Constitution, ByLaws

PREAMBLE

This document constitutes the official Constitution, Bylaws, and Terms & Conditions governing the operations, membership, investments, governance, and conduct of Kings Holding (hereinafter referred to as "Kings Holding" or "the Company"). By participating in Kings Holding in any capacity — including as an investor, contributor, or member — each individual is deemed to have read, understood, and unconditionally agreed to abide by all terms set forth herein.

Kings Holding is a structured investment holding entity established with the objective of pooling financial resources and deploying capital into sustainable, growth-oriented business opportunities through a professionally governed and transparent framework, under the leadership of the Kings Group of Companies.

1.  NATURE & MANDATE OF KINGS HOLDING

1.1.Kings Holding is established as a structured investment holding entity. Its primary mandate is to aggregate investor contributions and deploy pooled capital into evaluated business ventures and assets that generate sustainable returns.
1.2.Kings Holding shall operate as an investment vehicle and shall not engage in direct trading operations in its own name during the initial phases. The Board of Directors may, upon reaching defined financial thresholds, resolve to expand the scope of Kings Holding operations through a formal amendment to this document.
1.3.All business participation shall be facilitated through direct or indirect investments drawn from pooled investor funds, with full governance oversight.
1.4. Investments shall be directed toward one or more of the following categories:
  • Startup ventures and early-stage businesses
  • Established and operational businesses seeking growth capital
  • Commercial properties that generate consistent monthly rental income
  • Any other investment category approved by the Board of Directors
1.5.All investments shall undergo rigorous and independent professional due diligence prior to Board approval and fund deployment.

2.  ELIGIBILITY & ENROLLMENT

2.1.Eligibility to invest in Kings Holding is open to employees of any Kings Group entity as well as external personnel who satisfy the enrollment criteria.
2.2.All interested parties must complete a mandatory Pre-Registration before being considered for enrollment in any upcoming investment batch. Submission of the Pre-Registration does not guarantee enrollment; participation will only be confirmed after the application is reviewed and formally acknowledged by the administration.
2.3.Final approval of enrollment shall be subject to the outcome of the investment call and internal review process, which may take approximately two (2) to three (3) months from the close of the registration period.
2.4.Kings Holding reserves the absolute right to approve or reject any applicant without obligation to provide reasons. Rejection shall not give rise to any claim or liability.
2.5.An investor may request investment in any number of units; however, the final allotment of units shall be made solely at the discretion of the Kings Holding Board of Directors. Submission of a request does not guarantee allotment.
2.6.Investment units are officially issued and activated only upon receipt of the full corresponding investment amount by Kings Holding.

3.  SHARE VALUE & OWNERSHIP

3.1.Each investment unit shall be registered and allotted under the name of one (1) individual only. A unit cannot be held jointly in the official records of Kings Holding.
3.2.Full shareholding status and associated rights shall be granted only upon complete payment of the investment unit value corresponding to the active investment batch.
3.3.Installment-based contributions may be accepted at the discretion of the Board of Directors. Prior to full payment, the contributor shall hold the status of Contributor, not Shareholder. No dividends, returns, or distributions shall be payable until full payment is confirmed.
3.4.Investment shares shall not be transferred, sold, assigned, or encumbered without prior written approval from the Board of Directors.
3.5.The value of Kings Holding investment units shall be determined at each investment batch and formally communicated to investors. Unit values may be revised by the Board in subsequent batches.

4.  JOINT / POOLED INVESTMENTS

4.1.Two or more individuals may pool funds to purchase an investment unit at a personal level. Notwithstanding this arrangement, Kings Holding shall recognise and deal exclusively with the registered individual — the person in whose name the unit is allotted.
4.2.The registered investor shall have the right to appoint one (1) nominee from among the pooling members, to be documented with Kings Holding.
4.3.All returns, disbursements, communications, and administrative matters shall be directed solely to the registered investor.
4.4.Any disputes, disagreements, or conflicts arising among co-investors regarding a shared investment unit are strictly a private matter between those parties. Kings Holding bears no responsibility, liability, or obligation in relation to such conflicts.

5.  INVESTMENT CALL & FUND CYCLE

5.1.Kings Holding shall formally announce an Investment Call to members at the commencement of each investment cycle, specifying the targeted investment amount, identified opportunities, and projected return ranges.
5.2.A registration and application period of two (2) to three (3) months shall be provided following each Investment Call announcement, during which fund collection shall commence.
5.3.Following the close of fund collection, a mandatory review and allocation period of up to six (6) months shall apply, during which the Board shall evaluate investment opportunities, conduct due diligence, and finalise the deployment strategy.
5.4.If the Board is unable to identify a suitable investment opportunity within the review period, the entire collected fund shall be refunded to investors in full, without deduction of any fees or charges.
5.5.Where available, the Board shall present a detailed business plan, including financial projections and risk assessment, to enable investors to make informed decisions prior to commitment.

