Nimir Industrial Chemicals Ltd.PSX: NICL

Disclosure under take over regulations

· Issued by Nimir Industrial Chemicals Ltd.

NIMIR

Our Reference: 8881-NRL-PSX-09-2026

The General Manager,

Pakistan Stock Exchange Limited Stock Exchange Building,

Stock Exchange Road, Karachi. Tel: 021 111 001 002

September 10, 2026

DISCLOSURE UNDER TAKE OVER REGULATIONS

Dear Sir,

In accordance with Sections 96 of the Securities Act, 2015 and Clause 5.6.1(a) of the Rule Book of the Pakistan Stock Exchange Limited, we hereby convey that Nimir Industrial Chemicals Limited (NICL) has received a Notice of Public Announcement of Intention from Cherat Cement Company Limited through KTrade Securities Limited (Manager to the Offer) to acquire at least 3096 ordinary shares of the Company (NICL). This intention is being notified to the Board of Directors of NICL today.

A copy of the Public Announcement of Intention as received by the Company on September 10, 2026 is attached herewith.

You may please inform the TRE Certificate Holders of the Exchange accordingly.

Yours truly,

For Nimir Ipdustrial C emic s Limited

Muhammad Ina?n ur Rahim Company Secretary

  1. Executive Director/HOD Supervision Division

    Securities and Exchange Commission of Pakistan

    NIC Building, 63 Jinnah Avenue, Blue Area, Islamabad

  2. Assistant Director (Adj-I)

Adjudication Division, Adjudication Department-I Securities and Exchange Commission of Pakistan

NIC Building, 63 Jinnah Avenue, Blue Area, Islamabad

Nirtiir Industrial Chemicals Limited

{tt) ) ZKTrade

KTRADE SECURITIES LIMITEO

September TO, 2026 The Executive Director,

Public Offering & Regulated Persons Department Srcur 'hes Ma ket 0 ion

Securities & Exchange Commission of Pakistan

NIC Building, Jinnah Avenue Islamabad

The General Manager, Pakistan Stock Exchange Stock E.xchange Building

Company Secretary,

Nimir Industrial Chemicals Limited

14.8 Km Sheikhupura Faisalabad Road Bhikhi District Shelkhupura, Pakistan

the Iss

tlsted Com Substn

Dear Sir(sj,

res and Ta

15 and

We, KTrade Securines Limited, have been appointed as Manager to the Offer by Cherat Cement Company Limited (the “Acquirer for the potential acquisition of at least 30.00% Issued end outstanding ordinary shares of Nimir Industrial Chemicals Limited (the “Target Company").

We intend to publish the Public Announcement of Intention in one English and one Urdu language newspaper accordingly. You may contact the undemlgned for any eddizional infomation or clarification

For and on behalf of KTrade Securities Llmhed

Zain Mevawalla

Analyst, Corporate Finance & Advisory

mar Salah Ah

Managing Dlrect

CHERAT CEMENT COMPANY LIMITED

MODERN MOTORS HOUSE, BEAUMONT ROAD, KARACHI-75530, PAKISTAN

”

-

FAX

UAN TEL

111-000-009

35683568-35682567-35688348-35689538

E-MAIL : cherat@gfg.com.pk WEB : www.gfg.com.pk

35683425

Gbulam Faruque Group

PUBMC ANNOUNCEMENT OF INTENTION TO ACQUIRE AT LEAST 30.00% SHARES OF NIMIR INDUSTRIAL

CHEMICALS LIMITED (THE WARGET COMPANY")

BY

CHERAT CEMENT COMPANY LIMITED (“CCCL“) (”ACQUIRER”)

UNDER SECURITIES ACT, 2015

Admonbhment: Please note that the public announcement of intention ro acquire voting shareso/NIMIR Industrial Chemicals £im/ced is sUdject to obtaining the requisite regU/otory approvals. The public announcement of intention may be withdrawn, if the requisite approvals are not granted by the concerned regulatory authority(ies).

PART A

Brief description of the intended acquisition:

The Acquirer intends to acquire at least 30.0096 shareholding of the Target Company. Public Offer, if at all shall be made in accordance with the Listed Companles (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations").

