Terms of Reference for Consultancy Services for Due Diligence for the REACT 2.0 Catalyzing Climate-resilient Energy Access and Inclusive Finance for Agricultural Transformation in Ethiopia

 1. The AECF

The AECF, LLC (Africa Enterprise Challenge Fund) is a leading non-profit development organisation that supports innovative enterprises in the agribusiness and renewable energy sectors with the aim of reducing rural poverty, promoting climate-resilient communities, and creating jobs.

We catalyse the private sector by surfacing and commercializing new ideas, business models, and technologies designed to increase agricultural productivity, improve farmers’ incomes, expand access to clean energy, reduce greenhouse gas emissions, and improve resilience to the effects of climate change. We finance high-risk businesses that struggle to access commercial funding; we are committed to working in frontier markets, fragile contexts, and high-risk economies where few mainstream financing institutions dare to go.  

2. Overview of the Programme

REACT 2.0 Catalysing Climate-resilient Energy Access and Inclusive Finance for Agricultural Transformation Programme aims to contribute to sustainable socio-economic development and improved climate resilience for underserved markets in Ethiopia by catalyzing the private sector to improve agricultural productivity, food security, and household energy access. The facility complements Ethiopia’s National Electrification Program (NEP 2.0) and National Sustainable Energy Development Strategy (2024–2030), which emphasize the role of decentralized renewable solutions in achieving universal access and climate resilience.

Specifically, the programme seeks to:

• Accelerate the adoption of productive use of energy (PUE) solutions in agriculture by supporting the deployment of solar-powered agricultural technologies (e.g., irrigation, milling, cold storage, drying) that enhance value addition, reduce post-harvest losses, and promote food system resilience—particularly among smallholder producers and agri-enterprises.
• Improve energy access for households and communities by expanding decentralized solar solutions.
• Strengthen investment readiness and facilitate fundraising of local early-stage and growth enterprises to attract private investment through technical assistance, transaction advisory support, and matchmaking services.

The programme will provide catalytic capital and technical assistance to competitively selected early-stage and growing PUE and climate innovation companies, using grants and Results-Based Payments (RBPs), depending on the state of market development.

3. The Assignment

3.1 Objectives

The objective of this assignment is to provide support in the evaluation and comprehensive due diligence on shortlisted applicants. This will cover key thematic areas, including business, technical, legal, and environmental and social aspects, to support the preparation of investment memos that inform final selection and grant award decisions. Specifically, the assignment seeks to:

• Assess the commercial viability, scalability, and sustainability of applicants’ business models, including market positioning, customer base, competitive advantage, and organisational capacity.
• Evaluate the technical feasibility and design soundness of the proposed projects, ensuring technology choices, implementation approaches, and operations plans meet industry and regulatory standards, and identifying technical risks and mitigation measures.
• Verify legal compliance and institutional integrity by reviewing corporate documents, ownership structures, statutory licenses, permits, and contracts, and identifying any legal risks or encumbrances that may affect project implementation or grant contracting.
• Assess environmental and social risks and impacts in line with IFC Performance Standards, KfW guidelines, exclusion lists, ILO conventions, and national regulations, and evaluate applicants’ capacity to manage E&S risks and implement required mitigation measures.
• Integrate due diligence findings into clear recommendations through comprehensive reports and investment memos that outline eligibility, risk profile, readiness for funding, and proposed conditions for grant agreements.

3.2. Scope of Work

The Consultant will conduct Business, Financial, Technical, Legal, and E&S Due Diligence assessments for at least 15 shortlisted applicants. The assessment areas are outlined below.

3.2.1 Business Due Diligence

• Assess the viability, scalability, and sustainability of the business model.
• Evaluate market demand, competitive positioning, pricing, and revenue streams.
• Review organizational structure, management capacity and governance.
• Analyze customer acquisition strategy, distribution channels and operational readiness.

3.2.2 Technical Due Diligence

• Assess the technical feasibility and suitability of proposed technologies (stand-alone solar systems, PUE solutions).
• Review system design, installation plans, equipment specifications, and supply chain arrangements
• Verify equipment quality, operational procedures, technical reliability, and compliance with relevant standards.
• Assess implementation capacity, operations, maintenance, and long-term sustainability.
• Identify technical risks and mitigation measures.

