Audit & Assurance · Specialised Audit & Certification
Special Purpose Audit (UAE) - AUP
Sometimes a bank, a franchisor, a joint-venture partner, or a regulator does not want an opinion — they want specific, factual answers to specific questions, delivered fast and without the interpretive layer of an audit or review.
Chartered Accountants · Dubai · Since 1986
A Special Purpose Audit — Agreed-Upon Procedures (AUP) engagement is a factual-findings engagement performed under International Standard on Related Services (ISRS) 4400 (Revised), 'Agreed-Upon Procedures Engagements'. Unlike an audit or a review, an AUP engagement provides no assurance opinion at all. Instead, the practitioner agrees a specific, narrow set of procedures with the engaging party (and, where relevant, other named parties who will rely on the report), performs exactly those procedures, and reports the factual findings — what was found, tested, or confirmed — without expressing any conclusion on whether the underlying subject matter is 'fairly stated', 'true and fair', or otherwise acceptable. The reader of the report is left to draw their own conclusions from the stated facts.
This distinction matters enormously in practice. An audit (ISA 800/805) and a review (ISRE 2400) both involve the practitioner exercising professional judgement to reach and express a conclusion — reasonable assurance for an audit, limited assurance for a review. An AUP engagement involves no judgement of that kind: the practitioner is not asked whether a number is 'right', only whether a specifically defined procedure — recalculating a royalty base, confirming a bank balance, checking that a covenant ratio was calculated as specified, tracing invoices to a ledger — produces a particular factual result. This makes AUP engagements considerably faster to scope and execute than an audit, and correspondingly cheaper, provided the procedures are precisely defined upfront.
Demand for AUP engagements in the UAE arises in a recurring set of commercial situations. Franchisors and licensors commission AUP engagements to verify a franchisee's or licensee's reported turnover before calculating royalty payments, since a full audit of the franchisee's business is usually neither necessary nor proportionate to the question. Banks and lenders sometimes request AUP procedures — rather than a full audit — to confirm a specific covenant calculation, a debt-service coverage ratio, or a drawing-power figure at a point in time. Joint-venture partners use AUP engagements to verify a specific cost allocation, profit-share calculation, or expense reimbursement claim between JV partners without commissioning a full audit of either party. Buyers in smaller transactions sometimes commission targeted AUP procedures on specific balance sheet items — cash, related-party balances, or a revenue recognition policy — as a faster, cheaper alternative to full financial due diligence where the deal size does not justify the larger exercise. Regulators and government bodies occasionally specify a defined set of procedures (for example, confirming that grant funds were transferred to specified beneficiaries) rather than requesting a full audit opinion.
Because an AUP report expresses no assurance conclusion, the report itself carries a mandatory restriction on use — it is addressed only to the parties who agreed the procedures (and any other named parties who have also agreed them), and it explicitly states that the procedures performed were not an audit or a review, and that no assurance is expressed. This is not a weaker or lesser deliverable; it is a precisely different one, purpose-built for situations where the engaging party already knows what specific fact they need confirmed and does not need — or does not want to pay for — a broader assurance opinion.
PNPC Global's UAE practice treats the scoping conversation for an AUP engagement as the single most important step, because the entire value of the engagement depends on the procedures being defined with enough precision that there is no room for interpretation during fieldwork or dispute afterward about what was actually agreed. A procedure such as 'recalculate the royalty base per clause 4.2 of the franchise agreement, applying the agreed exclusions listed in Schedule 3' is workable; a procedure such as 'review the franchisee's turnover for reasonableness' is not — it invites exactly the kind of judgement an AUP engagement is designed to avoid, and risks the report inadvertently reading like a review or audit opinion it was never scoped to be.
The most common failure we see in AUP reports issued by other firms is procedure drift — the practitioner starts performing the agreed mechanical procedure, encounters an ambiguity or exception, and quietly exercises judgement to resolve it rather than reporting the exception as a finding and referring it back to the engaging party. This blurs the line between AUP and review, exposes both the practitioner and the client to the risk that the report is later challenged as having overstepped its mandate, and can make a franchisor, bank, or JV partner suspicious of a figure that looks 'smoothed' rather than reported as found.
The deliverable is a factual findings report — one paragraph confirming the procedures performed and the results of each, in the same order as agreed, plus the mandatory statement that no assurance is expressed and that the report is restricted to the specified parties. PNPC issues every AUP report only after the procedures and their precise wording are confirmed in writing with the engaging party (and, ideally, informally with anyone else who will rely on the output), because the value of an AUP engagement collapses entirely if the recipient later argues the wrong thing was tested.
