default events over the expected life of such financial instrument (“lifetime expected credit losses”) for trade receivable or if the credit risk on such financial instrument has significant increase since initial recognition. For the 2024 Interim Period, ECL amounted to MYR4,085. ECL further decreased to (MYR342,284) ($78,158) in the 2025 Interim Period due to the decrease in trade receivables.

Loss allowances for trade receivables are always measured in an amount equal to lifetime ECLs. ECLs on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors and an assessment of both the current and forecast general economic conditions at the reporting date.

For all other financial instruments, the Group recognizes a loss allowance equal to 12-month ECLs unless there has been a significant increase in credit risk of the financial instrument since initial recognition, in which case the loss allowance is measured at an amount equal to lifetime ECLs.

Finance costs

The following table sets forth a breakdown of our financial expenses for the years indicated:

	For the six months ended June 30,
	2024		2025		2025
	(Unaudited)		(Unaudited)		(Unaudited)
	MYR		MYR		USD
Finance costs
- Bank charges		2,207		4,011		915
- Interest on lease liabilities		123,305		120,665		27,553
- Interest on redeemable convertible preference shares (“RCPS”)		622,964		652,240		148,934
- Interest of HWG Cash Berhad		13,630		13,630		3,112
- Interest on bank borrowing		2,148		1,667		381
Total finance costs		764,254		792,213		180,895

Our finance costs include bank charges and interest charges, primarily attributable to interest on redeemable convertible preference shares (“RCPS”). From the 2024 Interim Period to the 2025 Interim Period, our finance costs increased from MYR764,254 to MYR792,213 ($180,895).

Income tax expenses - Malaysia profits tax

For the 2025 Interim Period and the 2024 Interim Period, the tax rate was 24% for companies incorporated in Malaysia with paid-in capital of MYR2.5 million or more. The Company is subject to income taxes on entities based on profit arising in or derived from the jurisdiction in which the Company and its subsidiaries are domiciled or operate in.

For the 2025 Interim Period, Agroz Group incurred an income tax expense amounted to MYR970,724 ($221,657). For the 2024 Interim Period, Agroz Group did not incur any income tax expenses due to the loss incurred during this six month period but there is under provision of tax in prior years.

The Company is subject to income taxes on entities based on profit arising in or derived from the jurisdiction in which the Company and its subsidiaries are domiciled or operate in.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth our non-current assets, current assets, equity, non-current liabilities and current liabilities as of the dates indicated:

	As of December 31, 2024		As of June 30, 2025
	(Audited)		(Unaudited)
	MYR		MYR		USD
Assets
Property, plant and equipment		225,316		243,294		57,575
Intangible assets		2,096,815		1,861,291		440,469
Deferred tax assets		30,023		–		–
Prepayments - to a related party		5,517,306		5,751,779		1,361,142
Prepayments and deposits - to third parties		1,684,351		1,788,127		423,156
Total prepayments and deposits		7,201,657		7,539,906		1,784,298
Right-of-use assets		2,277,208		2,022,484		478,615
Deferred offering costs		1,738,900		1,703,414		403,108
Non-current assets		13,569,919		13,370,389		3,164,065
Trade receivables - from third parties		35,596,841		35,643,051		8,434,827
Trade receivables - from related parties		720,013		–		–
Total trade receivables		36,316,854		35,643,051		8,434,827
Prepayments and other receivables		30,915		49,064		11,612
Amounts due from related parties		751,695		1,071,069		253,465
Cash		390,500		3,625,690		858,009
Current assets		37,489,964		40,388,874		9,557,913
Total assets		51,059,883		53,759,263		12,721,978
Equity
Share capital		8,540		8,540		2,021
Additional paid-in capital		6,903,616		6,903,616		1,633,721
Other reserves		633,029		997,651		228,519
Retained earnings		6,189,752		8,434,357		1,995,967
Total equity		13,734,937		16,312,164		3,860,228
Liabilities
Lease liabilities, non-current		2,095,605		1,872,935		443,225
Bank borrowing, non-current		39,774		32,828		7,769
Deferred tax liabilities		–		96,130		22,749
Redeemable convertible preference shares		6,213,040		3,746,569		886,615
Non-current liabilities		8,348,419		5,748,462		1,360,358
Trade payables		14,089,238		9,730,696		2,302,741
Other payables, current		3,105,476		2,119,398		501,550
Tax payables		3,991,673		5,372,593		1,271,409
Bank borrowing, current		13,255		13,738		3,251
Lease liabilities, current		397,705		426,472		100,923
Amount due to related parties, current		4,001,850		8,734,750		2,067,054
Redeemable convertible preference shares, current		3,377,330		5,300,990		1,254,464
Current liabilities		28,976,527		31,698,637		7,501,392
Total liabilities		37,324,946		37,447,099		8,861,750
Total equity and liabilities		51,059,883		53,759,263		12,721,978