Share Purchase

Agreement

Cherat Cement

Company Limited

At least 33,177,164

shares

At least 30% of the total

outstanding paid-up capital of the Target

Public Offer

Cherat Cement

Company Limited

Not determinable at this

stage

Not determinable at this

stage

PART B

  1. Information about the Acquirers
    1. Name(s) and address(es) of Acquirers along with persans acting in concert, If any: Name: Cherat Cement Company Limited

      Address: Modern Motors House, Beaumont Road, Karachi

    2. Name(s) of the ulomate Acquirers or the ultimate comrolling shareholder(s):

      Cherat Cement Company Limited

      Mr. Azam Faruque (Chief Executive Officer)

      Fa‹ ay : P.O. Box 28, Nowsfma•241IXI,Khybor PaM(unkhwa,Pakiatan.UAN : (051) 111•0IQ•029 Tel: (091) 5270531-34 (Four Lincs): (0923) 826176 & 610097

      Peshawar : 1sI Floor, Batsni Arcade, Jamrud Road, Peshawar. PaM . UAN: (091) 111-000•0£I0 Tel: (091) 58d2285, 5Bd2272, 5841373 6 58d3232 Fax: (091) 5840447

      Lsha• : 3. Sundadas Road, Lahore, Pekhtan. UAN: (042) 1J1-00£N IS Tei: (042) 36286249, 38Z8¥ZS0, 36308259 Fax. (042) 3628620d E-mat: cherat.sat@gfg.com.pk

      IsIonat›ad ; 1st Fler, Rszis Sheñf Raza, JinMh Avenue, 6lue A/ea, ldambed, Pskietan. UM: (051) 111-0QI-009 Tel: (051) 23446S7. 2344608, Fax: (92-51) 260Z364, 2274970

      CHERAT CEMENT COMPANY LIMITED

      *

      UAN ”

      MODERN MOTORS HOUSE, BEAUMONT ROAD, KARACHI-75530, PAKISTAN

      FAX

      TEL

      KTrade Securities Limited

      Plot ¥ 33-C, Lane 13 Khayaban-e-BukharI, D.H.A Phase 6 Bukhari Commercial Area Phase 6 Defence Housing Authority, Karachi, 75500

      1. Prlndpal Areas of Budn•ss of the Acquirer end rale«am ezparlence:

        Cherat Cement Company Umited

        Cherat Cement Company Umked (CCCL) is a prominent player in Pakistan's cement industry. The company is publicly listed on the Pakistan Stock Exchange and Is engaged in the manufacturing, marketing, and sale of high-quality cement. Wlth a state-of-the-art production Infrastructure and an Installed capadty of4.5 million tons per annum, primarily sewtng the northern region of Pakistan. CCCL is recognized for Its consistent quality sGndards, operational excellence, and commitment to sustainability.

        CCCL also plays an active role In regional trade, exporting cement to Afghanlstan, thereby contributing to Pakistan's export economy. Through Its focus on Innovation, efficiency, and customer satisfaction, CCCL continues to stren hen Iu sltion as a trusted name In the cement sector.

      2. In cace the Acqulrar{s) k a Fund/ Company:

        1. Namas of the Chief Exncudua and Directors of the Company:

          Mr. Omar Faruque

          Chairman - Non-Executive Director

          Mr. Azam Faruque

          Chief Executive Officer - Executive Director

          Mr. Yadr Masood

          Chief Operating Officer - Executive Dlrector

          Mr. Akbar All Pesnanl

          Non-Executive Director

          Mr. Arlf Faruque

          Non-Executive Director

          Mr. Abrar Hasan

          Independent Director

          Mr Zeeby Ansar

          Independent Director

          Mr. Arlful islam

          Independent Director

        2. Namas of Mbstanttal Sharalwlders efth• Company:

          ./iir‹'ia‹-zi:'/iri'iii:liy

          -

          Cherat cement Company umited

          25* May 1981

          CHERAT CEMENT COMPANY LIMITED

          MODERN MOTORS HOUSE, BEAUMONT ROAD, KARACHI-75530, PAKISTAN

          ”