Agreed-Upon Procedures vs other UAE audit and assurance engagements
| Feature | Agreed-Upon Procedures (AUP) | Special Purpose Audit | Statutory Annual Audit | Review Engagement (ISRE 2400) | Forensic / Investigative Engagement |
|---|---|---|---|---|---|
| Governing standard | ISRS 4400 (Revised) | ISA 800 / ISA 805 | Full ISA suite (IFRS financial statements) | ISRE 2400 (Revised) | No single ISA — engagement-specific scope, often supported by forensic methodology |
| Level of assurance | No assurance — factual findings only | Reasonable assurance (positive opinion) | Reasonable assurance (positive opinion) | Limited assurance (negative assurance conclusion) | Varies — often no formal assurance opinion, findings of fact |
| Scope of subject matter | Specific procedures agreed with the engaging party, applied to a defined item or figure | Defined element, account, or special-basis financial statement | Complete general purpose financial statements | Complete or partial financial statements, limited procedures | Specific allegation, transaction, or fact pattern under dispute |
| Typical UAE trigger | Royalty/turnover verification, covenant recalculation, JV cost-share check, targeted transaction check | Bank facility, visa, grant, transaction, court request | Annual licence renewal (mainland/free zone), shareholder requirement | Interim reporting, lender comfort where full audit not required | Suspected fraud, dispute, litigation, whistleblower matter |
| Report distribution | Restricted strictly to parties who agreed the procedures — no assurance conclusion expressed | Restricted to named recipient(s) per ISA 800/805 | General purpose — for all financial statement users | Restricted per engagement terms, often broader than special purpose | Restricted to instructing party, often privileged in litigation context |
| Practitioner's judgement exercised | Minimal — procedures are mechanical and precisely defined, no interpretation of results | Full professional judgement applied to reach an opinion | Full professional judgement applied to reach an opinion | Judgement applied, though procedures narrower than an audit | Substantial judgement and investigative methodology applied |
| Typical timeline | Days to 2 weeks depending on procedures agreed | 1–4 weeks depending on scope and evidence availability | 4–8 weeks including planning, fieldwork, and sign-off | 1–3 weeks | Highly variable — weeks to months |
| Who commissions it | Franchisor, lender, JV partner, buyer, grantor, landlord | Bank, visa authority, grantor, buyer, court, shareholder | Free zone / DED / regulator (mandated), shareholders | Lender, management, board (voluntary or contractual) | Board, shareholders, regulator, or court order |
| Fee basis | Fixed fee scoped to the specific procedures agreed | Fixed fee scoped to the defined element or account tested | Fixed fee scoped to the complete general purpose financial statements | Fixed fee, narrower in scope than a full audit | Often time-and-materials, reflecting the open-ended nature of an investigation |
| Independence requirement | Expected under ISRS 4400, though less stringent than for an audit since no assurance is expressed | Full independence requirements under the applicable ISA | Full independence mandatory; UAE-licensed auditor required | Independence required under ISRE 2400 | Independence critical, particularly where litigation may follow |
| Can a non-agreeing third party rely on the report? | No — restricted strictly to parties who formally agreed the procedures in advance | No — restricted to the named recipient(s) per ISA 800/805 | Yes — general purpose, intended for all financial statement users | Restricted per engagement terms, though sometimes broader than special purpose | Restricted to the instructing party, often privileged in a litigation context |
This table is directional. The choice between AUP and a special purpose audit turns on one question: does the engaging party want an opinion, or just the facts? If they want to know whether a number is 'right', that is an audit or review. If they already know what they want checked and just need it confirmed mechanically, AUP is faster and cheaper. Confirm which is actually wanted before scoping — the wrong engagement type is the most common cause of a report that does not satisfy the recipient.
| Stage | What happens | Who acts | Typical output |
|---|---|---|---|
| 1. Scoping call | PNPC establishes exactly who commissioned the AUP, what factual question they need answered, and which other parties (if any) will rely on the report | Client and PNPC engagement partner | Clear statement of the underlying business question driving the engagement |
| 2. Procedures drafting | PNPC drafts the specific, mechanical procedures to be performed — recalculation formulas, sampling basis, documents to trace, balances to confirm — with no ambiguity about what 'testing' means for each item | PNPC, reviewed line-by-line with the engaging party | Draft list of agreed-upon procedures, numbered and precisely worded |
| 3. Agreement of procedures with all relying parties | Where a franchisor, bank, or JV partner other than the direct client will rely on the report, PNPC confirms they agree the exact wording of each procedure before fieldwork starts — this is a specific ISRS 4400 requirement, not a courtesy step | Engaging party plus any other named relying party | Written sign-off on the final procedures list from every party who will rely on the report |
| 4. Engagement letter | The engagement letter records the agreed procedures verbatim, confirms no assurance will be expressed, and sets out the restriction on use naming every party entitled to receive the report | PNPC and client, countersigned | Signed engagement letter with procedures annexed |
| 5. Evidence request | PNPC requests only the specific records needed for the agreed procedures — the underlying ledger, the franchise agreement clause, the covenant formula, the JV cost-share schedule — deliberately narrower than a full audit evidence list | Client provides; PNPC confirms completeness against the procedures list | Document set matched item-for-item to each procedure |
| 6. Procedure execution | PNPC performs each agreed procedure exactly as worded — recalculating, tracing, confirming, comparing — without substituting judgement for a procedure that produces an ambiguous or unexpected result | PNPC fieldwork team | Procedure-by-procedure factual results, documented as performed |
| 7. Exception handling | Where a procedure surfaces an anomaly the procedures did not anticipate (a document that does not exist, a formula that cannot be applied as worded), PNPC reports this as a specific finding and refers back to the engaging party rather than resolving it unilaterally | PNPC flags; engaging party decides how to proceed | Documented exception log, distinct from the main findings |
| 8. Draft factual findings report | PNPC drafts the report strictly in the ISRS 4400 format — procedures performed and factual results only, the mandatory statement that no assurance is expressed, and the restriction on use naming every relying party | PNPC, second-partner reviewed before circulation | Draft AUP report for client review |
| 9. Partner review and sign-off | A second, independent partner reviews the draft specifically to confirm no assurance language has crept into the wording — a recurring risk in AUP drafting that PNPC checks for explicitly | PNPC second reviewing partner | Reviewed, sign-off-ready report |
| 10. Report issuance | The signed factual findings report is issued in the format and number of copies the engaging party and any other relying party specified, addressed to each named party per the restriction on use | PNPC | Final signed ISRS 4400 factual findings report |
| 11. Post-issuance query handling | Where a relying party raises a follow-up question on a specific finding after the report has been issued, PNPC traces the answer back to the indexed working papers for that procedure rather than reopening the whole engagement | PNPC, on request from a named relying party | Documented response tied to the original procedure and evidence |
| 12. Standing engagement set-up for recurring cycles | Where the same type of check will recur (an annual royalty verification, a quarterly covenant check), PNPC agrees a standing engagement structure so the procedures list is reused, updated only where the underlying agreement or formula has changed | PNPC and client, with relying parties re-confirming procedures only when they change | Standing engagement calendar with faster turnaround on each subsequent cycle |
| 13. Exception escalation and re-agreement | Where an exception surfaced during fieldwork is material enough that the engaging party wants the underlying procedure re-worded or supplemented mid-engagement, PNPC formally documents the change and re-circulates for sign-off from every relying party before continuing | Engaging party decides; every relying party re-confirms | Documented amendment to the agreed procedures, countersigned before fieldwork resumes |
| 14. Language and format finalisation | Where a relying party (a UAE government body, a bilingual JV partner) requires the report in Arabic or a specific bilingual format, PNPC confirms this requirement and arranges certified translation alongside the English original | PNPC coordinates; client confirms the relying party's exact requirement | Bilingual or translated factual findings report, consistent in content across both language versions |
| 15. Site visit or physical verification, where a procedure requires it | For procedures involving a physical count, site observation, or inventory verification (common in insurance-claim or stock-linked AUP engagements), PNPC schedules and performs the visit as one mechanical, precisely worded procedure among the agreed set | PNPC fieldwork team, with client and, where relevant, the entity being checked, coordinating access | Physical verification result documented exactly as the procedure specified |
| 16. Cross-border coordination, where relevant | For engagements where the engaging party (a franchisor, licensor, or JV partner) sits in India and the entity being checked operates in the UAE, PNPC's Dubai and India teams align on a single procedures list and reporting format both sides recognise | PNPC Dubai and India engagement teams jointly | Single coordinated factual findings report accepted by both the UAE and India-side relying parties |
| 17. Change-of-control review for standing engagements | Where the entity being checked or a relying party undergoes a change of ownership or management between cycles, PNPC treats this as a trigger to re-confirm the agreed procedures with the new parties rather than assuming automatic continuity | PNPC flags; new ownership/management re-confirms procedures | Re-confirmed or updated procedures list before the next standing-engagement cycle proceeds |
| 18. Engagement close-out and file retention | At the end of the engagement (or on termination of a standing arrangement), PNPC formally closes the file, confirms all relying parties received the final report, and retains the indexed working papers against the applicable professional record-retention period | PNPC | Closed engagement file, retrievable for any future query or subsequent-period comparison |
A straightforward AUP engagement — a single royalty recalculation or a covenant ratio check — can often be scoped, executed, and issued within one to two weeks once the procedures are agreed in writing by every relying party. The step most often underestimated is step 3: getting every party who will rely on the report to formally agree the exact procedures before fieldwork starts, which is a requirement of ISRS 4400, not an optional courtesy.