3.2.3 Financial Due Diligence

• Review historical financial statements to assess liquidity, profitability, solvency, and operational efficiency.
• Evaluate the applicant’s financial model, including assumptions, projections, sensitivity tests, and reliability of inputs.
• Analyze capital structure, current and projected cash flows, working capital needs, and funding adequacy.
• Assess financial risks, sustainability of projected performance, and alignment with proposed REACT 2.0 Ethiopia financing.
• Determine whether the project is financially viable and whether the request is justified.

3.2.4 Legal Due Diligence

• Verify the legal status, incorporation, and ownership structures.
• Review statutory licenses, permits, exclusivity agreements, and compliance.
• Assess supplier, customer, and partnership contracts for enforceability and associated risks.
• Identify legal disputes, encumbrances, or issues that may affect project implementation.

3.2.5 Environmental and Social Compliance

• Conducted in line with IFC Performance, AECF E&S Policy, and Ethiopian national legislation, covering
• Project categorization and justification.
• Compliance with national laws, IFC standards, EHS guidelines, and exclusion lists.
• Climate risk screening and gender integration opportunities.
• Review of ESIA/ESMP documentation and mitigation adequacy.
• Environmental and social impact and risk assessment, including labour, OHS, GBV/SEA, community risks, waste, biodiversity, and land use.
• Review of E&S management systems and institutional capacity.
• Preparation of an ESAP with corrective actions and timelines.

4.      Approach and Methodology

The consultant will apply a structured approach that combines desk review, financial analysis, field verification, and consolidated reporting, including, but not limited to, the following.

4.1. Desktop review

• Review applicant submissions, including business plans, financial models, historical financial statements, legal documents, technical designs, E&S materials, and prior performance records.
• Conduct a preliminary financial assessment of historical performance, forecast assumptions, revenue models, cost structure, and capital requirements.
• Assess alignment with REACT 2.0 Ethiopia funding requirements, sector norms, donor safeguards, and regulatory frameworks.
• Identify information gaps and risks requiring on-site verification.

4.2 Financial Model Review and Analysis

• Assess the robustness, accuracy, and consistency of each applicant’s financial model.
• Evaluate key assumptions, unit economics, sensitivity analyses, and financial sustainability.
• Review liquidity, profitability, leverage, cash flow projections, and funding adequacy.
• Identify financial risks and determine the viability of the proposed financing structure.

4.3 Site Visits, Interviews and Verification

• Conduct field visits to verify operational capacity, infrastructure, and readiness.
• Engage management, staff, and stakeholders to validate assumptions used in financial models and business plans.
• Confirm compliance with technical, operational, and E&S standards where applicable.

5. Deliverables

The consultant will submit the following deliverables:

1. Inception Report

• Methodology, workplan, tools, and interview guides.
• Due within 5 working days of contract signing.

2. Draft Due Diligence Reports (one per applicant)

• Covering Business, Financial, Technical, Legal, and E&S findings.
• Highlight risks, gaps, mitigation measures, and ESAP (where applicable).

3. Final Due Diligence Reports

• Incorporating AECF feedback.
• Submitted in required templates.

4. Investment Memos (one per applicant)

• Concise summaries of key findings, risk ratings, financial viability, and recommendations for the Investment Committee.

5. Environmental and Social Action Plans (ESAPs)

• Clear corrective actions, timelines, and responsible parties for each applicant.

6. Presentation of Findings

• Presentation to AECF REACT Portfolio and Internal Investment Review Committee upon request.

6.   Reporting and Investment Memos

The Consultant will:

1. Prepare detailed due diligence reports consolidating findings across all workstreams, including financial viability and risk ratings
2. Produce concise investment memos using AECF templates, highlighting key risks, mitigation measures, and readiness for award.
3. Identify technical assistance needs for each applicant.

The assignment will be implemented over 40 working days, distributed over the period from February to June 2026. All reports and memos will be prepared in English and submitted using AECF-approved formats.

