10/10/2026
CONSTITUTION OF AWAMI ATTIRES
Founding, Governance, Investment, Profit-and-Loss Sharing, Transfer and Succession Rules
PROPOSED FINAL DRAFT — FOR LEGAL REVIEW BEFORE SIGNING
IMPORTANT STATUS: This is a proposed founding constitution for review and adoption. It must be aligned by a Pakistani corporate lawyer with
the legal structure actually registered with SECP and/or the Registrar of Firms. It does not replace any mandatory statutory document, including a
Memorandum and Articles of Association, partnership deed, shareholders' agreement, investment agreement or required filings. Where
applicable law conflicts with this document, the law prevails.
PREAMBLE
This Constitution sets out the proposed rules for the ownership, management, investment, profit-and-loss allocation, transfer of
interests, succession and general operation of Awami Attires ("the Business").
The founders are Mr. Muhammad Yasin, Chairman and Founder, and Mr. Imran Elahi, Chief Executive Officer (CEO) and Founding
Owner. The founders intend to establish and operate Awami Attires under a legal structure selected and registered in accordance
with the laws of Pakistan.
The parties intend to preserve the founders' leadership, provide transparent investment terms, protect business reserves and
establish clear rules for ordinary investors and lifetime investment partners.
ARTICLE 1 — NAME, PURPOSE AND BUSINESS
1.1 The business name shall be Awami Attires.
1.2 The business may carry on lawful activities involving garments, apparel, textiles, sourcing, manufacturing, import, export,
wholesale, retail, e-commerce, marketing and related products or services.
1.3 The registered office, principal place of business, registration particulars and tax details shall be recorded in the relevant statutory
documents.
1.4 The Business shall comply with applicable laws of Pakistan, including relevant company, partnership, tax, employment and
commercial laws.
ARTICLE 2 — LEGAL STRUCTURE AND FOUNDERS
2.1 The founders shall pursue an SECP-registered structure if legally and commercially appropriate. The final structure must be
expressly selected before accepting investments. An SECP-incorporated company and a partnership registered with the Registrar of
Firms are different legal forms and are not interchangeable.
2.2 If the Business is incorporated as a company, its Memorandum and Articles of Association and other statutory records shall
govern matters that must be dealt with under company law. If it is instead operated as a partnership, a properly executed partnership
deed shall define the partners' rights and liabilities.
2.3 Mr. Muhammad Yasin shall serve as Chairman and Founder, subject to the applicable legal documents. Mr. Imran Elahi shall
serve as CEO and Founding Owner, subject to the applicable legal documents.
2.4 The founders' respective capital contributions, ownership percentages, remuneration, authority and any loans to the Business
shall be recorded in writing. This Constitution does not assume that their ownership percentages are equal.
2.5 The Business shall not issue or describe an instrument as a legal share unless the selected legal structure permits that
instrument and all required approvals, allotments and registers have been completed.
ARTICLE 3 — INVESTMENT UNITS AND FUNDING
3.1 For the proposed investor scheme, the price of each investment unit shall be PKR 125,000.
3.2 An ordinary investor may purchase one or more units. There is no minimum purchase requirement for an ordinary investor.
3.3 A maximum of 40 ordinary investor units may be offered under this scheme, representing a maximum subscription amount of
PKR 5,000,000 if all 40 units are subscribed.
3.4 Each fully paid unit shall carry the contractual profit-and-loss participation described in this Constitution and the signed
investment agreement. The unit shall not, by itself, be represented as legal ownership of the company unless it is validly issued as a
share or other ownership interest under the selected legal structure.
3.5 The founders, Mr. Muhammad Yasin and Mr. Imran Elahi, shall be responsible for arranging the funding required for the smooth
operation and continuity of the Business in accordance with their separately documented commitments.
3.6 Each investment shall be evidenced by a signed subscription or investment agreement and a receipt or other reliable record of
payment. The Business shall maintain accurate records of investors, units, payments, transfers, distributions and capital returned.