The underlying agreement, clause, or formula that defines what needs to be checked — the franchise agreement's royalty clause, the facility letter's covenant formula, the JV agreement's cost-share mechanism, or the lease's percentage-rent clause
Trade licence and Memorandum/Articles of Association of the entity whose figures are being checked
Signed engagement letter annexing the exact agreed-upon procedures and the restriction on use naming every relying party
Written sign-off from every relying party (franchisor, bank, JV partner) confirming they agree the exact procedures, obtained before fieldwork begins
The franchise, licence, or distribution agreement setting out the royalty or fee calculation basis and any permitted exclusions
Point-of-sale system reports, sales ledger, and VAT return filings via EmaraTax for the relevant period, to trace and cross-check reported turnover
Bank statements showing revenue deposits for the period under review
Any prior royalty statements submitted to the franchisor or licensor, for consistency checking
The facility letter or loan agreement clause specifying the exact covenant formula (debt-service coverage ratio, leverage ratio, drawing-power calculation)
Trial balance and general ledger extracts supporting each component of the covenant formula
Prior covenant compliance certificates submitted to the bank, for trend consistency
Bank statements and facility drawdown schedules relevant to the calculation period
The joint-venture agreement's cost allocation, profit-share, or expense reimbursement formula
Expense ledgers, invoices, and supporting vouchers for costs claimed for allocation between JV partners
Intercompany or inter-partner recharge schedules and related correspondence
Bank statements evidencing actual cash movements between JV partners for the relevant transactions
The term sheet or agreement identifying exactly which balance sheet items or figures require independent confirmation
General ledger extracts and supporting schedules for the specific items in scope (cash, related-party balances, a defined revenue test)
Bank confirmation letters or third-party confirmations where the procedure specifically calls for external verification
Management's basis-of-preparation memo for any specific treatment applied to the items being checked
Trade licence copy (mainland DED licence or relevant free zone authority licence) current and valid at the review date
UAE VAT registration certificate (TRN) and recent EmaraTax filings, where revenue or turnover figures form part of the procedures
UAE Corporate Tax registration details and Tax Registration Number, where relevant to cross-checking the figures under review
Board or management resolution authorising the AUP engagement, where the request originates from an internal decision rather than an external counterparty
The insurance policy wording defining what specific facts (stock quantities at the date of loss, verified expenditure incurred, business interruption calculation inputs) the insurer or loss adjuster has asked to be confirmed
Stock records, purchase invoices, and physical count sheets as at the date of loss, where the procedure involves confirming inventory quantities or values
Incident or loss report filed with the insurer, and any correspondence setting out the precise procedures the insurer has agreed to rely on
Bank statements and expense records evidencing specific expenditure the procedures require to be traced and confirmed
The Share Purchase Agreement, Shareholders' Agreement, or term sheet clause defining the exact metric to be confirmed (net working capital, minimum cash, undisclosed-liability threshold) and the formula for calculating it
Completion-date or earn-out-period trial balance and general ledger extracts supporting each component of the defined metric
Prior period figures for the same metric, where the procedure calls for a trend or consistency check
Any completion accounts methodology or accounting policies memo agreed between buyer and seller that governs how the metric is to be calculated
Written sign-off from each individual relying party where more than one party (both JV partners, franchisor and area developer) will rely on the same engagement, each confirming their own specific procedures
Contact and authority confirmation for who at each relying party is entitled to sign off procedures and receive the final report
Where the engaging party is India-based, the India-side contract or formula document translated or clarified against the UAE entity's records so both teams work from a single reconciled procedures list
The prior period's AUP factual findings report and working papers, for consistency checking on a recurring standing engagement
Confirmation of any amendment to the underlying franchise, facility, or JV agreement since the last cycle that would require the agreed procedures to be updated
Change-of-control notice or confirmation where either the entity being checked or a relying party has changed ownership or management since the previous cycle
| Phase | Triggered By | PNPC CA Guidance | Risk If Ignored |
|---|---|---|---|
| Request received | Franchisor, bank, JV partner, buyer, or regulator asks for specific figures to be checked | Establish precisely what factual question is being asked and whether every future relying party is already identified — do not assume the direct client is the only reader of the eventual report | Scoping only for the direct client, then discovering a second relying party later, forces a restart of the procedures-agreement step |
| Procedures drafting and agreement | PNPC and all relying parties agree the exact wording of each procedure | Word each procedure as a mechanical, unambiguous instruction with no room for interpretation — vague procedures produce disputed findings | Ambiguous procedures lead to a report the engaging party argues does not actually answer their question |
| Evidence gathering | Fieldwork begins against the agreed procedures list | Request only what each specific procedure requires; do not expand into broader audit-style evidence gathering, which changes the nature of the engagement | Scope creep into audit-style testing blurs the AUP/audit line and can mislead readers about the level of assurance actually provided |
| Exception surfacing | A procedure produces an unexpected or ambiguous result | Report the exception as a specific finding and refer back to the engaging party rather than exercising judgement to resolve it — that judgement belongs to the reader, not the practitioner, under ISRS 4400 | Unilaterally resolving an exception turns a factual-findings report into something resembling a review opinion it was never scoped or priced to be |
| Reporting | Fieldwork complete | Draft the report strictly in ISRS 4400 format — procedures and factual results only, explicit 'no assurance is expressed' statement, and the restriction on use naming every relying party | Assurance-sounding language creeping into the report exposes the practitioner to a claim of implied assurance that was never intended |
