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

2.     Please balance your disclosure regarding Agroz in the Prospectus Summary
section to
       include equally prominent disclosure of the limitations you face in
implementing your
 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

6.     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
 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.