7.   Consultant Qualifications

The assignment may be undertaken by either a qualified firm or an individual. The consultant (firm or individual team members) must demonstrate the following minimum qualifications:

Core Qualifications

1. At least 7–10 years of experience in investment analysis, due diligence, and transaction advisory within the renewable energy, productive-use energy, mini-grids, SHS, or related sectors.
2. Proven experience conducting Business, Financial, Technical, Legal, and Environmental & Social (E&S) assessments for SMEs or energy-sector projects.
3. Prior work with DFIs, investment firms or similar donor-funded programmes.
4. Demonstrated ability to deliver high-quality, multi-disciplinary due diligence assignments under tight timelines

Required Skills and Expertise

• Investment Analysis / Financial Expertise
  • Strong skills in financial modelling, unit economics, scenario analysis, and assessment of business viability.
  • Experience reviewing historical financial statements, cash flow projections, capital requirements, and funding adequacy.
  • Ability to assess financial risks and recommend suitable financing structures, including grants and blended-finance instruments

5. Technical:
   • Knowledge of DRE technologies (mini-grids, SHS, PUE solutions), system design, equipment standards and sector norms.
   • Familiarity with Solar and PUE standards, or equivalent regulatory frameworks in Ethiopia.
6. Legal Expert
   • Capacity to review licenses, permits, incorporation documents, and commercial contracts.
   • Ability to identify legal risks affecting project viability or compliance.

7. Environmental & Social:
   • Proven experience conducting E&S due diligence aligned with IFC Performance Standards, and national legislation.
   • Ability to assess ESIAs, ESMPs, climate risks, social risks (e.g., labour, OHS, GBV/SEA), and prepare ESAPs.

Additional Advantage

• Experience with early-stage SMEs, climate finance, or blended-finance instruments.

8.  Proposal Submission

Interested firms/ individuals are requested to submit their application, including both technical and financial proposals. The technical proposal should clearly demonstrate the candidate’s skills and experience, methodology, approach, and a detailed work plan. The financial proposal should include a cost breakdown, such as daily fee rate, daily allowances, direct costs/reimbursable expenses, and any applicable taxes.

9.  Guidelines

The consultant will be expected to take responsibility for all the activities identified in the Terms of Reference (ToRs). The Technical and Financial Proposal should contain:

• Registration and other relevant statutory
• Consultant’s interpretation and understanding of the requirements of the ToRs, and indicating any major inconsistency or deficiency in the Terms of Reference and proposed amendments.
• Complete description and elaborate explanation of the proposed methodology and approach.
• Names and qualifications (CVs) of allocated personnel, a description of their respective roles, and any other resources that the consultant will make available to execute the assignment and achieve the objectives.
• Consultants should clearly demonstrate their skills and experience for the assignment. A detailed work plan within the stipulate.d
• Detailed reference list indicating the scope and magnitude of similar
• Letters of reference from 3 previous institutions/programmes.
• The financial proposal should stipulate the consultancy fees and all associated costs for the assignment, expressed in US$ and inclusive of taxes.
• The technical and financial proposals are to be submitted separately as PDFs.

The financial proposal clearly shows the budgeted cost for the work to be conducted by the consulting firm under the scope of the work above.

10. Pricing 

The AECF is obliged by the Kenyan tax authorities to withhold tax on service contract fees and to ensure that VAT is charged where applicable. Applicants are advised to ensure they have a clear understanding of their tax position under the Kenyan tax legislation when developing their proposals.

11. Evaluation Criteria

MANDATORY EVALUATION CRITERIA.

1. a) Mandatory Requirements for firms: –

1. Company profile.
2. Trading license, Certificate of incorporation, Certificate of Registration, and other statutory documents.
3. Tax Registration Certificate / Tax Registration Proof: Documentation proving you are registered with the tax authority in your country.
4. Valid Tax Compliance certificate or its equivalent.
5. Audited Financial Statements for the 2024 Financial Year
6. Copy of National Identity Card (ID), Passport, or any other applicable clear copy of your primary national identification document (For individual consultants). 

N/B: FAILURE TO ATTACH AND ADHERE TO THE ABOVE REQUIREMENTS WILL RESULT IN AUTOMATIC DISQUALIFICATION.

An AECF evaluation committee will assess the proposal. The same standards of confidentiality will bind all members. The vendor should ensure that they fully respond to all criteria to be comprehensively evaluated. The AECF may request and receive clarification from any vendor when evaluating a proposal. The evaluation committee may invite some or all the vendors to appear before the committee to clarify their proposals. In such an event, the evaluation committee may consider such clarifications in evaluating proposals.

In determining the final selection of qualified bidders, the technical quality of the proposals will be weighted at 80% based on the evaluation criteria. Only the financial proposal of those bidders who qualify technically will be opened. The financial proposal will be allocated a weighting of 20%, and the proposals will be ranked by total points scored. The mandatory and desirable criteria against which proposals will be evaluated are identified in the table below. 