| Issuance and reliance | Report delivered to every named relying party | Confirm each relying party received the report in the agreed format before considering the engagement closed | A relying party who did not receive the report directly may later dispute whether they were entitled to rely on it |
| Recurring need | The same type of check recurs — an annual royalty verification, a quarterly covenant check | Set up a standing engagement with the same agreed procedures reused (updated only where the underlying agreement or formula changes) so each cycle does not require re-negotiating procedures from scratch | Re-scoping procedures from zero each cycle wastes time and risks inconsistent wording between periods, inviting a challenge on comparability |
| Underlying agreement amended | The franchise agreement, facility letter, or JV agreement is renegotiated and the calculation formula changes | Update the agreed procedures to match the amended clause before the next AUP cycle, and have every relying party re-confirm the revised wording | Applying stale procedures to a formula that has since changed produces a factually correct but practically meaningless report |
| New relying party requests reliance after issuance | A party who was not named in the original restriction on use asks to rely on an already-issued report | Explain that reliance is restricted to parties who agreed the procedures in advance under ISRS 4400, and scope a fresh (or extended) engagement with that party's formal agreement if they need to rely on the findings | Allowing an un-agreed party to rely on the report informally undermines the restriction on use and exposes PNPC and the client to a claim of reliance never intended |
| Underlying commercial relationship terminates or is renegotiated mid-cycle | The franchise, facility, or JV relationship the AUP supports ends or is restructured between agreed cycles | Formally close out the standing engagement and confirm with the client whether a final AUP cycle is needed to true-up figures before the relationship ends, rather than letting the standing arrangement lapse silently | An unclosed standing engagement can leave ambiguity about whether a final-period figure was ever independently confirmed, which matters if a dispute follows the relationship's end |
Agreeing procedures worded as open-ended instructions ('review turnover for reasonableness') rather than mechanical, unambiguous steps — this quietly turns an AUP engagement into something closer to a review without anyone deciding that on purpose
Identifying only the direct client as the relying party and failing to establish, at scoping stage, whether a franchisor, bank, or JV partner will also want to rely on the report — discovered late, this forces a restart of the procedures-agreement step
Assuming an AUP report can later be upgraded into an audit or review opinion without a fresh engagement — the two engagement types require separate scoping, terms, and often separate evidence gathering
Treating AUP as a cheaper substitute for a required statutory audit — an AUP report expresses no opinion and cannot satisfy a mainland or free zone licence renewal audit requirement
Expanding evidence requests beyond what each specific agreed procedure requires, drifting toward audit-style testing that was never scoped or priced into the engagement
Resolving an unexpected or ambiguous result during fieldwork through the practitioner's own judgement rather than reporting it as a distinct exception and referring it back to the engaging party, as ISRS 4400 requires
Applying a vague or undocumented sampling basis to a procedure, leaving the result open to later challenge about whether the test was representative
Not cross-checking a reported turnover or revenue figure against the entity's own VAT filings on EmaraTax where the procedure concerns turnover, missing an easily surfaced consistency check
Allowing assurance-sounding language ('we are satisfied that', 'in our opinion') to creep into a factual findings report, which contradicts the explicit no-assurance statement ISRS 4400 requires and can mislead the reader about what was actually provided
Distributing the AUP report to a party who did not formally agree the procedures in advance, undermining the restriction on use and exposing both practitioner and client to a claim of unintended reliance
Presenting an AUP factual findings report as though it were an audit opinion when approaching a new bank, investor, or regulator who was not one of the original agreeing parties
Letting a standing recurring AUP arrangement continue on stale procedures after the underlying franchise, facility, or JV agreement has been renegotiated, producing a technically executed but practically meaningless report
What exactly is an Agreed-Upon Procedures (AUP) engagement?
It is an engagement where PNPC performs a specific, precisely defined set of procedures agreed in advance with the party (or parties) commissioning the work, and reports only the factual results — with no opinion, no conclusion, and no assurance expressed. It is governed by International Standard on Related Services (ISRS) 4400 (Revised). The reader of the report draws their own conclusions from the stated facts.
How is AUP different from a Special Purpose Audit?
A Special Purpose Audit (under ISA 800/805) still results in an opinion — reasonable assurance that a defined element or set of accounts is fairly stated against an agreed framework. An AUP engagement expresses no opinion at all; it simply reports factual findings against specifically agreed procedures. AUP is faster and cheaper because there is no professional judgement to exercise in reaching a conclusion — but it also gives the reader less than an audit opinion would.
Who typically commissions AUP engagements in the UAE?
Franchisors and licensors verifying franchisee turnover for royalty calculations, banks confirming a specific covenant ratio, joint-venture partners checking a cost-share or profit-share calculation, buyers in smaller transactions wanting a targeted check rather than full due diligence, and occasionally regulators or grant-giving bodies with a narrowly defined verification requirement.
What auditing standard governs an AUP engagement?
International Standard on Related Services (ISRS) 4400 (Revised), 'Agreed-Upon Procedures Engagements', issued by the International Auditing and Assurance Standards Board (IAASB). It sets out the practitioner's responsibilities for agreeing procedures with the engaging party, performing them, and reporting factual results without expressing assurance.
Why would a bank ask for AUP instead of a full audit?
Where a bank only needs one specific fact confirmed — a covenant ratio, a drawing-power calculation, a specific balance — a full audit opinion on the entire set of financial statements is disproportionate in cost and time. An AUP engagement lets the bank get exactly the confirmation it needs, faster and at lower cost, while the annual statutory audit (if required separately) continues to cover the complete financial statements.
Does an AUP report carry any legal or contractual weight?
