Agroz Inc.

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2025

Date of event requiring this shell company report

(Translation of Registrant's name into English)

(Jurisdiction of incorporation or organization)

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

47810 Petaling Jaya, Selangor , Malaysia

( Address of Principal Executive Offices )

Mr. Gerard Kim Meng Lim , Chief Executive Officer

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

47810 Petaling Jaya, Selangor , Malaysia

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

The number of Agroz Inc.'s outstanding shares as of December 31, 2025 was 21,853,485 Ordinary Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iii

Item 1 Identity of Directors, Senior Management and Advisers 1

Item 2 Offer Statistics and Expected Timetable 1

Item 5 Operating and Financial Review and Prospects 32

Item 6 Directors, Senior Management and Employees 50

Item 7 Major Shareholders and Related Party Transactions 59

Item 11 Quantitative and Qualitative Disclosures about Market Risk 82

Item 12 Description of Securities Other Than Equity Securities 82

Item 13 Defaults, Dividend Arrearages and Delinquencies 83

Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds 83