Trade receivables

	As of December 31, 2024			As of June 30, 2025
	(Audited)			(Unaudited)
	MYR			MYR			USD
Receivables from offering farm solutions
- from third parties		19,234,500			5,239,775			1,239,978
- from related parties		1,100,000			50,000			11,832
Receivables from selling of fresh vegetables
- from third parties		16,693,373			30,722,011			7,270,277
- from related parties		32,841			32,841			7,772
Total trade receivables, gross		37,060,714			36,044,627			8,529,859
Less: allowances for doubtful debts		(743,860	)		(401,576	)		(95,032	)
Total trade receivables, net		36,316,854			35,643,051			8,434,827

Aging analysis of gross trade receivables, based on tax invoice dates, as of December 31, 2024 and June 30, 2025 are as follows:

	As of December 31, 2024		As of June 30, 2025
	(Audited)		(Unaudited)
	MYR		MYR		USD
Within 3 months		30,278,889		16,275,319		3,851,508
More than 3 months but within 6 months		3,010,069		10,407,107		2,462,813
More than 6 months but within 1 year		2,470,419		9,277,008		2,195,377
More than 1 year		1,301,337		85,193		20,161
Total trade receivables, gross		37,060,714		36,044,627		8,529,859

Our trade receivables encompass amounts owed to us for offering controlled environment agriculture (“CEA”) vertical farm solutions and selling fresh produce. All of our trade receivables are expected to be recovered within one year. We invoice our clients on a milestone basis following our service agreement or upon completion of transactions. Our trade receivable balance decreased from MYR37,060,714 in 2024 Fiscal Year to MYR36,044,627 ($8,529,859) in the 2025 Interim Period. This decrease was mainly due to the farm solutions outstanding amount received from related party. As of June 30, 2025, more than 78% of outstanding trade receivables as of 2024 Fiscal Year have been collected.

In determining the recoverability of a trade receivable, we consider any changes in the credit quality of the trade receivables from the date credit was initially granted up to the reporting date. There was no significant change in credit quality for our trade receivable balances which were past due and partially impaired. Accordingly, management believes that no further credit provision is required.

Management closely reviews the Group’s trade receivables balances to proactively detect any known trends or uncertainties, and no trends or uncertainties have been identified which might affect the collectability of our customer receivables balances. An ECL amount to MYR743,860 was provided in the 2024 Fiscal Year and decreased to MYR401,576 ($95,032) in the 2025 Interim Period. This is because management believes there is a decrease in the risk of not being able to recover these trade receivables and thus lesser loss allowances were made in the 2025 Interim Period.

Prepayments, deposits and other receivables

	As of December 31, 2024		As of June 30, 2025
	(Audited)		(Unaudited)
	MYR		MYR		USD
Non-current:
Prepayments for intangible assets
- to a third party (note (a))		5,517,306		5,751,779		1,361,142
- to a related party (note (b))		1,406,508		1,510,284		357,405
		6,923,814		7,262,063		1,718,547
Deposits		277,843		277,843		65,751
Subtotal		7,201,657		7,539,906		1,784,298
Current:
Prepayments		—		—		—
Other receivables		30,915		49,064		11,612
Subtotal		30,915		49,064		11,612
Total prepayments, deposits and other receivables		7,232,572		7,588,970		1,795,910

Other prepayments, deposits and other receivables mainly consisted of prepayments for intangible assets, rental deposits, prepayments of our office premises, and utility deposits. Prepayments, deposits and other receivables increased from MYR7,232,572 in the 2024 Fiscal Year to MYR7,588,970 ($1,795,910) in the 2025 Interim Period, mainly due to the prepayments for intangible assets. During the 2024 Interim Period, we had prepaid $1,691,307 (MYR7,975,697) for intangible assets and IPO-related professional fees of MYR1,703,414 ($403,108) for the engagement of all relevant professionals, including but not limited to fees for legal counsel and initial public offering consultants.

Trade and other payables

	As of December 31, 2024		As of June 30, 2025
	(Audited)		(Unaudited)
			MYR		USD
Trade payables (note (a))		14,089,238		9,730,696		2,302,741
Other payable and accruals		1,832,975		805,327		190,578
Wages payable		200,235		322,740		76,376
Interest payable of RCPS		1,072,266		991,331		234,596
Total trade and other payables		17,194,714		11,850,094		2,804,291

Note:

(a) An aging analysis of the trade payables as of December 31, 2024 and June 30, 2025 are as follows:

	As of December 31, 2024		As of June 30, 2025
	(Audited)		(Unaudited)
	MYR		MYR		USD
Within 3 months		13,892,154		3,488,221		825,477
More than 3 months but within 6 months		1,226		3,775,862		893,547
More than 6 months but within 1 year		139,580		2,390,336		565,666
More than 1 year		56,278		76,277		18,051
Total trade receivables, gross		14,089,238		9,730,696		2,302,741

All trade and other payables classified as current are expected to be settled within one year or are repayable on demand. In the 2024 Fiscal Year, our trade payables amounted to MYR14,089,238 had decreased to MYR9,730,696 ($2,302,741) in the 2025 Interim Period, representing a decrease of MYR4,358,542. This decrease was mainly due to repayment of the cost of design services contractors, which amounted to MYR4,355,000. The cost of vegetables made up of 72% of total trade payables in 2025 Interim Period.