Yes, within its defined scope — because it reports independently verified factual results against agreed procedures, it can support a royalty payment calculation, a covenant compliance certificate, or a cost allocation between JV partners as documentary evidence of what was checked and found. It does not carry the weight of an audit opinion, and it should not be presented as though it does.
How long does an AUP engagement typically take?
A straightforward, single-procedure AUP engagement — for example, recalculating a royalty base against a clear franchise agreement formula — can often be completed within one to two weeks once procedures are agreed and evidence is provided. More complex engagements involving multiple procedures across several accounts or entities take longer.
Can PNPC design the specific procedures, or does the client need to specify them?
PNPC typically drafts the procedures based on the underlying agreement or formula (the franchise clause, the covenant wording, the JV cost-share mechanism), then circulates the draft for the engaging party — and any other relying party — to review and formally agree before fieldwork begins. Precision in the wording is the single most important factor in the engagement's usefulness.
What happens if a procedure produces an unexpected result during fieldwork?
PNPC reports it as a specific, factual exception rather than resolving it through professional judgement — for example, if a recalculation cannot be performed because a required document does not exist, that is reported as a finding in its own right, and the engaging party decides how to proceed, rather than the practitioner deciding on their behalf.
Who can rely on an AUP report?
Only the parties who formally agreed the procedures before fieldwork began, and who are explicitly named in the restriction on use. Under ISRS 4400 (Revised), a party who did not agree the procedures in advance is not entitled to rely on the results, even if they later see the report.
Can an AUP report be turned into a full audit later if more assurance is needed?
Not directly — an AUP engagement and an audit are separate engagement types requiring separate scoping and terms. However, the evidence gathered during an AUP engagement (ledgers reviewed, confirmations obtained) can often be reused efficiently if the client subsequently commissions a broader audit or review on the same subject matter.
Is AUP relevant to UAE Corporate Tax matters?
AUP procedures are not a Corporate Tax filing requirement, but they are sometimes used to verify specific figures — a royalty base, an intercompany cost allocation — that feed into a related party's or franchisee's taxable income calculation under Federal Decree-Law No. 47 of 2022 (9% on taxable income above AED 375,000, effective for financial years starting on or after 1 June 2023). Where the underlying figures matter for tax positions, we flag this to the client's tax advisor.
Does VAT registration status matter for a turnover-verification AUP?
Where the procedure involves verifying reported turnover, we routinely cross-check the figure against the entity's VAT return filings on EmaraTax as one of the agreed procedures, since a material mismatch between reported turnover and VAT-declared revenue is a fact worth surfacing to a franchisor or lender relying on the figure.
How is an AUP engagement priced compared to a full audit or special purpose audit?
AUP engagements are typically priced lower than a comparable special purpose audit or statutory audit, because the procedures are narrower and the practitioner is not exercising the broader professional judgement needed to reach an opinion. PNPC agrees a fixed fee once the specific procedures are finalised, since the fee depends directly on how many procedures are agreed and how much evidence-tracing each one requires.
Can PNPC run a recurring AUP engagement — for example, an annual franchise royalty check?
Yes — this is one of the most common recurring AUP structures we run. Once the procedures are agreed for the first cycle, subsequent cycles reuse the same wording (updated only if the underlying franchise agreement or formula changes), which meaningfully speeds up each subsequent engagement.
What is the biggest risk of a poorly scoped AUP engagement?
Vague or loosely worded procedures that leave room for interpretation — because an AUP report's entire value rests on the procedures being mechanical and unambiguous, a poorly worded procedure produces a report that different readers interpret differently, defeating the purpose of the engagement.
Does PNPC need to be independent of the entity being checked to perform an AUP engagement?
Independence requirements for AUP engagements under ISRS 4400 are less stringent than for an audit, since no assurance is being expressed — but PNPC still assesses and discloses any relevant relationship with the entity or the engaging parties, because a perceived conflict can undermine the credibility of even a purely factual report.
Can an AUP engagement be used to check compliance with a joint-venture profit-share formula?
Yes — this is a common and well-suited use of AUP: the JV agreement's profit-share or cost-allocation formula is translated into specific, mechanical procedures (recalculate the allocation per clause X, trace specified costs to invoices, confirm intercompany transfers against bank statements), and PNPC reports the factual results to both JV partners.
What if the franchisor or bank wants to change the procedures after fieldwork has started?
We pause and formally document the change as an amendment to the agreed procedures, obtaining renewed sign-off from every relying party before continuing — an AUP engagement's report is only as reliable as the discipline around what was actually agreed, so mid-engagement changes are never applied informally.
Is an AUP report acceptable to DIFC Courts or ADGM Courts if a dispute arises later?
An AUP factual findings report can be submitted as documentary evidence of what was checked and found, provided it was properly scoped and evidenced — but because it expresses no assurance conclusion, its evidentiary weight in a dispute differs from an audit opinion, and counsel should be consulted on whether additional expert evidence is needed for litigation purposes.
Does PNPC handle cross-border AUP engagements — for example, verifying figures for an India-based franchisor with UAE franchisees?
Yes — PNPC operates from Chennai, Bangalore, Hyderabad, and Dubai, and regularly runs AUP engagements where the engaging party (a franchisor, licensor, or JV partner) is based in India and the entity being checked operates in the UAE, coordinating a single procedures list and report that both sides recognise.
What deliverable does PNPC provide at the end of an AUP engagement?
A factual findings report listing each agreed procedure and its specific result, the mandatory statement that no assurance is expressed, and the restriction on use naming every party entitled to rely on the report — plus the underlying working papers retained per professional record-retention standards.
Can AUP be used to verify percentage-rent turnover for a landlord or facility owner?
Yes — this is one of the recurring uses of AUP in the UAE, particularly for retail, F&B, and serviced-office tenants whose lease includes a percentage-rent or turnover-linked service charge clause. PNPC recalculates the tenant's reported turnover against the specific lease formula and confirms the result, without expressing any broader opinion on the tenant's overall financial position.
What is the difference between an AUP turnover verification and a Sales/Turnover Certificate?
A Sales/Turnover Certificate is typically a short-form certification of a stated turnover figure for a specific purpose (a tender requirement, a bank submission, a regulatory filing), often based on a defined but lighter-touch review of the underlying records. An AUP engagement is procedure-specific and can be scoped more narrowly or more deeply depending on what the recipient — a franchisor, landlord, or lender — actually needs recalculated and confirmed, and it always carries the explicit ISRS 4400 no-assurance statement and restriction on use, which a turnover certificate may not.
