Agroz Inc. — FY2025 Form 20-F Summary
Reporting period: Fiscal year ended December 31, 2025. Agroz is a Cayman Islands holding company whose operating subsidiary, Agroz Group Sdn. Bhd., runs its business in Malaysia. Financial statements are prepared under IFRS and presented primarily in Malaysian ringgit (MYR); USD amounts below are the filing’s convenience translations.
Business context and results
Agroz provides controlled-environment vertical-farm design and construction, farm operation and management, and fresh-produce sales. At year-end it operated two Malaysian farms totaling about 15,260 square feet. Revenue is reported in one operating segment.
| Metric | FY2025 | FY2024 |
|---|---|---|
| Revenue | MYR 73.13 million (USD 18.03 million) | MYR 40.86 million |
| Gross profit / margin | MYR 21.88 million / 29.9% | MYR 14.82 million / 36.3% |
| Operating profit | MYR 13.09 million | MYR 8.02 million |
| Profit before tax | MYR 11.99 million | MYR 6.35 million |
| Net profit | MYR 6.58 million (USD 1.62 million) | MYR 3.51 million |
| Net cash from/(used in) operations | MYR (6.28) million | MYR 0.94 million |
Revenue rose 79.0%, while net profit increased about 87%. Fresh-produce sales grew 143.3% to MYR 48.72 million, representing 66.6% of revenue. Farm-solutions revenue rose 17.2% to MYR 24.41 million, all from construction services; a one-off project for Customer A contributed MYR 22.85 million, or 31.2% of total revenue. No revenue came from related parties in 2025, versus MYR 1.43 million in 2024.
Gross margin fell to 29.9% from 36.3%, reflecting the larger share of lower-margin produce sales and the shift in farm-solutions revenue from higher-margin design work to construction. Management reported fresh-produce gross margin of 22.0% before allocated farm costs and 20.5% after allocations. Earnings per share were MYR 0.32 (USD 0.08), on a historical pre-reverse-split basis.
Financial position, cash flow and liquidity
At December 31, 2025, cash was MYR 1.48 million (USD 0.36 million), total assets MYR 87.62 million, total liabilities MYR 52.00 million, and equity MYR 35.62 million. Current assets were MYR 71.31 million against current liabilities of MYR 49.66 million, but current assets were dominated by MYR 68.29 million of net trade receivables; cash was limited.
Current liabilities included MYR 6.58 million (USD 1.62 million) of redeemable convertible preference shares (RCPS) subject to redemption rights within one year, MYR 6.06 million due to related parties, and MYR 9.35 million of tax payables. Bank borrowings totaled MYR 0.84 million; lease liabilities were MYR 2.10 million. Contracted software and AI development commitments were MYR 12.00 million (USD 2.96 million). The company reported negative operating cash flow despite positive net income, principally because receivables increased by MYR 32.26 million.
The auditor issued an unmodified opinion on the FY2025 financial statements but included a going-concern explanatory paragraph. Management and the auditor state that substantial doubt exists about the company’s ability to continue as a going concern within the relevant 12-month period. Management plans to seek additional financing, improve operating efficiency and working-capital management, and pursue joint ventures, collaborations and licensing; success is not assured. Investing cash outflow was MYR 5.58 million and financing cash inflow was MYR 12.69 million, including IPO proceeds.
Material changes, outlook and risks
- Customer and collection concentration: Customer A accounted for 58.8% of 2025 revenue across construction and produce sales; Customers I and G contributed 22.5% and 12.9%, respectively, from produce sales. Five customers represented 99.78% of year-end gross receivables. Receivables more than six months old were MYR 26.41 million, or 38.1% of gross receivables. The company reported that about 74% of year-end 2025 receivables had been collected by September 28, 2026.
- Margins and growth quality: Produce growth depended partly on purchasing from suppliers, including related-party farms. Future sales and farm-project revenue depend on customer demand, crop yields, supply stability and contract opportunities. The large 2025 construction award was described as a one-off project.
- Financing after year-end: On February 10, 2026, Agroz issued a secured note with $3.33 million original principal, 9% annual interest and six-month maturity. The filing reports $2.74 million of proceeds after specified fees. The company later requested a three-month extension, which increases the outstanding balance by 7.5% under the disclosed terms. The note is secured by company assets and Agroz Group shares, guaranteed by the subsidiary, and contains restrictive covenants and default provisions.
- Potential share dilution and robotics commitments: Subsequent-event disclosures describe robotics-platform development agreements, including a $10 million related-party agreement and a $2.5 million third-party agreement, with share settlements described for portions of the consideration. The filing gives differing dates and terms for the related-party share settlement; it reports agreements involving 4 million and 6 million shares for that project and 5 million shares for the third-party project. Confirm what was issued, remains due and is included in the disclosed capital commitments.
- Nasdaq listing: The company disclosed a February 2026 minimum-bid-price deficiency and a delisting determination it planned to appeal. A separate May 2026 notice cited failure to file the FY2025 Form 20-F on time; Agroz anticipated regaining compliance before a scheduled September 29, 2026 hearing. The filing also says a 1-for-20 reverse split was scheduled to become effective September 29, 2026.
- Controls and cybersecurity: Management reported ineffective disclosure controls and material weaknesses involving IT general controls, IFRS/SEC reporting expertise, segregation of duties, and formal risk assessment and supervision. Remediation plans include hiring and establishing control functions. Separately, a representative informed Agroz of a July 2025 ransomware incident involving unauthorized access and data exfiltration; company information may have been included, although the representative reported no evidence of misuse at the time.
- Litigation: V Capital Consulting Limited sued the operating subsidiary in February 2026, alleging $903,213.86 plus interest and costs was owed for IPO advisory services. Agroz disputes the claim and counterclaims $1.25 million. The company had accrued a $1.0 million liability at year-end, made no provision for additional damages, interest or legal costs, and did not recognize the counterclaim as an asset.
- Other risks and outlook: Agroz cites its limited operating history, vertical farming’s high energy and capital costs, competition, supply-chain and labor needs, food-safety and consumer-preference risks, and dependence on external financing. It launched Agroz Copilot in October 2025. The filing provides no quantified revenue or earnings guidance. No cash dividends are expected in the foreseeable future. RCPS carry a cumulative 10% annual dividend preference and redemption/conversion rights.
Most important facts for investors to verify
- Current cash runway, financing availability, RCPS maturities and redemption demands, related-party balances, and the company’s progress toward resolving the stated going-concern uncertainty.
- Collections after September 28, 2026 on the aged and highly concentrated receivables, including the status of Customer A and other major customers.
- The precise Nasdaq hearing, appeal and listing status, the effective date and post-split share count, and reconciliation of the reported 21,853,485 year-end shares with later share figures in the filing.
- The status, total cost, related-party terms, milestone completion and share issuance for the robotics agreements, including the conflicting settlement dates and share amounts.
- The status and potential outcome of the VCCL lawsuit and counterclaim, and whether any additional liability or legal costs become probable and estimable.
- Whether the company has implemented remediation for material control weaknesses, and whether the representative’s cybersecurity investigation identified further exposure or misuse.