3.7 Any additional money provided by a founder shall be documented as capital, a loan or another legally appropriate form of funding,
including any agreed repayment terms. Awami Attires Constitution | Proposed draft | Page 2
ARTICLE 4 — INVESTMENT CATEGORIES
4A. Ordinary profit-and-loss investor
4.1 An ordinary investor may purchase one or more investment units at PKR 125,000 per unit and shall receive the contractual
economic rights set out in the signed investment agreement.
4.2 Each ordinary unit shall carry a proposed entitlement equal to 1% of the relevant distributable net profit and an equivalent 1%
allocation of business losses, subject to the rules in this Constitution and applicable law.
4.3 An ordinary investor does not acquire ownership of the Business, its assets or its management merely by receiving a contractual
investment certificate. If actual company shares are issued, the holder's legal shareholder rights shall instead be governed by
company law and the statutory documents.
4.4 An ordinary investment certificate is evidence of the rights expressly stated in the relevant agreement. It is not cash, a deposit
account or a negotiable cash instrument.
4B. Lifetime investment partner / ownership investor
4.5 A person may elect to participate through a lifetime investment arrangement only under a separate written agreement accepted
by the founders and documented in the legally appropriate form.
4.6 A lifetime investment partner shall have the ownership percentage and economic, voting and other rights expressly granted in the
relevant legally effective documents. The ownership percentage, profit-and-loss participation and any voting rights must be stated
clearly.
4.7 A lifetime investment partner may not demand repayment or withdrawal of the invested capital from the Business under the
ordinary investor exit procedure. The lifetime investor may sell or transfer all or part of the interest at a price agreed with a purchaser,
subject to applicable law, required approvals and the transfer terms in the relevant agreement.
4.8 The label "lifetime investment partner" does not by itself create legal ownership. Ownership must be validly established and
recorded under the selected legal structure. A lawyer must ensure this category does not conflict with the statutory nature of
company shares or partnership interests.
ARTICLE 5 — MANAGEMENT: CHAIRMAN AND CEO
5.1 Mr. Muhammad Yasin shall act as Chairman and Founder, and Mr. Imran Elahi shall act as CEO and Founding Owner, subject to
the company's statutory documents or partnership deed.
5.2 The Chairman and CEO shall share responsibility for management, development, continuity and smooth operation of the
Business, working with mutual understanding and support from the Board.
5.3 The parties intend that the Chairman's decision shall be final on management, policy and operational matters within the authority
lawfully reserved or delegated to him by the governing documents. This clause does not override mandatory powers of shareholders,
partners, directors, regulators or courts under applicable law.
5.4 The CEO shall supervise day-to-day operations, implement approved business plans and report to the Chairman and Board as
required by the governing documents.
5.5 The Chairman and CEO may appoint, supervise, replace or dismiss staff and professional advisers as permitted by law and the
approved budget, including accountants, salespersons, purchasers/procurement staff, auditors, lawyers, tax consultants and other
required personnel.
5.6 Any appointment requiring statutory qualifications, independence or formal corporate approval shall comply with applicable law.
The appointment of an auditor shall not compromise any legally required independence.
5.7 The Chairman and CEO shall ensure that business funds are used for legitimate purposes and that accurate accounts, inventory
records and supporting documents are maintained.
ARTICLE 6 — BOARD OF DIRECTORS
6.1 The Board shall provide oversight, advice and support in relation to business performance, finance, risk and policy, subject to the
legal powers and duties applicable to the selected structure.
6.2 An ordinary investor must have purchased and fully paid for at least 10 units, representing PKR 1,250,000, to be eligible for
consideration for appointment as a director.
6.3 Meeting the 10-unit threshold does not create an automatic right to a directorship. The Chairman shall appoint a director after
confirming receipt and recording of the required investment, and a separate written appointment letter shall be issued, subject to
applicable law and any required shareholder or Board approvals.