Can a single AUP engagement cover procedures for more than one relying party with different questions?
Yes, provided each relying party's specific procedures are separately identified, worded, and agreed within the same engagement letter — for example, a JV cost-share AUP might include one set of procedures each partner specifically wants checked. PNPC keeps each party's agreed procedures distinct in the report so it is clear which findings each relying party formally agreed to and is entitled to rely on.
Is an AUP report a one-time deliverable, or does it need to be renewed?
An AUP report is a snapshot against the specific procedures and period agreed — it is not automatically renewed. Where the underlying need is recurring (an annual royalty verification, a quarterly covenant check), a new AUP cycle is run each time, though PNPC structures these as a standing engagement so procedures are reused rather than re-negotiated from scratch each time.
What happens if the entity being checked — rather than the engaging party — refuses to cooperate with an agreed procedure?
PNPC reports this as a specific factual finding — for example, that a required document could not be obtained or a specific procedure could not be performed because the entity did not provide access — rather than silently omitting the procedure from the report. The engaging party then decides how to proceed, including whether to escalate with the entity directly.
Can AUP be used to satisfy a private equity SPA closing condition or an earn-out calculation?
Yes — where the SPA or term sheet specifies a precise metric (net working capital at completion, a minimum cash balance, confirmation that no undisclosed liability above an agreed threshold exists), AUP procedures can be worded to mechanically recalculate and confirm that metric, giving both buyer and seller an independently verified figure to release funds against or calculate an earn-out payment.
Which professional standard governs how a UAE Chartered Accountant performs an AUP engagement, beyond ISRS 4400 itself?
Beyond ISRS 4400 (Revised) itself, PNPC applies the IESBA Code of Ethics for Professional Accountants for matters of integrity, objectivity, and professional competence, and its own internal quality control procedures for engagement acceptance, procedures drafting review, and second-partner sign-off before any AUP report is issued.
Is there a minimum engagement size below which AUP is not worth commissioning?
There is no fixed minimum — the right test is whether the cost of scoping and running even a narrow, single-procedure AUP engagement is proportionate to the value or risk of the underlying decision (a royalty payment, a covenant confirmation, a cost-share reconciliation). For very small, low-stakes figures, the parties sometimes agree to rely on management's own confirmation instead, without commissioning independent procedures.
Can PNPC perform AUP procedures spanning more than one financial year in a single engagement?
Yes — where the underlying question requires it, for example confirming a covenant ratio across the last two reporting periods for trend purposes, or checking a JV cost allocation across a multi-year dispute period, the agreed procedures are simply scoped to cover each relevant period, with results reported separately by period so no year's findings are blended with another's.
Does an AUP engagement require involvement of the client's existing statutory auditor?
Not as a general rule — PNPC can perform an AUP engagement independently of who holds the client's statutory audit appointment, since AUP is a separate engagement type under a different standard. Where PNPC is also the client's statutory auditor, we assess whether performing both engagements creates any independence or self-review concern for the specific procedures involved, and disclose this to all relying parties if relevant.
How does an AUP factual findings report differ from a bank's own 'accountant's report' request?
Some UAE banks use the term 'accountant's report' loosely to mean various things — sometimes a short-form certificate, sometimes a set of agreed-upon procedures, sometimes a limited review. PNPC always confirms with the bank exactly what standard and format they expect before drafting anything, because assuming an AUP engagement is wanted when the bank actually expects a review-style conclusion (or vice versa) produces a deliverable the bank will reject.
Can the AUP factual findings report be issued in Arabic as well as English for a UAE authority or party?
Yes — where a relying party specifically requires an Arabic version (for example, for submission to a UAE government body), PNPC can issue the report bilingually or provide a certified Arabic translation, provided this is agreed at the scoping stage since it affects timeline and cost.
Does PNPC perform physical site visits or stock counts as part of an AUP engagement?
Yes, where the specific agreed procedure calls for it — for example, confirming stock quantities at a specific date as part of an insurance-claim AUP, or observing a specific process as one of several agreed procedures. The site visit itself is treated as one mechanical procedure among the agreed set, with the observed result reported factually, exactly like every other procedure.
Can the engaging party keep the agreed procedures confidential from the entity being checked?
Generally no in the classic AUP structure, because the entity being checked typically needs to know exactly what will be tested in order to provide the required access and records — and ISRS 4400 contemplates the procedures being performed with the cooperation of the party holding the underlying information. Where confidentiality from the entity is genuinely required, that points toward a different engagement type, such as an investigative or forensic engagement, rather than AUP.
Does AUP always require 100% testing, or can sampling be used within the agreed procedures?
Sampling can be part of an agreed procedure, provided the sampling basis itself is precisely specified in advance — for example, 'select and trace every invoice above AED X, plus a sample of 20 invoices below that threshold selected on a specified basis'. What ISRS 4400 requires is precision in what was tested and how, not that every procedure must cover 100% of a population.
Can an AUP engagement cover non-financial or ESG-related metrics rather than purely financial figures?
Yes, in principle — ISRS 4400 is not limited to financial subject matter, so procedures can be worded to confirm specific non-financial facts (a headcount figure, a specified operational metric, a defined sustainability data point) where the engaging party needs that fact independently verified. In practice, most UAE AUP demand remains financial (turnover, covenant ratios, cost allocations), but the standard itself does not restrict the subject matter.
Does a change of ownership or management at the entity being checked affect a standing recurring AUP arrangement?
It can — a new owner or management team may not be bound by procedures agreed by their predecessor, and the underlying agreement or formula being tested (a franchise clause, a covenant, a JV formula) may itself change on a change of control. PNPC treats a change of ownership or management as a trigger to re-confirm the agreed procedures with the new relying parties before continuing a standing engagement, rather than assuming continuity automatically.
Can an AUP report be used to support a UAE Golden Visa or investor-visa financial substantiation requirement?
This depends entirely on what GDRFA/ICP or the relevant visa category specifically requires as evidence — some financial substantiation requirements call for audited financial statements, a net worth certificate, or a bank statement rather than an AUP factual findings report, since AUP's restriction on use and lack of an assurance opinion may not match what the visa process is designed to accept. PNPC confirms the specific documentary requirement with the client before assuming AUP is the right format.