Other payables and accruals

Other payables and accruals consisted of accrued operating expenses and sundry payables. Other payables and accruals decreased from MYR1,832,975 in the 2024 Fiscal Year to MYR805,327 ($190,578) in the 2025 Interim Period. This decrease was mainly due to a decrease in sundry payables in 2025 Interim Period which have been settled at the end of the 2025 Interim Period. Wages payable increased from MYR200,235 in the 2024 Fiscal Year to MYR322,740 ($76,376) in the 2025 Interim Period, mainly due to the increase in monthly tax deduction payable to Inland Revenue Board and statutory contributions.

CASH FLOWS STATEMENTS

The following table sets forth a summary of our cash flows for the periods indicated.

	For the six months ended June 30,
	2024			2025
	(Unaudited)			(Unaudited)
	MYR			MYR			USD
Net cash (used in)/generated from operating activities		3,834,274			39,404			8,998
Net cash used in investing activities		(5,578,861	)		(62,608	)		(14,296	)
Net cash generated from financing activities		2,299,096			3,468,583			792,023
Effect of foreign currency exchange rate		—			(210,189	)		(17,882	)
Net change in cash		554,509			3,235,190			768,843
Cash at beginning of the period		109,161			390,500			89,166
Cash at end of the period		663,670			3,625,690			858,009

Operating activities

For the 2025 Interim Period, net cash generated from operating activities was MYR39,404 ($8,998), which primarily reflected our net profit of MYR3,822,895 ($872,927), as adjusted for (i) increase in trade receivables which amounted to MYR 1,016,187 ($232,015), (ii) decrease in trade payables which amounted to MYR4,358,542 ($995,237), (iii) increase in amounts due from related companies which amounted to MYR929,344 ($219,927), and (iv) reversal of provision which amounted to MYR870,737 ($212,208). For the 2024 Interim Period, net cash generated from operating activities was MYR3,834,274, which primarily reflected our net loss of MYR2,349,175, as adjusted for (i) decrease in trade receivables which amounted to MYR 2,450,218, (ii) increase in trade payables which amounted to MYR2,513,215, (iii) decrease in amounts due from related companies which amounted to MYR353,692, and (iv) finance cost for the six months ended June 30, 2024 which amounted to MYR762,047.

Investing activities

For the 2025 Interim Period, net cash used in investing activities was MYR62,608 ($14,296), which primarily consisted of purchases of property, plant and equipment amounted to MYR62,608 ($14,296). For the 2024 Interim Period, net cash used in investing activities was MYR5,578,861, primarily consisting of purchase of intangible assets - IT software from related parties and third parties amounted to MYR5,311,711 and MYR169,600 respectively.

Financing activities

For the 2025 Interim Period, net cash generated from financing activities was MYR3,468,583 ($792,023), primarily consisting of cash advances received from related parties amounted to MYR3,839,926 ($876,816) and repayment of lease liabilities totaling MYR314,568 ($71,829). For the 2024 Interim Period, net cash generated from financing activities was MYR2,299,096, primarily consisting of proceeds from the issuance of AI RCPS totaling MYR3,134,350 and payment for IPO listing related costs amounted to MYR471,570.

Capital expenditures

Our capital expenditures mainly include contract purchase of property, plant and equipment and intangible assets. Our capital expenditures commitment were amounted to MYR13,313,961 and MYR12,493,108 ($2,956,459), in the 2024 Fiscal Year and 2025 Interim Period, respectively. Our capital expenditures mainly arise from certain purchase contracts providing for IT software such as E-commerce website design, Internet of Things (IoT) management platforms, system integration platforms and Enterprise Resource Planning (ERP) systems entered into with suppliers and the developments of comprehensive Robotics AI Platform designed to facilitate the creation, deployment, and management of intelligent robotic systems . The majority of these contractual commitments are due within two years and upon the project progress. Other than as shown above, the Group did not have any significant capital and other commitments, long-term obligations or guarantees in the 2024 Fiscal Year and 2025 Interim Period.

Other than purchases of property, plant and equipment and intangible assets stated under investing activities, there were no other significant capital expenditures incurred in either the 2024 Fiscal Year or the 2025 Interim Period.