          TEt

          FAX

          E-MAIL :

          WEB

          UAN : (9221) 111-000-009

          35683566-35683567-35688348-35689538

          35683425

          m.pk

          Gbulam Faruque Group

          Nowshera, Khyber Pakhtunkhwa, Islamic Republic of Pakistan

          Cherat Cement Company Limited

          0

          v. Authorised and Paid-up CaplNl:

          Authorized share capital

          Issued, subscribed and paid-up capital

          Rs. 2,250,000,000/- divided into 225,000,000 ordinary shares of Rs. 10/- each.

          Rs. 1,942,9S0,380/- divided into 194,295,038 ordinary shares of Rs. 10/- each.

      3. Oatalls of Companies, where the wended Acquirer holds more than 30.00% voting shares:

        Cherat Cement Company Umlted: NIL

      4. Information about UMmata Benefidal Owner of the Intended Acqulrer:

        1. Name, CNIC, Nationality and Address of each person

          Faruque (Pvt.) Llmited holds 21.79% of the shares in Cherat Cement Company Limited and is the single largest shareholder.

          No other single shareholder possesses a substantial interest, and therefore, details regarding natural person(s) with ultimate beneficial ownership is not applicable in this case.

          Details of the Chief Executive of Cherat Cement Company Limited being the senior managing official of Cherat Cement Company Limlted are as follows:

          Azam Faruque

          42301-0553942-1

          Pakistani

          House No. 139, Street # 6, off:

          Khayaban—e Bukhari, Phase VI, DHA, Karachi, Pakistan

          il. Detail of Companies located In and outside Pakistan, where the Ultimate Acquirer or the Ultimate Controlling Shareholder held control or more than 30.00g6 voting shares:

          Cherat Cement Company umlted: sii

      5. details of any existing holding of votlng rl@u In the Target Company:

      1. Which the Acquirer owns or over which h has comrol or direction: Nll

      1. Which is owned or comrolled or directed by any person acting In concert whh the Acquirer:

        Nil

        ' Fax (091) 5270538 Exit: cliasL

        ,Pakatan.UM : (091) 111aTal: (09t) 5270531-34 (Four Mnes): (0923) 626176 4 610097

        Peshawar : 1st Flat, Batani Arcada. Jamrud Road, Peshawar. Pakalan. UM: (091) 111-0IXFQI9 Tel: (OOJ) 584Z285. SB42272. 5641373 & 5843202 Fax: (081) 5840447

        g. Simoada RR, Lanore, Paxislat UAI'J: (042) 111-000-o09 Tel: (042) 362862+9, 36ZM250, 36300250 FT: (042} 382%204 E-i••X'

        : 1g , ftaus SM/¥ Plaza, Jkmah AT, NN. M¥nOA4, PM. UAN. {OSI) 111•I XI•009 Tc/: (051) 2344097, 2344688, F x: (92-51) 260Z364. Z274970

        •

        CHERAT CEMENT COMPANY LIMITED

        ”

        MODERN MOTORS HOUSE, BEAUMONT ROAD, KARACHI-75530, PAKISTAN

        us

        FAX

        TEL

        -009

        -35683567-3568834&35689538

        E-MAIL : cherat@gfg.com.pkWEB : www.gfg.com.pk

        Ghulam Faruque Group

      2. In respect of which the Acquirer or any other person acting in concert with him has received an

      !•w«othe takeover offeri and In respect of which the Acquirer or any person acting In concert wfth him holds an option to purchase or warrants or other conwrtible securities:

      Nil

      All conditions(Includingnormal condMons raining to acceptance, listing and Increase of capital) to which the public offer or the posting of It Is subject:

      The consummation of the acquisition shall be subject to, inter alia, finalization of commercial terms, due diligence, execution of appropriate agreement(s) and receipt of all regulatory and corporate approvals, where required. The minimum ievel of acceptance, I.e. number and percentage shares, to which the offer is subject, if any, will be specified in the public offer.