6.4 Each appointment letter shall state the director's role, authority, term, reporting requirements, remuneration if any, confidentiality
obligations and grounds for removal.
6.5 Directors shall act honestly and in accordance with their legal duties, disclose conflicts of interest and not commit the Business to
obligations beyond their authority.
6.6 The number of directors, quorum, voting, meeting procedure and statutory appointment/removal requirements shall be specified
in the relevant statutory documents. Awami Attires Constitution | Proposed draft | Page 3
6.7 Board support for the Chairman's final management authority shall operate only to the extent legally permitted and shall not
remove non-waivable duties or powers imposed by law.
ARTICLE 7 — MANAGING DIRECTOR RIGHT FOR A SUBSTANTIAL INVESTOR
7.1 The parties intend that an investor holding more than 30% of the 40-unit investor allocation shall have the right to nominate
himself/herself or a representative for appointment as Managing Director.
7.2 If all 40 investor units are issued, this threshold means holding at least 13 of those 40 units. The final documents must specify
whether the threshold is measured against the 40-unit scheme, the issued investor units or the company's total issued share capital.
These denominators may produce different results.
7.3 Any Managing Director appointment shall be made through the appointment procedure required by the selected legal structure,
the Articles of Association or other governing documents and applicable law.
7.4 The Managing Director's authority shall be defined in writing and coordinated with the Chairman, CEO and Board. This provision
does not automatically override statutory powers or duties.
7.5 If the investor no longer meets the required threshold, the continuation of the appointment shall be handled under the
appointment terms and applicable law.
ARTICLE 8 — PROFIT DISTRIBUTION AND RESERVE
8.1 "Distributable net profit" means profit established by properly maintained accounts after legitimate business expenses, salaries,
supplier liabilities, taxes, depreciation, required provisions and other appropriate accounting adjustments, and after ensuring that a
distribution is lawful.
8.2 Where all 40 ordinary investor units are issued and the allocation is legally effective, the proposed distribution of distributable net
profit shall be: ordinary investors collectively up to 40% (1% per issued unit); CEO 25%; Chairman 25%; and company reserve 10%.
8.3 If fewer than 40 ordinary investor units are issued, each issued unit shall receive the agreed 1% entitlement. The percentage
attributable to unsold units shall not be paid to either founder as personal profit; it shall be retained for company funding and credited
to the company reserve or another properly designated business account.
8.4 The 25% founder allocations and 10% reserve shall be applied as stated above, with any unsold-unit allocation added to the
reserve. The final accounting policy must ensure the total allocation does not exceed 100%.
8.5 The reserve shall be used for working capital, inventory, asset improvement, expansion, unexpected losses, reduced business
activity and lawful investor exit payments. It is a company fund, not the personal property of either founder.
8.6 Profit may be distributed every six months after accounts have been prepared and reviewed, sufficient funds are available, and all
required legal approvals have been obtained. No fixed or guaranteed return is promised.
8.7 The company shall maintain a record of the calculation of profit, the percentage allocated to each category, amounts distributed
and amounts retained in reserve.
8.8 A distribution shall not be made solely because cash is available in the bank if the accounts do not establish distributable profit or
if the distribution would violate applicable law.
ARTICLE 9 — BUSINESS LOSSES
9.1 The parties intend that genuine business losses be allocated using the same proportions as the applicable profit-sharing
arrangement: 1% per issued ordinary investor unit, up to the investor allocation; 25% to the CEO; 25% to the Chairman; and the
reserve portion to be used for business needs, subject to the accounting and legal rules that apply.
9.2 Where investor units remain unsold, the corresponding unallocated investor percentage shall remain with the Business as a
funding/reserve allocation rather than being paid to a person.
9.3 Loss allocation in the accounts is distinct from personal liability to creditors. The legal structure selected for Awami Attires
determines whether any founder, partner, shareholder or investor may be personally liable for business debts.
