The Chief Executive Officer ChildLife Foundation 1st Floor, Najeeb Center, 172-B Shahrah-e-Qaideen Block 2 PECHS Karachi November __, 202 ASR ____ Dear Sir ENGAGEMENT LETTER IN RESPECT OF AUDIT OF THE GRANT RECEIVED FROM GOVERNMENT OF SINDH FOR THE PERIOD FROM JULY 1, 2020 TO JUNE 30, 2021 The purpose of this letter is to confirm our understanding of our mutual responsibilities arising as a result of our engagement for the captioned assignment. These terms will remain effective until amended, in writing, with the agreement of both parties. 2. Basic objective of the engagement We will conduct the audit of the financial statements for the period from July 1, 2020 to June 30, 2021. Grant received in quarterly tranches form Government of Sindh (hereinafter referred to as “the Grant”) in accordance with the requirements of International Standards on Auditing 800 - Special Considerations—Audits of Financial Statements prepared in accordance with Special Purpose Frameworks. Upon completion of the audit, we will provide you with our audit report on the financial information together with a report on internal controls over financial reporting, If applicable. Because of the inherent limitations of an assurance engagement, together with the inherent limitations of internal control, there is an unavoidable risk that some material misstatements may not be detected, even though the assurance engagement is properly planned and performed in accordance with the requirements of applicable standards. 3. Scope of the audit The objective of the audit is the expression of an opinion on the financial statements of the Grant for the period from July 1, 2020 to June 30, 2021. We will be required to conduct an audit in accordance with International Standards on Auditing and Assurance Standard Board of the International Federation of Accountants with special reference to ISA 800 Special Considerations—Audits of Financial Statements prepared in accordance with Special Purpose Frameworks prepared by the management. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Internal control systems, no matter how well designed and operated, are affected by inherent limitations. These include the possibility of poor judgment in decision-making, human error, control processes being deliberately circumvented by employees and others, management overriding controls and the occurrence of unforeseeable circumstances. Because of the inherent limitations of an audit, together with the inherent limitations of internal control, there is an unavoidable risk that some material misstatements may not be detected, even though the audit is properly planned and performed in accordance with the requirements of the ISAs as applicable in Pakistan. Upon completion of the audit, we will provide you with our audit report on the financial information prepared in accordance with the Special Purpose Framework. 4. General responsibilities of the management with respect to the financial information Our audit will be conducted on the basis that the management acknowledges and understands that it has the responsibility: (i) For the preparation and fair presentation of the financial statements; (ii) for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; and (iii) to provide us with: (a) Access to all information of which management is aware that is relevant to the preparation of the financial statements such as original records, documentation and other matters; (b) additional information that we may request from management for the purpose of the audit; and (c) unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence. Further, we understand that all detailed accounting schedules in support of each component of the income and expenditure account along with the draft financial statement prepared in accordance with Special Purpose Framework complying with the applicable disclosure and presentation requirements will be prepared by the management. 5. Responsibility for preventing and detecting fraud and errors and non-compliance with laws and regulations Management is responsible for safeguarding the Grant’s assets and for the prevention and detection of fraud and error. Management is also responsible for identifying and ensuring that the activities of the Grant comply with the laws and regulations applicable to its activities. We will design our audit to obtain reasonable, but not absolute, assurance 2 of 7 Pages of detecting errors or fraud that would have a material effect on the financial information as well as other illegal acts having a direct and material effect on the financial information. Our engagement will not include a detailed audit of transactions, such as would be necessary to disclose errors or fraud that did not cause a material misstatement of the financial information. It is important to recognise that there are inherent limitations in the auditing process. Audits are based on the concept of selective testing of the data underlying the financial information, which involves judgment regarding the areas to be tested and the nature, timing, extent and results of the tests to be performed. Audits are, therefore, subject to the limitation that error, fraud or other illegal acts having a direct and material impact on the financial information, if they exist, may not be detected. Because of the characteristics of fraud, particularly those involving concealment through collusion and falsified documentation, an audit designed and executed in accordance with ISAs as applicable in Pakistan might not detect a material fraud. Further, while effective internal control reduces the likelihood that errors, fraud or other illegal acts will occur and remain undetected, it does not eliminate that possibility. For these reasons we cannot ensure that errors, fraud or other illegal acts, if present, will be detected. 