If the same underlying figure needs both an AUP confirmation and a separate Sales/Turnover Certificate, can PNPC combine these into one engagement?
PNPC can perform the underlying verification work once and issue two separate, correctly formatted deliverables — an ISRS 4400 factual findings report for the party that specifically requires AUP, and a Sales/Turnover Certificate for a different recipient with a different documentary requirement — provided each output correctly reflects its own standard and is not blended into a single hybrid document that misrepresents either format.
What is the main cost driver for an AUP engagement — the number of procedures, or the number of periods covered?
Both, but independently — each additional agreed procedure typically adds its own evidence-tracing work, and each additional period covered (a two-year covenant trend versus a single-year check) effectively multiplies the fieldwork for whichever procedures apply across those periods. We price the two dimensions separately rather than assuming a flat per-engagement fee.
Does the type of entity — mainland LLC, free zone company, or offshore vehicle — change how quickly an AUP engagement can be completed?
Not materially for the core procedures, since AUP evidence is drawn from the entity's own ledgers, bank records, and agreements regardless of licence type. The main variable is how quickly the underlying documents (the franchise agreement, the facility letter, board records) can be produced, which can be slower for an offshore holding vehicle relying on a registered agent for document custody.
How does a UAE AUP engagement compare to a 'special purpose certificate' an Indian Chartered Accountant might issue under Indian standards?
The concept is closely related — both involve an accountant reporting on specific, agreed facts rather than a full opinion — but the governing standard and terminology differ: UAE AUP work follows ISRS 4400 (Revised) issued by the IAASB, while a comparable Indian engagement typically follows the Institute of Chartered Accountants of India's own Standards on Related Services. For an India-UAE group needing consistent reporting on both sides, PNPC aligns the substance of the procedures even though the two reports cite different governing standards.
What happens to a standing AUP arrangement if the underlying franchise or JV agreement is terminated?
PNPC formally closes out the standing engagement rather than letting it lapse silently, and discusses with the client whether a final AUP cycle is needed to true-up figures for the terminated relationship's last period — this is particularly relevant where a royalty, cost-share, or exit-payment calculation depends on an accurately confirmed final-period figure.
Can AUP procedures be agreed where there is no formal written franchise, JV, or facility agreement — only an informal understanding?
This is workable but riskier, since ISRS 4400 procedures need to be tied to a defined, agreed basis, and an informal or undocumented understanding gives less precision to word the procedures against. We recommend formalising the underlying arrangement in writing first wherever possible, since a well-drafted procedure cannot compensate for an ambiguous or undocumented underlying formula.
Does PNPC perform AUP engagements to verify a local service agent's or local sponsor's compensation calculation?
Yes — where a mainland company's arrangement with a local service agent or (historically) a local sponsor includes a fee formula tied to turnover, profit, or a specific metric, this can be scoped as an AUP engagement recalculating the agreed compensation against the underlying agreement, in the same way as a franchise royalty or JV cost-share check.
For an insurance business-interruption AUP, does PNPC confirm the loss calculation itself, or only the underlying inputs?
This depends entirely on what the insurer and the client's broker have agreed the procedures should cover — some engagements are scoped narrowly to confirm specific factual inputs (verified expenditure, stock quantities at the loss date), while others extend to mechanically recalculating the business-interruption formula itself, provided that formula is precisely defined in the policy wording or the loss adjuster's methodology.
If a JV cost-share involves costs incurred in more than one currency, how does PNPC handle the AUP procedures?
We confirm the JV agreement's own currency and translation basis for the cost-share calculation, and word the procedures to recalculate using that specific basis (a fixed rate, a period-average rate, or actual transaction-date rates), rather than applying a rate convention of our own choosing.
What happens if a relying party discovers an error in an already-issued AUP report?
PNPC investigates the specific procedure affected, and if an error is confirmed, issues a corrected report together with a covering note explicitly superseding the earlier version, addressed to every party who received the original — the same controlled reissue discipline applied to any other assurance-adjacent deliverable.
Is an AUP factual findings report confidential, or can it be shared beyond the named relying parties?
It is restricted to the named relying parties by design, and PNPC advises against onward distribution beyond them — sharing it with a competitor, an unrelated counterparty, or the public would extend reliance beyond what was agreed and could expose the client to a claim that the figures were relied upon in a context never intended.
Does PNPC need a specific UAE regulatory registration to perform AUP engagements, beyond its general audit licensing?
PNPC's UAE-licensed audit registration (with the Ministry of Economy and the relevant emirate authority) covers assurance and related-services engagements generally, including AUP work under ISRS 4400 — there is no separate, additional UAE licence specific to AUP engagements as a distinct category.
How is an AUP factual findings report different from the management letter or observations a statutory auditor issues alongside an annual audit?
A management letter accompanying a statutory audit reports control weaknesses or observations the auditor noticed during the annual audit as a by-product of that broader opinion-forming work. An AUP report is a standalone engagement built entirely around specific, pre-agreed procedures with no broader audit opinion attached — the two serve different purposes and are not interchangeable, even though both can surface similar underlying facts.
Can a DIFC- or ADGM-regulated entity use an AUP engagement to support a regulatory submission to the DFSA or FSRA?
This depends entirely on what the DFSA or FSRA rulebook specifically requires for the submission in question — some regulatory filings call for audited or reviewed figures rather than a restricted, no-assurance AUP report, so PNPC confirms the exact regulatory requirement with the client (and, where needed, the client's DIFC/ADGM legal counsel) before assuming AUP is the correct format.
If a figure needs to be reported in both AED and a foreign currency for different relying parties, does PNPC issue one report or two?
Typically one report presenting both figures with the translation basis disclosed, provided all relying parties are comfortable with a single bilingual-currency document — where relying parties have materially different format requirements, we issue separate reports rather than forcing an awkward combined format that satisfies neither fully.
Can AUP be used to support a RERA escrow account reconciliation for a real estate developer, rather than a full audit?
This depends on what RERA and the escrow account rules specifically require for the developer's project — escrow reconciliation for RERA-regulated developments in Dubai typically calls for defined audit or certification procedures under the applicable escrow law and RERA circulars, and PNPC confirms the exact requirement before determining whether an AUP-style engagement or a different assurance format is the compliant route.
What if the franchise agreement's royalty clause is ambiguous or was poorly drafted, making it hard to word a precise procedure?