9.4 No investor shall be required to contribute additional capital beyond the amount or commitment agreed in a legally effective
written document, unless applicable law or that document validly provides otherwise.
9.5 Any loss carried forward, use of reserves and subsequent distributions shall be handled under the adopted accounting policy and
applicable law.
ARTICLE 10 — TRANSFER OF INVESTMENT
10.1 An investor may sell or transfer all or part of the investor's interest at a price chosen by the seller and agreed with the purchaser,
subject to this Constitution, the relevant agreement and applicable law.
10.2 The transfer shall be recorded in writing, identifying the parties, the interest transferred, the agreed price, effective date and any
conditions.
10.3 Any statutory transfer procedure, company consent, pre-emption right, stamp duty, tax, registration or regulatory approval shall
be observed. Awami Attires Constitution | Proposed draft | Page 4
10.4 A private sale by an investor is distinct from a refund or return of capital by the Business. The Business is not required to fund a
private sale unless a separate lawful agreement provides otherwise.
10.5 A transfer does not automatically confer a Board seat, management position or Managing Director appointment. The relevant
eligibility and appointment rules continue to apply.
10.6 The lifetime investment partner may transfer the interest as provided in Article 4, but may not require the Business to repay that
lifetime investment.
ARTICLE 11 — LOCK-IN AND RETURN OF ORDINARY INVESTMENT
11.1 Ordinary investments shall be subject to a minimum lock-in period of one year from the date the investment is received and
recorded.
11.2 During the first year, neither the ordinary investor nor the Business may invoke the contractual capital-return procedure in this
Article, subject always to mandatory law and any rights that cannot legally be restricted.
11.3 After the one-year period, an ordinary investor may request return of all or part of the investment by giving at least three months'
written notice.
11.4 The parties propose that no profit be payable to the withdrawing investor for the three-month notice period. Any profit accrued
before that period shall be settled in accordance with the accounting period, the distribution policy and applicable law.
11.5 After the one-year period, the Business may also initiate return of all or part of an ordinary investor's capital by giving at least
three months' written notice, subject to the governing documents, available funds, creditor protection, solvency requirements and
applicable law.
11.6 Any return of capital, share buyback, capital reduction, partner withdrawal or cancellation of an investment shall be carried out
only through the legally permitted procedure for the selected structure.
11.7 A partial return shall be documented, and the remaining units and related profit-and-loss entitlement shall be recalculated and
recorded.
11.8 The reserve is intended to help meet lawful exit payments, but it does not guarantee immediate repayment or override creditor
and statutory requirements.
11.9 The ordinary exit procedure does not apply to lifetime investments, which are transferable but not refundable by the Business
under Article 4.
ARTICLE 12 — DEATH, NOMINATION AND SUCCESSION
12.1 Each founder and investor should provide a signed nomination identifying the intended next of kin or successor. A nomination
shall be subject to applicable succession law and shall not override any mandatory legal requirement.
12.2 On the death of Mr. Muhammad Yasin, Chairman and Founder, his ownership interest and associated economic rights shall
pass to his lawful successor or successors in accordance with applicable succession law, valid testamentary arrangements where
legally effective, and the governing documents.
12.3 On the death of Mr. Imran Elahi, CEO and Founding Owner, his ownership interest and associated economic rights shall pass to
his lawful successor or successors on the same basis.
12.4 The death of a founder shall not, by itself, be intended to terminate the Business. The surviving founder and duly authorized
management shall take lawful steps to continue operations.
12.5 An investor's interest shall similarly pass to the lawful successor or successors in accordance with applicable law and the
governing documents.
12.6 The successor shall be entitled to the economic and ownership rights legally inherited. Registration, verification and any
required succession documentation must be completed before the relevant records are changed.
12.7 Inheritance of an ownership interest does not automatically transfer a personal office, directorship, CEO position, Managing
Director position or signing authority. Such roles shall be filled under applicable law and the governing documents.