OFF-BALANCE SHEET ARRANGEMENTS

The Group currently has no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Credit risk

Assets that potentially subject the Group to a significant concentration of credit risk primarily consist of cash, trade and other receivables and amounts due from related parties.

Cash holdings risk

The Group maintains the position that the cash held within its portfolio are exposed to minimal credit risk. This belief stems from the fact that these assets are managed by esteemed financial institutions located within the jurisdictions of operation of both Agroz Inc. and its subsidiaries. We believe that the rigorous standards and reputations of these institutions significantly mitigate potential risks associated with our cash holdings.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group does not account for any fixed rate financial instruments at fair value through profit or loss at the end of each reporting period. Therefore, interest-bearing financial instruments at fixed rates do not expose the Group to fair value interest rate risk. The Group’s interest rate risk arises primarily from cash at bank at variable rates, for which the amount is immaterial. Therefore, the Group’s interest rate risk exposure was insignificant.

The Group’s risk management objective for interest rate risk is to reduce its exposure to variability of cash flows arising from changes in interest rates. Interest rates on the Group’s lease contracts and bank borrowing are fixed and thus are not sensitive to fluctuation in market interest rates.

Foreign currency risk

Our exposure to foreign currency risk arose primarily through service income or expenses denominated in a currency other than the functional currency of the operations to which the currency relates. The currencies giving rise to this risk are primarily US$. As MYR converts to US$ the exchange rate becomes larger, but foreign exchange fluctuations remain stable, refer from these few years even the exchange rate will increase but its increase gradually at a stable rate.

CRITICAL JUDGEMENTS AND KEY ESTIMATES

Under International Financial Reporting Standards (“IFRS”), we are required to make estimates and assumptions in presentation and preparation of the financial statements for the 2023 Fiscal Year and 2024 Fiscal Year.

We prepared our consolidated financial statements in accordance with IFRS, which requires us to make judgments, estimates and assumptions that affect (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our results of operations or financials condition.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) expected credit loss of trade receivables; (ii) operating leases and right of use asset; (iii) redeemable convertible preference shares and (iv) revenue recognition. See Note 3 — Significant Accounting Policies to our consolidated financial statements for a disclosure of these accounting policies. We believe that provision for expected credit losses on trade receivables involve the most significant judgements in the preparation of our consolidated financial statements.

(i) Provision for expected credit losses on trade receivables

The Group estimates the loss allowances for trade receivables by assessing the ECLs in accordance IFRS 9 Financial Instruments. This requires the use of estimates and judgements due to the inherent uncertainty in estimating the expected loss rate over the life of trade receivables.

For trade receivables related to third-party retail outlet customers, the Group measures loss allowances at an amount equal to lifetime ECLs, which is calculated using a provision matrix. Expected loss rates are based on actual loss experience over the past 2 years. These rates are adjusted to reflect differences between economic conditions during the period over which the historical data has been collected, current conditions and the Group’s view of economic conditions over the expected lives of the receivables.

For trade receivables related to third-party industrial business customers and related parties, the Group measures loss allowances at an amount equal to lifetime ECLs, which is calculated using a behavioral scoring system taking into consideration current and historical credit worthiness, aging analysis, operating history in the relevant industry, reputation in the market and paid-in capital scale. Customers with positive behavior in all scoring areas, would be assigned a low-risk grading. Customers with positive behavior in most of the scoring areas, would be assigned a fair-risk grading. Customers with lesser positive behavior in scoring areas, would be assigned a substantial grading. The Group keeps assessing the expected credit loss of trade receivables during their expected lives.

Additionally, the Group makes specific bad debt provisions based on any specific knowledge the Group has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Group to use substantial judgment in assessing its collectability. After the reporting date and up to the date of this report, there have been no significant changes in macroeconomic indicators or customer credit risk that would materially impact the assumptions used in the ECL model. Management continues to monitor forward-looking indicators, including industry-specific developments and credit performance, to assess whether adjustments are required in future reporting periods.

RECENT ACCOUNTING PRONOUNCEMENTS

See the discussion of the recent accounting pronouncements contained in Note 2.3 of the unaudited condensed consolidated financial statements and consolidated financial statements entitled “Basis of preparation.”

Financial Statements and Exhibits

Exhibits

Exhibit No.		Description
99.1		Unaudited Condensed Consolidated Interim Financial Statements as of and for the six-month periods ended June 30, 2025 and June 30, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Agroz Inc.
Date: January 2, 2026	By:	/s/ Gerard Kim Meng Lim
	Name:	Gerard Kim Meng Lim
	Title:	Chief Executive Officer

Agroz Inc.

15/s/ Gerard Kim Meng Lim Gerard Kim Meng Lim, Chief Executive Officer Date: February 13, 2026

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