Company Description

Our mission is to improve food safety, food security, and sustainability for society by creating a reliable, accessible food supply through our agricultural technology (hereinafter sometimes referred to as “AgTech”) and vertical farming (synonymous with controlled environment agriculture and hereinafter sometimes referred to as “CEA”) methods. Agroz is a fully vertically integrated agricultural technology company applying technology solutions, innovative business models, processes, and systems to design, build, manage, and operate indoor CEA vertical farms. We also operate CEA vertical farms in local communities to grow and deliver clean, pesticide free, fresh and nutritious rich vegetables directly to consumers and businesses, and to educate the public on how our vegetables are grown. Revenue Model We primarily derive our revenue from: (1) designing and/or constructing indoor CEA vertical farms; (2) operating and managing indoor CEA vertical farms; (3) selling CEA vertical farms, and (4) selling fresh produce. We offer a comprehensive set of farm solutions to our clients. We work with clients to set up CEA vertical farms, starting with the design phase, and continuing into the construction and implementation phrase. We build the structural framework for the CEA vertical farms, install their interior components, and integrate the Agroz OS (as defined below) which is essential to the operation of the CEA vertical farms we design and/or construct. After constructing the CEA vertical farms, we assist clients with operation and management as needed. 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 our Agroz Farm Operating System (“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 OS is currently comprised of digitally automated hardware systems capable of: (i) managing various environmental conditions within the CEA vertical farms and water quality and volume, (ii) providing irrigation and nutrient fertigation; (iii) providing light to crops; (iv) managing energy use; and (v) collecting data to enable management of temperature and lighting within the farms, as well as nutrient provision, irrigation and fertigation; and software solutions which enable email and communication systems for the organization of the farm, supported by Microsoft Azure Cloud and Microsoft Azure AI. Agroz OS also consists of: (i) an AI agent system, which can undertake complex multi-step autonomous actions within vertical farms and result in vertical farms which can be independently and automatically operated; and software solutions which enable: (ii) tracking of every aspect of the vertical farm’s business activities through our proprietary Agroz ERP. At a later developmental stage, we expect to integrate Intuit QuickBooks into Agroz OS to aid in financial reporting and bookkeeping, with such accounting software stored on cloud servers and financial information protected by encryption technology and firewall. We expect that Intuit QuickBooks will be fully integrated into Agroz OS in 2025. 2. Operating and Managing Indoor CEA Vertical Farms Following the successful design and/or construction of CEA vertical farms, our clients may also receive, at their option, farm operation and management services. The services we offer in this respect include the overseeing of day-to-day CEA vertical farm operations and performing regular maintenance of our clients’ CEA vertical farm systems, using all of the intellectual property we have developed, including Agroz OS and the standard operating procedure supporting CEA vertical farm operations. We began generating revenue from the operation and management services for our clients’ CEA vertical farms in fiscal year 2024. Currently, we operate and manage two (2) CEA vertical farms. The first CEA vertical farm we operate and manage is a 10,021 square foot indoor vertical farm in Kota Damansara. Agroz Group leases certain property located at Kota Damansara pursuant to the terms of the Tenancy Agreement between Agroz Group and Child’s Partner (M) Sdn. Bhd (“Child’s Partner”), the lessor of such property. Agroz Group remits monthly rent as consideration for renting such property. The Tenancy Agreement between Agroz Group and Child’s Partner is filed herein as Exhibit 10.9. The second CEA vertical farm we operate and manage is a 5,239 square foot educational vertical farm (“EduFarm”) at the AEON Mall Alpha Angle (“AEON Alpha Angle”), a shopping center in Wangsa Maju, Kuala Lumpur, Malaysia. Agroz Group is the lessee of certain space owned by AEON Co. (M) Berhad (“AEON”) in its mall at AEON Alpha Angle, Wangsa Maju, Malaysia pursuant to the terms of that certain Tenancy Agreement between Agroz Group and AEON. The Tenancy Agreement between Agroz Group and AEON is filed as Exhibit 10.4 herein. Pursuant to the terms of the Tenancy Agreement, AEON granted Agroz Group a tenancy to occupy this space and operate it as a CEA vertical farm. As consideration for occupying and renting this space, Agroz Group agreed to pay monthly rent as well 30% of the monthly revenue generated at the EduFarm. The lease term is for three (3) years, ending on April 30, 2026, unless Agroz Group requests for an extension of lease and AEON grants an extension thereof. The Malaysia Book of Records, a publication of record setting achievements, recognizes the vertical farm we operate and manage at AEON Alpha Angle as the largest indoor vertical farm located inside a shopping mall in Malaysia. Additionally, in June of 2024, the Malaysian government, through the Ministry of Agriculture and Food Security, recognized the EduFarm for meeting Malaysian Good Agricultural Practices (“myGAP.PF”) requirements in being pesticide free. MyGAP.PF is a certification scheme recognizing farms which adopt agricultural practices with an environmentally friendly concept, safeguarding the welfare and safety 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. Through the EduFarm, we also supply fresh produce sold at AEON Alpha Angle and at certain supermarkets operated by AEON. 3. Sale of CEA Vertical Farms We sell CEA vertical farms to potential buyers once they are fully operational and optimized. Each CEA vertical farm includes Agroz OS. We aim to achieve high-yield crop production and resource management through these CEA vertical farms. 4. Sale of Fresh Produce We also generate revenue from sales of fresh produce, which 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 grown 50 different crops and are currently offering 21 varieties of crops for sale. 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. --- Our principal executive office is located at No. 2, Lorong Teknologi 3/4A, Taman Sains Selangor, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia. Our telephone number is +6018 218-2300. Our corporate website address is https://agrozgroup.com. Our registered office in the Cayman Islands is located at the office of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205 Cayman Islands. Our agent for service of process in the United States is Sichenzia Ross Ference Carmel LLP, located at 1185 Avenue of the Americas, 31st Floor, New York, NY 10036.