We flag the ambiguity to the engaging party and, where possible, the relying parties, before drafting the procedure, since ISRS 4400 requires precision that a badly worded contractual clause cannot supply on its own — sometimes this means the parties need to agree an interpretation of the clause in writing before PNPC can word a workable procedure around it.
Does an AUP factual findings report ever include recommendations for improvement, the way an internal audit report might?
No — an AUP report is limited strictly to the procedures performed and their factual results, with no recommendations, opinions, or improvement suggestions, since adding those would introduce exactly the kind of professional judgement ISRS 4400 is designed to exclude from this engagement type.
What professional liability protections apply to work PNPC performs under an AUP engagement?
PNPC carries professional indemnity insurance covering its assurance and related-services engagements, including AUP work, and the engagement letter's restriction on use is itself a risk-management mechanism limiting reliance to the specifically named parties who agreed the procedures — which is precisely why identifying every relying party correctly at scoping matters as much for risk management as for the report's usefulness.
PNPC Global vs. typical UAE AUP providers
| Factor | PNPC Global | Typical Small Local Firm | Big-4/Large International Firm |
|---|---|---|---|
| Procedures drafting discipline | Every procedure worded as a mechanical, unambiguous instruction before fieldwork starts, reviewed line-by-line with the client | Often drafted loosely, closer to review-style language | Rigorous drafting, but high minimum fees regardless of engagement size |
| Multi-party sign-off | Formally obtains agreement from every relying party (not just the direct client) before fieldwork, per ISRS 4400 (Revised) | Sometimes skipped, assuming the direct client's sign-off is sufficient | Generally rigorous, but slower turnaround for smaller mandates |
| Exception handling | Flags and refers exceptions back to the engaging party rather than resolving them unilaterally | Risk of quietly exercising judgement, blurring the AUP/review line | Rigorous, but with high minimum fees regardless of engagement size |
| Franchise/royalty sector experience | Regular franchise royalty and licence-fee verification engagements across UAE sectors | Variable, often limited exposure to this engagement type | Available but priced for large, brand-name franchise networks |
| Cross-border India-UAE capability | Single firm handles both jurisdictions for franchisors, licensors, and JV partners spanning both markets | Rarely available | Available but typically at a much higher fee structure |
| Turnaround for recurring cycles | Faster on repeat engagements once procedures are established and reused | Similar effort each cycle without process memory | Can be slower due to internal review layers for lower-fee engagements |
| Cost structure for SME/franchise clients | Fixed fee scoped to the actual procedures agreed, transparent and proportionate | Can be inconsistent or bundled with unrelated services | Often cost-prohibitive for a narrowly scoped, single-procedure engagement |
| Continuity | Sets up a standing engagement calendar for recurring royalty, covenant, or JV checks | Treats each cycle as a fresh engagement, no process memory | Available, but continuity support typically a separate paid engagement |
| Turnaround for urgent, transaction-linked requests | Prioritises procedures drafting and fieldwork scheduling around SPA/closing timelines where an AUP confirmation sits on a deal's critical path | May not have capacity to prioritise a time-sensitive request over other client work | Capable, but internal scheduling and review layers can slow response for a single narrowly scoped request |
| Evidentiary and documentation discipline for potential dispute reliance | Working papers indexed procedure-by-procedure specifically so findings can be traced and defended if a report is later relied on in a dispute | Documentation discipline varies; often not built with later dispute reliance in mind | Rigorous, though the documentation approach is not typically tailored to a specific franchise, JV, or covenant dispute scenario |
| Sector-specific procedure experience (franchise, banking covenant, JV, insurance) | Recurring exposure to franchise royalty, banking covenant, JV cost-share, and insurance-claim AUP procedures across UAE sectors | Exposure typically limited to whichever engagement types a smaller practice happens to have handled before | Available, though sector specialists may sit in a different team from the AUP engagement team, adding coordination overhead |
PNPC Global positions AUP engagements as a precision tool, not a lighter-touch audit substitute — the value lies entirely in procedures being worded exactly right and every relying party being properly consulted before fieldwork starts.
- 01
Initial scoping call to confirm the exact factual question and identify every party who will rely on the final report
- 02
Drafting of precisely worded, mechanical agreed-upon procedures tied to the underlying agreement or formula (franchise clause, covenant wording, JV cost-share mechanism)
- 03
Formal sign-off process with every relying party on the exact procedures wording before fieldwork begins, per ISRS 4400 (Revised)
- 04
Targeted evidence request list matched item-for-item to each agreed procedure — no broader audit-style document requests
- 05
Cross-check of reported turnover or revenue figures against EmaraTax VAT filings where relevant to the procedures
- 06
Disciplined exception handling — flagged and referred back to the engaging party rather than resolved unilaterally
- 07
ISRS 4400-compliant factual findings report with the mandatory no-assurance statement and restriction on use
- 08
Second-partner review specifically checking for assurance-sounding language that should not appear in an AUP report
- 09
Report formatted and addressed to every named relying party's requirements
- 10
Support for recurring AUP cycles (annual royalty checks, quarterly covenant checks) with faster turnaround once procedures are established
- 11
Cross-border coordination for India-UAE franchisors, licensors, and joint-venture partners through a single advisory relationship
- 12
Working papers retained and indexed procedure-by-procedure for post-issuance queries
- 13
Amendment protocol for updating agreed procedures when the underlying franchise, facility, or JV agreement is renegotiated
- 14
Bilingual or certified Arabic-translated reporting where a relying party requires it
- 15
Multi-currency confirmation with disclosed translation basis where a JV or franchisor relying party needs figures in more than one currency
- 16
Change-of-control checkpoint built into every standing engagement, re-confirming procedures with new ownership or management before reuse
- 17
Controlled reissue protocol for any post-issuance correction, with a superseded-document notice sent to every original recipient
- 18
Confirmation of the correct engagement type (AUP versus certificate, review, or audit) before scoping, so the deliverable matches what the specific bank, regulator, or authority actually requires
- 19
Professional indemnity-backed engagement discipline, with the restriction-on-use clause applied consistently to keep reliance limited to the agreed parties
Talk to PNPC Global before your next royalty statement, covenant certificate, or JV cost-share reconciliation is due — we scope the procedures precisely so the report answers exactly the question your franchisor, bank, or partner is asking.
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