      PARTC

  2. Information about the Target Company

    1. Name of the Targat Company, ks directors and major shareholders along with number of shares and percentage of paid-up capital:

      Name: Nimir Industrial Chemicals Limited

      Directors of tha T¥r$et Company: As per quarterly accounts for the period ended 31 March, 2026

      Mr. M. Saeed uz Zaman

      Non-Executive Director / Chairman

      Mr. Zafar Mahmood

      Chief Executive Officer - Executive Director

      Mr. Khalid Mumtaz Qazi

      Executive Director

      Mr. Umar lqbal

      Executive Director

      Mr. Saqib Anjum

      Non-Executive Director

      Mr. Abdul Jaleel Shalkh

      Non-Executive Director

      Mr. Javaid Basheer Shaikh

      Independent Director

      Ms. Humaira Shazia

      Independent Director

      Mr. Farrukh Ansari

      Independent Director

      Major Shareholders:

      Mr. Zafar Mahmood

      21,807,566

      19.72 'X

      Mr. Muhammad Ya ha Khan

      13,149,460

      11.89 94

      Mr. Khalid Mumtaz Qazi

      12,754,380

      11.53 %

    2. ToNI number of Issued shares of the Target Company: 110,590,546 Ordinary Shares of PKR 10.00/- per share.

      Factory : F'O. Box 26. Nowshere-24J00,Khyber Pexhtunkhwe,Pakistan.UAN : (0S1) 111-000•009 Tal: (09J) 5270531•34 (Foul Lines}: (0923) dZ0176 & 610067 Fax : (091) 5270536 Exit: dwaLdIa@gig.con.pk

      Pm awer . gj Ph. all . Jcmrud Raed, Peshawar, Pekietau. UAN: (091) IIIATel: (001) 584Z265, 584ZZ72, 5841373 & 5843232 Fax: (091) 5840447 E-mail: d•erat.sap@gfg.com.pk

  3. Sundenjes R0¥4, Lahore, Psldatan. UAN. (042) III-000-000 T+I: (042) 36206249, 36286Z60. 36308250 Fax: (042) 38288204 E-mall: chere£eoI@gfg.com k

1st rkRazia shellPt«z•. Jit•ah Av••••, Blue Are•. i•i•no i. P&•tan. UAN: tQ1l UJ-000-009 !•!: ( 8*T *' * ^^. Ca:(92<1)2D0TZ64,ZZI48I0

•

CHERAT CEMENT COMPANY LIMITED

*

MODERN MOTORS HOUSE, BEAUMONT ROAD, KARACHI-75530, PAKISTAN

uAN

FAX

E•MAIL : cherat@pfg.com.pkWEB : www.scorn.pk

TEL

^ Date of listing and offér prfce st thalima of IntBal Public Offering:

Date of Ustlng and Offer Price are Not Available

Not Available

  1. Shara quo6ad on the Saazrf¥as Exdanga one day before the Public Mnouncemem of Intantlen:

    PKR 270.68/- per share

  2. Tha wa@had auaraw shara prlsa as quoted on the Seazrltlas Exchange during twamy-dght (zal days precedlngths d•ts of Publk Mnourzcsmam ofImanoon:

PKR 261.50/- per share ””

” Volume Weighted Average Share Price o/ dlmlr Industrial Chemicals Limited for the period/rom 1W

Total Uabllitles

23,080

23,576

22,933

23,491

24,462

Equity

6,179

7,848

8,3S7

9,820

11,534

33,786

43,826

41,925

45,255

48,291

Profit/(Iou) after tax

1,596

1,838

1,003

2,023

2,393

EPS (PKR/share)

14.43

16.62

9.07

18.29

21.64

DPS (PKR/share)

2.5

20

2.S

S.S

6.0

Souzza: Standalone Bnaridal stat«msms of Nlmlr Industdal Chemkals umitad

CHERAT CEMENT COMPANY LIMITED

MODERN MOTORS HOUSE, BEAUMONT ROAD. KARACHI-75530, PAKISTAN

) 1

Any questions about this announcement can be directed to:

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