6.  RETURNS ON INVESTMENT

6.1.Returns on investment shall be disbursed to eligible shareholders on a monthly basis, computed based on the actual returns generated by Kings Holding from its investment activities.
6.2.Monthly disbursements shall commence within six (6) months from the initiation date of the relevant investment batch, subject to actual business performance and realised profitability as confirmed by the Board.
6.3.The rate of return is variable in nature and shall be determined by the Chairman of the Board of Directors based on actual investment performance. No guaranteed rate of return is promised or implied. Rates may differ across batches or vary over the duration of the same batch.
6.4. The profits of Kings Holding from each investment batch shall be allocated as follows:
  • Returns distributed to investors in proportion to their respective shareholdings — as determined per batch by the Board
  • A portion retained for business reinvestment, reserve fund, and operational sustainability
  • A portion allocated toward community welfare and social initiatives, at the Board's discretion
6.5.Investors may choose to receive returns either in-hand (cash) or via bank transfer. The preferred mode of payment must be communicated at enrollment and updated promptly if changed.
6.6.Kings Holding does not guarantee returns above and beyond the principal. Investors acknowledge that all investments carry inherent risk and that returns are entirely subject to business performance.

7.  LOCK-IN PERIOD & WITHDRAWAL

7.1.All investments shall be subject to a mandatory lock-in period of three (3) years, calculated from the official start date of the relevant investment batch.
7.2.Prior to batch commencement, a pooling period of approximately two (2) to three (3) months may apply for fund collection and allocation. The lock-in period shall begin only from the declared batch start date.
7.3.Early Withdrawal Charges An investor who withdraws their investment before the expiry of the lock-in period shall be subject to an early withdrawal charge of twenty percent (20%) of the total investment amount. This charge shall be deducted from the refunded principal.
7.4.Upon the conclusion of the lock-in period, the full invested principal shall be refunded to the investor within two (2) to three (3) months. Investors shall have the option and priority right to re-invest their principal in a subsequent investment batch, subject to the applicable terms and enrollment procedures.
7.5.In the event that Kings Holding forecloses a batch due to unavoidable circumstances or reasons attributable to Kings Holding, the Company undertakes full responsibility to refund the invested principal amount in full to all affected investors without penalty.

8.  INVESTOR CARD & PORTAL

8.1.Upon acceptance of an investment, Kings Holding shall issue an official Investor Card to the registered investor. This card constitutes valid proof of investment with Kings Holding. Investors holding multiple investment units shall receive a corresponding number of cards, each individually numbered.
8.2.Card Safekeeping Investors are responsible for maintaining the safety and security of their Investor Card. A replacement fee of QAR 500 (Five Hundred Qatari Riyals) shall be levied for any lost or damaged card requiring replacement.
8.3.Each investor shall be assigned individual login credentials to access the Kings Holding Investor Portal. Through this portal, investors may view their investment details, unit allotments, return disbursements, and transaction history.
8.4.Investors are required to promptly update their KYC details in the portal in the event of any changes to personal information, contact details, or nominated beneficiary, to ensure accurate record-keeping and uninterrupted communication.
8.5.Login credentials are strictly confidential and personal to the registered investor. Investors are strongly advised not to share credentials with any third party. Kings Holding shall not be held responsible for any losses arising from compromise of credentials by the investor.

9.  FUND MANAGEMENT & SAFEGUARDS

9.1. Investor funds shall be managed under a structured oversight framework comprising:
  • A designated Treasurer responsible for day-to-day fund management
  • An Accounts and Audit function responsible for record-keeping, reconciliation, and verification
  • The Board of Directors providing overarching governance and oversight
9.2.Kings Holding shall establish and maintain formal fund management policies and procedures, which shall be documented, reviewed periodically, and made available to investors upon request.
9.3.During the establishment phase prior to the constitution of the full governance structure, fund management responsibilities shall be entrusted to the Chairman, who provides a personal guarantee that in the event of unforeseen circumstances, all entrusted investor funds shall be returned in full.
9.4.All financial records, audit reports, and investment performance summaries shall be maintained in an auditable format and made accessible to investors through the Investor Portal.

10.  INVESTOR OBLIGATIONS & CONDUCT

10.1.All investors must adhere to the rules, regulations, policies, and bylaws of Kings Holding at all times, as published and updated from time to time.
10.2. Violation of any Kings Holding policy or engagement in conduct detrimental to the Company may result in one or more of the following consequences, at the Board's discretion:
  • Formal written warning
  • Suspension of investor privileges
  • Termination of membership and investor status
  • Cancellation of all or specific investment units, with the early withdrawal charge (Clause 7.3) applied
10.3.Investors are encouraged to contribute suggestions and inputs for the operational and financial improvement of Kings Holding. However, the implementation of any such suggestions shall remain at the sole discretion of the Board of Directors.
10.4.All investors shall have the right to submit formal ideas and proposals; such submissions must be made strictly through formal documentation or official channels.
10.5.An Annual General Body Meeting shall be conducted for the presentation of annual reports, wherein investors shall have the right to submit suggestions, raise questions, and present proposals to the Kings Holding Board of Directors.