6. Identifying and reporting internal controls deficiencies Our audit is not designed to identify all significant deficiencies in the management’s system of internal controls over financial reporting. We shall endeavour to perform our work to enable us to detect significant control weaknesses and perform additional work directed towards identification of consequent fraud or other irregularities. However, our procedures alone, even when carried out with due professional care, do not guarantee identification of fraud relating to Grant activities or financial reporting thereof. In making our risk assessments, we consider internal control relevant to the entity’s preparation of the financial information in order to design audit procedures that are appropriate in the circumstances. Our review of internal financial control systems is performed only to the extent required to express an opinion on the Grant’s financial information. This consideration will not be sufficient to enable us to provide assurance on the effectiveness of internal control over financial reporting. However, we shall communicate in writing any deficiency in internal control relevant to the audit of the financial information of the Grant that we have identified during the audit, in the form of a report on internal control over financial reporting. Any such report will not be provided to a third party without our prior written consent. Such consent will be granted on the basis that such reports are not prepared for the use or benefit of anyone other than ChildLife Foundation. We shall only report the deficiencies in internal control relevant to the audit of the financial information of the Grant and our work will not involve evaluating or validating internal controls of ChildLife Foundation and its operations other than the Grant. 7. Responsibility for communicating information about facts affecting financial information after signing of the audit report 3 of 7 Pages The management will inform us of facts that may affect the financial information and of which management may become aware during the period from the date of the audit report to the date the financial information are issued. 8. Third party users of our opinion Our audit opinion is intended for the benefit of only those to whom it is addressed. The audit engagement will not be planned or conducted in contemplation of reliance by any other third party or with respect to any specific transaction other than ChildLife Foundation. Therefore, items of possible interest to any other third party will not be specifically addressed and matters may exist that would be assessed differently by a third party, possibly in connection with a specific transaction. 9. Electronic distribution of our opinion If ChildLife Foundation intends to publish or reproduce its financial information electronically (e.g. on an Internet Web Site), then the following note should be placed as a foot note to our report: “In case of any discrepancy on ChildLife Foundation website, the auditors shall only be responsible in respect of the information contained in the hard copies of the audited financial information available at ChildLife Foundation registered office.” 10. Confidentiality and data protection All data relating specifically to ChildLife Foundation activities related to the Grant and any other information which reasonably should be understood to be confidential to ChildLife Foundation are confidential information of ChildLife Foundation (‘Confidential Information’). We will use the ‘Confidential Information’ only in relation to the provision of services provided by us to ChildLife Foundation (‘the Services’) and will not disclose such ‘Confidential Information’ to any third party without ChildLife Foundation’s prior written consent save as provided in this letter. We will not be obligated to treat as confidential any information disclosed by ChildLife Foundation which: (i) is rightfully known to us prior to its disclosure by ChildLife Foundation; (ii) is released by ChildLife Foundation to any other person or entity without restriction; (iii) is independently developed by us without any use of or reliance on ‘Confidential Information’ ; (iv) is in or enters the public domain without breach of this confidentiality obligation; and / or (v) may be lawfully obtained by us from any third party. PwC Firms (A “PwC Firm” means a member of the PricewaterhouseCoopers global network of firms, each of which is a separate and independent legal entity) may share ‘Confidential Information’ and personal data (as collected during the engagement) where necessary with contractors, subcontractors and agents involved in the provision of services, such as in the context of international assignments or audits involving multiple PwC Firms. 4 of 7 Pages We may disclose with the prior written consent of ChildLife Foundation ‘Confidential Information’ and personal data including information subject to privilege to (i) third parties such as professional advisers; and (ii) national and international regulatory bodies e.g. the Institute of Chartered Accountants of Pakistan, the Securities and Exchange Commission of Pakistan, the State Bank of Pakistan etc., or courts as may be required by any law, statute, rule or regulation, professional standards including any foreign law, statute, rule or regulation as long as it is determined by us to be applicable to us. We may also share ‘Confidential Information’ and personal data with other PwC Firms for independence, risk management and quality review purposes. ‘Confidential Information’ and personal data relating to ChildLife Foundation’s activities for the Grant such as employees, contractors and other individuals may also be transferred for various business purposes including business development, relationship management, account management, internal financial reporting, provision of IT services (including among others storage, hosting, maintenance, support) and outsourcing services, both to PwC Firms and to service providers we use. 11. Ownership of and access to audit files The working papers and files for this engagement created by us during the course of the audit, including electronic documents and files, are the sole property of A. F. Ferguson & Co. Our working paper files are retained for a period of only six years, after which these are destroyed. This is done to manage the physical bulk of files and documentation, and reduce the cost of storage. However, should you require us to maintain our working papers beyond the above period; we shall make a charge in respect thereof. 