AGRZ 6-K 2026 - Equibles

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

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 ☐

Robotic Development Agreement

On January 2, 2026, Agroz Group Sdn. Bhd. (“Agroz Group”), a Malaysian private limited company and the operating subsidiary of Agroz Inc. (the “Company”), entered into the Robotic Development Agreement (“Robotic Development Agreement”) with Braiven Sdn Bhd (“Developer”). Under the Robotic Development Agreement, Agroz Group engaged the Developer for the design, development, and implementation of a comprehensive Robotics AI platform to facilitate the creation, development, and management of intelligent robotic systems (“Software”). The platform is envisioned to empower users to build custom robotic applications across various industries and use cases. Development of the Software will undergo various phases, as more fully set forth in the Robotic Developmetn Agreement. The consideration (“Consideration”) Agroz Group agreed to pay for the Software is ten million dollars ($10,000,000), which invoicing for the consideration will be made according to the following milestones: (i) 10% of the Consideration invoiced upon mobilization of the Software; (ii) 20% of the Consideration invoiced upon completion of phase 1 of the Software development (“Milestone # 2), as more fully set forth in Exhibit A of the Robotic Development Agreement (“Exhibit A”); (iii) 30% of the Consideration invoiced upon completion of phase 2 of the Software development, as more fully set forth in Exhibit A; (iv) 20% of the Consideration invoiced upon User Acceptance Testing; and (v) 20% of the Consideration invoiced upon final delivery and acceptance of the Software. The Robotic Development Agreement may be terminated by either party upon 45 days’ written notice if the other party breaches any material responsibilities and fails to rectify such breach within the notice period.

Payment for Milestone # 2

On March 25, 2026, Agroz Group and the Developer agreed to a payment plan in which the consideration ($2,000,000) for Milestone # 2 will be paid in the form of 4,000,000 Ordinary Shares of the Company, par value $0.0001 per share (“Consideration Shares”). The Developer subsequently assigned its right and entitlement to receive the Consideration Shares to various individuals.

The foregoing summary of the Robotic Development Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Robotic Development Agreement, a copy of which is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.

SUBMITTED HEREWITH

EXHIBIT

10.1+	Robotic Development Agreement<br>between Agroz Group Sdn. Bhd. and Braiven Sdn Bhd.
+	Portions of this exhibit have been redacted.
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SIGNATURES

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

Agroz Inc.

/s/ Gerard Kim Meng Lim
Gerard Kim Meng Lim, Chief Executive Officer
Date: April 16, 2026

Exhibit 10.1

PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT AGROZ INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”

ROBOTIC DEVELOPMENT AGREEMENT

**BETWEEN:**Agroz Group Sdn Bhd (hereinafter referred to as “Client”)

**AND:**Braiven Sdn Bhd (hereinafter referred to as “Developer”)

**DATE:**2^nd^ January 2026

WHEREASthe Client desires to engage the Developer to develop Agroz Robotics platform phase 3 : Robotics Reinforcement Learning, as detailed in Exhibit A (Project Scope), and the Developer is ready and capable of providing such services.

NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1.	SCOPE OF WORK: The Developer agrees to design, develop,<br>and implement the software platform (the “Software”) as described in Exhibit A attached hereto and made a part of this Agreement.
2.	PROJECT TIMELINE: The Software development project<br>shall commence on 3 January 2026 with the following timeline:
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Computer Vision Simulation and Video Language Action (“VLA”) Model

The objective of this engagement is for Braiven to design, develop, and implement advanced Computer Vision (CV) algorithms, VLA programming, and high-fidelity simulations for the Agroz Robotics Platform based on Ubitech Walker 2 hardware.

Braiven shall develop a comprehensive simulation environment to facilitate “Software-in-the-Loop” (SIL) testing and synthetic data generation.

·	Virtual Environment Modeling: Creation of a high-fidelity digital twin of the Agroz<br>vertical farm, including lighting conditions (LED spectrum simulation), rack textures, and plant models at various growth stages.
·	Synthetic Data Generation: Utilizing the simulation to generate large-scale labeled<br>datasets for training CV models, specifically for rare edge cases (e.g., specific pest types or extreme lighting failures).
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·	Physics-Based Interaction Testing: Simulating the physical properties of plants<br>(flexibility, resistance) to test the robotic arm’s harvesting logic without damaging live crops.
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Braiven is expected to deliver the following:

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3.	PAYMENT TERMS: a) The total contract price for the development of the Software shall<br>be USD10,000,000.00 only. b) Invoicing shall be made according to the following milestones:
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●	[Milestone 1]: 10% mobilisation.
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●	[Milestone 2]: 20% upon completion of Phase 1
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●	[Milestone 3]: 30% upon completion of Phase 2
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●	[Milestone 4]: 20% ready for User Acceptance Test.
●	Final milestone: 20% upon final delivery and acceptance of the Program.
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4.	ACCEPTANCE TESTING: The Client shall have 60 days<br>from the date of delivery to review and test the Software. Should any defects be discovered, the Developer shall make the necessary corrections<br>at no additional cost.
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5.	INTELLECTUAL PROPERTY RIGHTS: a) All intellectual<br>property rights in the Software developed under this Agreement shall be owned by client. b) The owning party grants the other a non-exclusive,<br>worldwide, perpetual license to use the Software.
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6.	CONFIDENTIALITY: Both parties agree to maintain the<br>confidentiality of any proprietary information received during the course of this project.
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7.	WARRANTY: The Developer warrants that the Software<br>will perform in accordance with the specifications for a period of 24 months. This warranty does not cover issues caused by misuse, alterations,<br>or third-party components.
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8.	LIMITATION OF LIABILITY: Neither party shall be liable<br>for any indirect, special, or consequential damages arising out of this Agreement.
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9.	TERMINATION: This Agreement may be terminated by either<br>party upon 45 days written notice if the other party breaches any of its material responsibilities and fails to rectify within the notice<br>period.
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10.	GOVERNING LAW: This Agreement shall be governed by<br>and construed in accordance with the laws of Malaysia.
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11.	ENTIRE AGREEMENT: This document and any exhibits attached<br>constitute the entire agreement between the parties.
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INWITNESS WHEREOF, the parties hereto have executed this Software Development Agreement as of the last date written below.

Agroz Sdn Bhd:

By:	/s/ Gerard Kim Meng Lim
Date:	January 2, 2026
Braiven Sdn Bhd:
By:	/s/ Nazry Malik
Name:	Nazry Malik
Title:	Project Director
Date:	January 2, 2026

Exhibit A - Project Scope

This project entails the development of a comprehensive Robotics Al Platform designed to facilitate the creation, deployment, and management of intelligent robotic systems. The platform will empower users to build custom robotic applications across various industries and use cases. It will incorporate state-of-the-art artificial intelligence (Al) and machine learning {ML) techniques to enable robots to perceive their environment, reason, make decisions, and interact effectively with humans and objects.

Project Goals

Platform Development:

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Phase 1 : Core Functionalities:

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Phase 2 Deployment and Management:

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Testing and Validation:

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Robotics Al Platform Software:

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