The following criteria will be used for the evaluation:

As part of the evaluation process, shortlisted candidates may be required to complete a written exercise to assess their analytical, reporting, and due diligence capabilities.

12. Other Matters

This section outlines additional provisions and compliance requirements applicable to the consultancy services under this assignment. All bidders and contracted consultants are expected to adhere strictly to these conditions.

 Integrity, Ethics, and Sanctions Compliance

• All bidders must act with the highest standards of integrity and professional ethics.
• The consultant shall avoid any fraud, corruption, collusion, coercion, obstruction, money laundering, or sanctionable practice.
• Each bidder must submit a signed Declaration of Undertaking confirming that neither the firm, its affiliates, nor its personnel has engaged in any sanctionable practice and is not listed on any international sanctions list.
• AECF reserves the right to verify all statements and reject any bidder found in breach.
  2. Exclusion List and Environmental & Social (E&S) Compliance
• All due diligence activities must comply with applicable national E&S legislation and relevant international standards, including the IFC Performance Standards.
• Bidders must submit an E&S Compliance Statement confirming adherence to these requirements.
• The ESDD must identify potential conflicts with the exclusion list, assess compliance with national laws, and apply good international industry practice.
  3. Conflict of Interest and Independence
• Bidders must declare any actual or potential conflicts of interest, including financial, professional, or personal relationships with shortlisted applicants or AECF staff.
• All consultants engaged for this assignment shall sign a Conflict of Interest and Confidentiality Declaration before commencing work.
  4. Confidentiality and Data Protection
• All information obtained during this assignment is confidential and must not be disclosed without written authorization from AECF. All consultants engaged for this assignment shall sign a Confidentiality Declaration before commencing work.
• Consultants must comply with data protection and privacy regulations.
• All reports, data, and outputs remain the exclusive property of AECF.
  5. Subcontracting and Key Experts
• Any subcontracting arrangements must be disclosed in the proposal and approved by AECF.
• Key experts may not be replaced without prior written consent; any replacement must have equivalent or superior qualifications.
  6. Insurance, Liability, and Health & Safety
• The consultant shall maintain adequate professional indemnity, travel, and health insurance for all personnel.
• During field missions or site visits, consultants must comply with all health and safety requirements and ensure staff welfare.
• AECF will not be liable for any injury, loss, or damage incurred during assignment execution.
  7. Monitoring, Reporting, and Donor Coordination
• The consultant will provide progress updates to the AECF team
• AECF reserves the right to review and request revisions to ensure donor compliance.
  8. Clarifications and Equal Access
• All clarification requests must be sent to the AECF Procurement Department no later than five (5) days before the submission deadline.
• Responses and any addenda will be shared simultaneously with all registered bidders to ensure transparency.
  9. Payment and Contract Terms
• Payments will be made upon AECF’s approval of deliverables, in accordance with the agreed payment schedule.
• Deliverables must be formally accepted before payment is made. The contract will define milestones and conditions for addressing delays or non-performance.

10. Ownership of Deliverables

• All outputs, reports, and related materials produced under this assignment remain the intellectual property of AECF.
• Consultants shall not use or reproduce such materials for other purposes without written consent.

13. Application Details

The AECF is an Equal Opportunity Employer. The AECF considers all interested candidates based on merit without regard to race, gender, color, national origin, religion, sexual orientation, age, marital status, veteran status, disability, or any other characteristic protected by applicable law.

The AECF invites qualified consultants/firms to send a proposal to aecfprocurement@aecfafrica.org marked “Provision of Due Diligence for the REACT 2.0 Ethiopia Programme”. The AECF shall not be liable for failing to open proposals submitted under a different subject.

All clarifications and/or questions should be sent to aecfprocurement@aecfafrica.org by 8th January 2026, 5PM (EAT).

The proposal should be received no later than  15^th January 2026 by 5.00 pm East Africa Time (GMT +3), addressed to the AECF, Procurement Department.

Disclaimer

AECF reserves the right to determine the structure of the process, the number of short-listed participants, the right to withdraw from the proposal process, the right to change this timetable at any time without notice, and reserves the right to withdraw this tender at any time, without prior notice and without liability to compensate and/or reimburse any party.

Important Note:

• The AECF does not require any application fee to participate in this tendering process.
• The AECF has not appointed any agents or intermediaries to facilitate applications. Candidates should communicate directly with the Procurement Department for any clarifications.