11.  CURRENCY & FINANCIAL TRANSACTIONS

11.1.All financial transactions of Kings Holding — including investment receipts and return disbursements — shall be conducted exclusively in Qatari Riyal (QAR), which is the official reference currency of Kings Holding.
11.2.Where investment is made in Indian Rupees (INR), the minimum investment unit shall be INR 2,00,000 (Two Lakh Rupees) per unit. All dividends, returns, and related transactions for INR investors shall be calculated and processed strictly in INR. Kings Holding shall not convert or change the currency of such investments under any circumstances.
11.3. Payments and return distributions may be effected through the following channels:
  • Bank transfer via designated Kings Holding accounts
  • In-hand payment through authorised Kings Holding representatives
11.4.Any currency conversion required for investors operating outside the designated currency zones shall be the sole responsibility of the investor. Kings Holding shall not be liable for any exchange rate fluctuations or associated transaction costs.

12.  GOVERNANCE & DECISION-MAKING

12.1.The Board of Directors shall serve as the supreme governing authority of Kings Holding and shall hold final decision-making power on all matters pertaining to Kings Holding operations, including investments, policies, and financial matters.
12.2. Board composition shall be determined as follows:
  • Eighty percent (80%) of Board representation shall be allocated on a proportional basis according to the quantum of investment held
  • Twenty percent (20%) of Board representation shall be elected through a voting process, irrespective of investment quantum
12.3.Chairman's Veto Power The Chairman of the Board of Directors holds absolute Veto Power over any decision of Kings Holding, including amendments to this document, determination of returns, approval of investments, and policy revisions. The Chairman's decision shall be final and binding in all such matters.
12.4.The Board shall conduct monthly, quarterly, and annual review meetings to monitor the overall performance of investments and take appropriate strategic decisions as required.
12.5.The Board of Directors shall provide quarterly updates to investors, either through formal meetings or via official communication channels.
12.6.Amendments to this document may be made by the Board of Directors subject to the Chairman's approval. Investors shall be notified of any material amendments in a timely manner through official channels. In the event of any conflict between this document and any other Kings Holding communication, this Constitution shall prevail unless expressly superseded by a formal Board resolution.
12.7.Management fees and operational expenses of Kings Holding shall be levied and approved by the Board of Directors and communicated to investors transparently and in advance. A detailed fee schedule shall be maintained and made available through the Investor Portal.

13.  RISK & CAPITAL PROTECTION

13.1. Kings Holding shall ensure the return of invested capital to investors in the following circumstances:
  • Foreclosure or early termination of an investment batch for reasons attributable to Kings Holding
  • Internal unavoidable circumstances that render the continuation of an investment cycle impossible
13.2.Kings Holding does not guarantee returns above and beyond the principal. Investors acknowledge that all investments carry inherent risk and that returns are entirely subject to business performance.
13.3.Investors are advised to make investment decisions based on their own independent assessment of risk tolerance and financial capability. Kings Holding shall not be liable for losses arising from external market conditions beyond its control.

14.  COMMUNICATION & INVESTOR SUPPORT

14.1.Kings Holding shall provide prompt and professional support to all investors through official and designated communication channels.
14.2. Investors may raise queries, concerns, or complaints through the following channels:
  • Kings Holding official email address
  • Designated Kings Holding support telephone number
  • Kings Holding Investor Portal messaging system
14.3.Kings Holding commits to acknowledging investor queries within two (2) business days and resolving matters within a reasonable timeframe.
14.4.A dedicated communication platform (such as a designated messaging group) may be established to facilitate swift communication. Notwithstanding this, all official communications shall be conducted through formal channels, including email or duly issued written documents.
Phone
+974 3110 2399
Email
info@kingsholdingco.com

15.  ACCEPTANCE, AMENDMENTS & GOVERNING TERMS

15.1.Participation, contribution, or investment in Kings Holding in any form shall constitute unconditional acceptance of this Constitution, all Bylaws, and these Terms & Conditions in their entirety.
15.2.The Board reserves the right to amend, modify, update, or revoke any provision of this document at any time. Investors shall be notified of material changes through official Kings Holding communication channels.
15.3.This document shall be governed by and construed in accordance with applicable law. Any disputes shall be subject to the jurisdiction as determined by the Board of Directors.
Approved by: Dr. Mohammed Hashif — Chairman & Managing Director, Kings Group of Companies