Internal Audit Charter Template — Section 138 / IIA / SIA
INTERNAL AUDIT CHARTER
Entity: {{client_name}}
Period applicable from: 29 May 2026
Approved by: Audit Committee / Board of Directors of {{client_name}}
1. Purpose
The Internal Audit Function provides independent, objective assurance and consulting services designed to add value and improve operations of {{client_name}}. It helps the Entity accomplish its objectives by bringing a systematic, disciplined approach to evaluating and improving the effectiveness of governance, risk management and internal control processes.
This Charter establishes the purpose, authority and responsibility of the Internal Audit Function and is reviewed annually by the Audit Committee.
2. Authority
The Internal Audit Function, with strict accountability for confidentiality and safeguarding of records and information, is authorised:
- To have full, free, unrestricted and timely access to all functions, records, property, and personnel pertinent to carrying out any engagement
- To allocate resources, set frequencies, select subjects, determine scopes of work, apply techniques required to accomplish audit objectives and issue reports
- To obtain the necessary assistance of personnel in units of the Entity where engagements are performed, and to obtain assistance from external specialists where required
3. Independence and Objectivity
The Internal Audit Function reports functionally to the Audit Committee and administratively to the Chief Executive Officer. To provide for independence, internal auditors do not implement internal controls, develop procedures, install systems, prepare records or engage in any other activity that may impair their objectivity.
The Head of Internal Audit confirms to the Audit Committee, at least annually, the organisational independence of the function.
4. Scope of Work
The scope of the Internal Audit Function encompasses, but is not limited to, examination and evaluation of the adequacy and effectiveness of the Entity's governance, risk management and internal controls, as well as the quality of performance in carrying out assigned responsibilities, including:
- Reliability and integrity of financial and operational information
- Effectiveness and efficiency of operations and programmes
- Safeguarding of assets
- Compliance with laws, regulations, policies, procedures and contracts
- Information technology general and application controls
- Investigation of suspected fraud, financial irregularities or significant compliance breaches
- Special reviews and consulting engagements at the request of management or the Audit Committee, provided objectivity is preserved
5. Responsibility
The Head of Internal Audit and staff of the Internal Audit Function are responsible to:
- Develop a flexible annual audit plan using an appropriate risk-based methodology, including any risks or control concerns identified by management, and submit that plan to the Audit Committee for review and approval
- Implement the annual audit plan as approved, including special tasks or projects requested by management and the Audit Committee
- Maintain a professional audit staff with sufficient knowledge, skills, experience and certifications to meet the requirements of this Charter
- Establish a quality assurance programme by which the Head of Internal Audit assures the operation of internal auditing activities
- Perform consulting services beyond internal audit assurance services to assist management in meeting its objectives
- Issue reports to senior management and the Audit Committee summarising results of audit activities
- Keep the Audit Committee informed of emerging trends and successful practices in internal auditing
- Provide a list of significant measurement goals and results to the Audit Committee
- Assist in the investigation of significant suspected fraudulent activities within the Entity and notify management and the Audit Committee of the results
- Consider the scope of work of the external auditors, regulators and other governmental authorities, as appropriate, for the purpose of providing optimal audit coverage to the Entity at a reasonable overall cost
6. Standards of Audit Practice
The Internal Audit Function will meet or exceed the standards set forth in:
- The ICAI Standards on Internal Audit (SIA) framework
- The Institute of Internal Auditors' (IIA) International Standards for the Professional Practice of Internal Auditing
- The IIA Code of Ethics
- Any applicable regulatory requirements (Section 138 of the Companies Act 2013, Rule 13 of the Companies (Accounts) Rules 2014, SEBI Listing Regulations where applicable)
7. Reporting
A written report will be issued at the conclusion of each engagement to the relevant level of management, with a summary report provided to the Audit Committee on a quarterly basis.
The Internal Audit Function will follow up with management on the implementation status of agreed corrective actions and will report follow-up results to the Audit Committee.
8. Quality Assurance and Improvement
The Internal Audit Function will maintain a quality assurance and improvement programme covering all aspects of internal audit activity, including periodic internal assessments and external assessments at least once every five years, in line with IIA Standard 1312.
Approved by the Audit Committee on: ____________________
Acknowledged by the Internal Audit Function:
For {{firm_name}}
Chartered Accountants — Internal Auditors
Firm Registration No.: {{firm_registration_no}}
_______________________________
{{engagement_partner}}
Head of Internal Audit
Membership No.: {{icai_membership_no}}
Place: ____________________
Date: 29 May 2026
