Scheme of Arrangement

Date: July 2, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Plot No. C/1, G Block, Mumbai – 400 001 Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Scrip Code: 544733 Trading Symbol: GSPCROP Dear Sir/Madam, Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. With reference to the captioned subject and other applicable provision, if any, of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), read with the applicable provisions of the SEBI Master Circular dated January 30, 2026, this is to inform you that the meeting of the Board of Directors of the Company held today i.e., Thursday, July 2, 2026, has, inter-alia, considered and approved the following: Subject to requisite approvals/consents, the Scheme of Arrangement Amongst Rajdhani Petrochemicals Private Limited (“Transferor Company Or RPPL”), GSP Intermediates Private Limited (“Demerged Company Or GIPL”) And GSP Crop Science Limited (“The Company” Or “Transferee Company” Or “Resulting Company” Or “GSP”) and their Respective Shareholders/Creditors Under Section 230 To 232 and other applicable provisions of the Companies Act, 2013. The salient features of the proposed Scheme, inter alia, are given as under: a) The Appointed Date of the Scheme would be 1st April, 2026. b) The entire assets and liabilities of RPPL and of the Demerged Undertaking of GIPL to be transferred to and recorded by the Company at their carrying values. c) The entire share capital of RPPL and GIPL is held by the Company. Upon the Scheme becoming effective, no equity shares or other security (ies) of the Company shall be allotted in lieu or exchange of the holding of the Company in RPPL and GIPL. Further, equity shares held by the Company in RPPL shall stand cancelled on the Effective Date without any further act, instrument or deed. The relevant details required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026, annexed herewith as ‘Annexure A’. The Board Meeting commenced at 4:00 P.M. and concluded at 5:30 P.M. (IST). This intimation is also being uploaded on the Company’s website at https://www.gspcrop.in. You are requested to take the same on your records. Thanking you, Yours faithfully, For GSP Crop Science Limited Kamleshbhai D Patel Company Secretary & Compliance Officer M. No. FCS 8018 Encl: as above ANNEXURE-A The relevant details required under Regulation 30 of SEBI LODR Regulation read with SEBI Master Circular SEBI HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are as below: For Amalgamation of Rajdhani Petrochemicals Private Limited (“Transferor Company” or “RPPL”) with GSP Crop Science Limited (“Transferee Company” or “GSP”) Sr. Particulars Description 1 Name of the entity(ies) Rajdhani Petrochemicals Private Limited forming part of the (Transferor Company) (as on March amalgamation/merger, 31,2026) details in brief such as, size, Particulars INR in Lakh turnover etc Paid up Capital 10.00 Net Worth 6453.73 Total Income 12450.90 GSP Crop Science Limited (Transferee Company) (as on March 31,2026) Particulars Amount (INR) Paid up Capital 4651.875 Net Worth 73446.6 Total Income 162760.8 2 Whether the transaction Yes, the Transferor Company is the Wholly would fall within related party Owned Subsidiary of the Transferee transactions? If yes, whether Company and as such the said Companies the same is done at “arm’s are related party to each other. length However, the said transaction shall not attract compliance with the requirements of Section 188 of the Companies Act, 2013 pursuant to the clarifications given by the Ministry of Corporate Affairs, vide its General Circular No.30/2014 dated 17th July, 2014. Further, pursuant to Regulation 23(5)(b) of the SEBI Listing Regulations, the related party transaction provisions are not applicable to the proposed Scheme and the Scheme is also exempt from the provisions of SEBI Master Circular No. SEBI/HO/CFD/POD- /P/CIR/2023/93 dated June 20, 2023. 3 Area of business of the The Transferor Company is engaged in the entity(ies) business of production and sale of agrochemical products. The Transferee Company is engaged in the business of production and sale of agrochemical products. 4 Rationale for amalgamation/ i. Streamlining of the corporate structure merger and consolidation of assets and liabilities of the Transferor Company with the Transferee Company, leading to synergies of operations and resulting in the expansion and long-term sustainable growth, which will enhance value for various stakeholders of the Transferee Company; ii. The Transferee Company will have the benefit of combined resources, market share, scale, efficiency, combined net- worth, combined employee base, reserves, investments, and other assets, manpower, consolidated pool of finances, including optimization of borrowing costs, larger size, consolidation of operations, and future opportunities; iii. Simplification of corporate structure by reducing the multiplicity of legal and regulatory compliances through rationalization; iv. Reduction of administrative responsibilities, multiplicity of records and legal and regulatory compliances, cost savings and elimination of duplicate expenses; and v. Achieve optimal and efficient utilization of capital, enhance operational and management efficiencies. 5 In case of cash consideration The entire share capital of the Transferor – amount or otherwise share Company is held by the Company. Upon the exchange ratio Scheme becoming effective, no equity shares of the Company shall be allotted in lieu or exchange of the holding of the Company in the Transferor Company and accordingly, equity shares held by the Company in the Transferor Company shall stand cancelled on the Effective Date without any further act, instrument, or deed. Further, there is no cash consideration involved in the Scheme. 6 Brief details of change in There will be no change in the equity shareholding pattern (if any) shareholding pattern of the listed entity of listed entity pursuant to the Scheme, as no shares are required to be issued by the Company in connection with the Scheme of Arrangement. For the De-Merger of the Manufacturing Undertaking (“Demerged Undertaking”) of GSP Intermediates Private Limited (“Demerged Company” or “GIPL”) into GSP Crop Science Limited (“Resulting Company” or “GSP”) Sr. Particulars Description 1 Brief details of the division(s) Manufacturing Undertaking (“Demerged to be demerged Undertaking”) of GSP Intermediates Private Limited (“Demerged Company) is engaged in the business of production and sale of agrochemical products. 2 Turnover of the demerged Turnover for FY 2025-26 of the demerged division and as percentage undertaking of GIPL is 2,825.94 (INR in to the total turnover of the Lakhs) listed entity in the immediately preceding Further, the Scheme involves demerger from financial year / based on unlisted wholly owned subsidiary into the financials of the last financial parent listed company and hence details year regarding percentage to the total turnover of the listed entity are not applicable in the instant case. 3 Rationale for demerger i. Consolidation of assets and liabilities of the Demerged Undertaking of the Demerged Company with the Company, leading to synergies of operations and resulting in the expansion and long-term sustainable growth, which will enhance value for various stakeholders of the Company; ii. The Company will have the benefit of combined resources, market share, scale, efficiency, combined net-worth, combined employee base, reserves, investments, and other assets, manpower, consolidated pool of finances, including optimization of borrowing costs, larger size, consolidation of op [Showing first 8,000 characters — download PDF for full document]