12. Process for assessing client satisfaction with our services It is our desire to provide you at all times with a high quality service to meet your needs. If at any time you would like to discuss with us how our service to you could be improved or if you are dissatisfied with any aspect of our services, please raise the matter immediately with the partner responsible for that aspect of our services to you. In this way we are able to ensure that your concerns are dealt with carefully and promptly. 13. Internet communication During the engagement we may from time to time communicate with you electronically. However, as you are aware, the electronic transmission of information cannot be guaranteed to be secured or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or be incomplete or otherwise be adversely affected or unsafe to use. Accordingly, while we will use reasonable procedures to check for the then most commonly known viruses before sending information electronically, we shall not have any liability to you arising from or in connection with the electronic communication of information to you. 14. Fees and expenses 5 of 7 Pages Our fee for audit services, which will be billed as work progresses, shall be Rs. 250,000. Out of pocket expenses, including any travelling etc., will be billed separately in accordance with our normal practice. Any government taxes or levies applicable at present or which may become applicable in future shall be charged separately. Invoices rendered are due and payable upon receipt. Fee for other services shall be charged separately on a similar basis. 15. Other services to be subject of separate contracts Any additional services that you may request and that we agree to provide will be the subject of separate written arrangements. 16. Independence Independence rules impose restrictions on our partners and audit team members subsequently being employed by an audit client. You should be aware that if ChildLife Foundation appoints an individual, who was a partner of the Firm or a member of the audit team within one year period prior to the commencement of the audit in progress, in a position which could influence ChildLife Foundation’s accounting policies related to the Grant or the content of its financial information, then this may create a threat to our independence so significant that we may be required to resign our audit appointment. ChildLife Foundation will inform us if any such appointments are made. 17. Applicable law and governing jurisdiction The contract formed by this engagement letter, when accepted, shall be governed by, and construed in accordance with the laws of Pakistan and it is hereby irrevocably agreed and accepted that the courts of Pakistan shall have exclusive jurisdiction to settle any claim, difference or dispute. 18. Form and content of our report The form of our audit report will be in accordance with Audit Technical Release (ATR) – 17 issued by the Institute of Chartered Accountants of Pakistan and ISAs as applicable in Pakistan. The form and content of our report may need to be modified in the light of our audit findings. 19. Indemnification and liabilities ChildLife Foundation by executing this letter agree to indemnify and hold harmless AFF from all third party claims, damages, liabilities and costs other than those resulting from our negligence, default, breach of duty, breach of trust, willful misconduct or dishonesty. If any claim, action or proceeding against us arises with respect to which we are entitled to indemnity hereunder, we shall promptly notify ChildLife Foundation which shall be entitled to retain counsel (who shall be satisfactory to us) to defend such action or proceeding and ChildLife Foundation shall be responsible to pay the costs, fees and disbursements of such defiance. 6 of 7 Pages No admission of liability and/or settlement of any action, claim or proceeding shall be made on behalf of or bind us without our written consent. In no event shall AFF be liable to ChildLife Foundation whether the claim be in tort, contract or otherwise, for an amount in excess of the professional fee paid to us for the engagement other than for claims resulting from our willful misconduct or dishonesty. In no event shall AFF be liable to ChildLife Foundation whether a claim be in tort, contract or otherwise for any consequential, indirect, lost profit or similar damages, or failure to realise expected savings, relating to our services provided under this engagement contract. 20. Name of the engagement partner The Firm’s assurance partner responsible for this engagement is Mr.Shahbaz Akbar. Please acknowledge receipt of this letter and your agreement to the terms of our engagement as set out here in the signing the enclosed copy of the letter in the space provided. Kindly return one copy to our offices and retain one copy for your records. Yours truly encl The terms of this engagement are accepted by _______________________ on behalf of ChildLife Foundation to represent that he is authorised to accept those terms on its behalf. Signed: Dated: 7 of 7 Pages