Terms of Reference for the External Auditors

East Africa Exchange Ltd (EAX)

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http://www.ea-africaexchange.com/

TERMS OF REFERENCE FOR THE EXTERNAL AUDITORS

1. BACKGROUND

EAX is regional commodity exchange offering commodity trade services in Rwanda and East Africa Community (EAC) common markets (173 million consumers) in key staples food crops such as White Maize (WM), Beans (BS), Soya (SY), Maize Flour(MF) Paddy Rice (PR), Mix Beans (MIX-BS), Tea (TEA), Yellow Maize (YM), Yellow Beans (YEL-BS), Sugar Beans (SUG-BS) and Coffee (COF).

EAX deals with high quality grains meeting requirements of EAC standards. Established to link smallholder farmers to agricultural and financial markets, secure competitive prices for products, and facilitate access to financing opportunities, today it is expanding its operations to trade coffee, tea, paddy rice and minerals. The current and future trading methods consist of spot, forwards, auctions and futures trading for not only grains in agriculture sector but also for metals and minerals.

To this end, EAST AFRICA EXCHANGE Ltd would like to engage an audit firm recognized by the Institute of Certified Public Accounts of Rwanda (ICPAR) to conduct audit of EAST AFRICA EXCHANGE LTD for the year ended 2025

2. Objective and Scope (CPA firm's responsibilities)

It is expected that the audit will be carried out in accordance with International Standards of Supreme Audit Institutions (lSSAls) and will include such tests of controls, as the auditor considers necessary under the international norms and reporting standards. In conducting the audit, special attention should be paid to the following:

That the financial statements present fairly, in all material respects, company revenue and expenditure incurred for the year ended 31st December 2025, are in conformity with generally accepted accounting principles.
That the company adhered to established financial compliance requirements, statute, relevant laws and company regulations.
That the company internal control structure for financial reporting and/or safeguarding assets, including controls in computer based systems are suitably designed and implemented to achieve the control objectives.
That the company complied with all applicable laws, regulations and guidelines in incurring expenditure Whether the company financial resources were managed effectively, efficiently and transparently.
All appropriate recommendations to correct weaknesses or deficiencies identified.
The methods and procedures for preparing financial statements
Review and advice to respective Managements of audited companies on appropriate accounting recognition, disclosure of subsequent events: acquisitions, ownership transfers, disinvestments, etc. occasioned after the year 2025 that were brought to our attention during the course of this assignment;
The audit will also perform a tax review and computation so as to quantify the amount of any risk exposure. Further, the Auditor will provide advice to the management of the Company on any available strategies for dealing with any identified tax exposure, including but not limited to making a voluntary disclosure to the tax administration and any applicable penalties and relating potential risks; The annual tax review and computation for the Company shall cover among others: Corporate Income Tax (CIT), Pay As You Earn (PAYE), Withholding Taxes (WHT), Value Added Tax, etc

3. DELIVERABLES

Giving an audit opinion on the financial statements of the company for the year ended 31 December 2025 together with the Management letter.
Audit files supporting the audit reports well referenced and cross referenced The management letters should include but not limited to;

Management letter on financial statements audit

Observations on accounting records, systems, controls and corporate governance issues that were examined during the course of the audit if any;
Identified specific deficiencies and areas of weakness in systems and controls with recommendations for improvement
Matters that have come to the attention of the auditors during the audit which might have a significant impact on the going concern of the company
Financial procedures not fully complied with corrective measures are recommended and if need be staff training needs are identified.

4. GENERAL OBLIGATIONS

The audit firm will accomplish its duties according to regulations and in conformity with the clauses of the contract.
The auditors will be given access to all legal documents, correspondence and any other information they may deem necessary, associated with the organization.
During and after the contract processing, the audit firm and his personnel will keep all information, documents at their hand confidential.

5. Audit Firm's Liabilities

The audit firm is liable for any damage caused by her personnel while executing the contract.
It is liable for any mistakes in carrying out this exercise

6. Qualification of the Firm and the Assigned Personnel for the company

The firm should have a verifiable record of conducting audits for not less than 5 years in Rwanda or within the region as well as verifiable record of carrying out similar audits in similar company.

The team should be composed of the following:

The Engagement Partner: The engagement partner must be a certified accountant from a professional body recognized by IFAC. The engagement partner should have proven experience of not less than 10 years in institutions of similar size and intensity of mission.
The Audit Manager/ Director: He/she must be a certified accountant from a professionalbody recognized by IFAC. The audit manager should have proven experience of not less than 7 years in institutions of similar size and intensity of mission.
The Senior Auditor: The senior auditor must be a certified accountant from a professional body recognized by IFAC. The senior auditor should have proven experience of more than 5 years in institutions of similar size and intensity of mission
Auditor: The auditor must be a certified accountant from a professional body recognized by IFAC. The auditor should have proven experience not less than 3 years in institutions of similar size and intensity of mission.
Overall, the audit firm must demonstrate ability in the application of International Standards on Supreme Audit Institutions (lSSAls).

7. Auditee's Liability

Information from the Auditee

The Auditee shall give the Auditors access to all legal documents, correspondences and any other information they may deem necessary, associated with organization

8. Approval of the reports and documents

Approval of the report shall be done according to the regulations set in the present tender.

The company(EAX) will notify the audit firm the acceptance or rejection of the reports within 15 calendar days from the submission of first draft audit reports.