12.8 The Business shall maintain nomination forms and ownership records and shall reasonably assist lawful successors in
completing the required procedure.
ARTICLE 13 — ACCOUNTS, AUDIT AND TRANSPARENCY
13.1 Proper books shall be maintained for sales, purchases, expenses, investments, stock, assets, liabilities, profit, loss and
distributions.
13.2 Business funds shall be kept in appropriate business bank accounts and shall not be mixed with the personal funds of founders,
directors or investors.
13.3 Financial statements and tax filings shall be prepared and submitted as required by law.
13.4 The founders shall arrange accounting support and an independent audit where required by law or considered appropriate. Any
statutory auditor shall satisfy the applicable independence and qualification requirements.
13.5 Investors shall receive the financial information and inspection rights to which they are legally entitled. Awami Attires Constitution | Proposed draft | Page 5
ARTICLE 14 — CONFIDENTIALITY AND CONDUCT
14.1 Founders, directors, employees, investors and advisers shall protect confidential business information, including supplier prices,
customer lists, product information, financial records and commercial agreements.
14.2 Company assets and funds shall be used only for authorized business purposes.
14.3 Fraud, misappropriation, falsification of accounts or unauthorized disposal of company property shall be dealt with under
applicable law and the governing documents.
14.4 Nothing in this Article prevents a disclosure required by law or a competent regulator.
ARTICLE 15 — DISPUTE RESOLUTION
15.1 The parties shall first attempt to resolve disputes through good-faith discussion and negotiation.
15.2 If unresolved, the parties may agree to mediation or another lawful dispute-resolution process.
15.3 Any unresolved dispute may be referred to a competent court or other lawful forum having jurisdiction.
15.4 Nothing in this Article removes a statutory right or legal remedy.
ARTICLE 16 — AMENDMENTS AND LEGAL PRIORITY
16.1 Amendments must be made in writing and approved in the manner required by applicable law and the governing documents.
16.2 If a provision conflicts with mandatory law, the mandatory law shall prevail, and the remaining provisions shall continue to apply
to the extent lawful.
16.3 The Constitution, Memorandum and Articles of Association, partnership deed, shareholders' agreement and investment
agreements must be consistent. Any inconsistency shall be reviewed and corrected by legal counsel.
16.4 No oral understanding shall override a mandatory legal requirement or a valid written agreement.
ARTICLE 17 — DISSOLUTION AND WINDING UP
17.1 Dissolution or winding up shall occur only in accordance with applicable law and the governing documents.
17.2 On winding up, assets shall first be applied to winding-up costs, creditors and other liabilities in the legally prescribed order.
17.3 Any remaining assets shall be distributed according to lawful ownership interests and the governing documents. No person is
guaranteed recovery of the full investment if the available assets are insufficient.
ARTICLE 18 — ADOPTION AND SIGNATURES
The undersigned confirm that they have read this proposed Constitution and intend to adopt it subject to legal review, selection and
registration of the appropriate legal structure, and ex*****on of the necessary statutory and contractual documents.
SIGNATURES
Chairman and Founder
Mr. Muhammad Yasin
Signature: __________________________
Date: __________________
CEO and Founding Owner
Mr. Imran Elahi
Signature: __________________________
Date: __________________
Witness 1
Name: ______________________________
CNIC: ______________________________
Signature: ______________
Witness 2
Name: ______________________________
CNIC: ______________________________
Signature: ______________ Awami Attires Constitution | Proposed draft | Page 6
SCHEDULE A — INVESTMENT RECORD (TO BE COMPLETED FOR EACH INVESTOR)
Investor full name
CNIC / registration details
Contact address
Investment category [ ] Ordinary investor [ ] Lifetime investment partner
Number of units / ownership percentage
Amount received (PKR)
Date funds received
Profit-and-loss participation
Transfer / exit terms accepted [ ] Yes
Investor signature
Authorized company representative
