1.0 Background

The AECF is a leading development organization 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 catalyze the private sector by surfacing and commercializing new ideas, business models, and technologies designed to increase agricultural productivity, improve farmer incomes, expand clean energy access, 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.

To date, we have supported over 576 businesses in 26 countries in Sub-Saharan Africa, impacted more than 36 million lives, and created over 38,000 direct jobs.

AECF is headquartered in Kenya and has offices in Côte d’Ivoire, Tanzania, Nigeria, South Sudan, Benin, and Somalia.

2.0 About the Kakuma Kalobeyei Challenge Fund (KKCF)

Kakuma Kalobeyei Challenge Fund (KKCF) is a five-year Program of the International Finance Corporation (IFC), implemented with Africa Enterprise Challenge Fund (AECF), Turkana County Government, and UNHCR. KKCF originates from the market data from IFC’s “Kakuma as a Marketplace” study, which quantified Kakuma’s economy and confirmed that it was a dynamic and potential marketplace. This triggered a lot of interest that contributed to KKCF’s conceptualization and Program development.

KKCF is designed to support private sector investment and unlock the economic potential of refugees and their hosts in the Kakuma Kalobeyei refugee hosting area in Turkana West District of Turkana County. KKCF aims to attract private companies and grow the local entrepreneurship potential to create job opportunities, present more consumption choices, and contribute to fair pricing of products and services. KKCF targets all sizes of companies, from small to medium-sized family businesses to social enterprises and large firms. For more information, visit https://kkcfke.org/

KKCF applies a competitive financing mechanism for disbursing donor funding to incentivize companies to start or scale existing operations in the Kakuma-Kalobeyei area. The process begins by advertising a call for proposals, and applicants are then subjected to a competitive selection process, leading to the identification of companies that are best aligned to the Kakuma-Kalobeyei market dynamics to then deliver the intended socio-economic impact to the host and refugee communities while also contributing to the development of Turkana County.

With the Kakuma-Kalobeyei area being a marginalized and fragile setting, KKCF supports these companies to manage business limitations prevalent in such challenging environments, including limited access to financing, low availability of technically qualified and experienced staff, complex social and cultural conditions, a slow and bureaucratic regulatory environment, and fragmented, low-income, and remote markets with poor infrastructure. KKCF support includes the provision of concessional capital, technical assistance, and policy advocacy to improve the business environment. This collaborative Program focuses on building commercially viable and sustainable businesses that can:

• Increase incomes for both refugees and host communities.
• Provide essential goods and services.
• Create jobs and stimulate economic growth.
• Improve living standards for those in the refugee camp and surrounding communities.
• Promote financial inclusion efforts focused on increasing access to finance for women and youth.

KKCF is currently working with 105 commercially viable and sustainable microenterprises and 19 Small and Medium Enterprises (SMEs) across diverse economic sectors.

3.0 About the assignment

AECF seeks to engage a consulting firm to provide tailored governance, business structuring, sustainability, and succession planning support to 10 businesses in the KKCF portfolio. The overall objective is to strengthen the institutional governance, formalize operational structures, and support future leadership continuity for selected businesses. Specific objectives include:

Specific objectives:

1. Improve governance structures and practices.
2. Formalize business registration, ownership, and compliance frameworks.
3. Establish succession planning mechanisms to support sustainability.

The purpose of these TORs is to define the scope, responsibilities, expectations, and deliverables of the engagement expected by AECF from the selected Consultant. The successful service provider must demonstrate experience and understanding of the refugee context and the Kakuma Kalobeyei market.

4.0 Specific duties and responsibilities (the “Services”) of the Consultant

The Consulting Firm will be expected to deliver on the following scope of the assignment:

a) Diagnostic Assessment

• Conduct a governance and structuring needs assessment for each of the 10 companies
• Identify gaps and opportunities for governance improvement, formal structuring, and succession preparedness.

b) Governance Strengthening

• Support development or revision of governance tools (e.g., board charters, organograms, decision matrices).
• Provide training or coaching for owners, managers, and (where applicable) board members on governance principles and fiduciary responsibilities.
• Propose frameworks for advisory or oversight mechanisms suitable for MSMEs (e.g., informal boards, mentor boards).

c) Business Structuring

• Where applicable, guide the businesses in reviewing their legal registration status and alignment with business activities.
• Recommend or support the restructuring of ownership and management arrangements where needed.
• Support compliance with tax, licensing, or regulatory frameworks.
• Provide training or coaching for owners, managers, and (where applicable) board members on business statutory requirements.

d) Succession Planning

• Facilitate the development of basic succession plans for key leadership/management roles.
• Support identification and development of successors where appropriate (e.g., within family, staff, or external).
• Develop simple tools to monitor and guide the implementation of succession planning steps.

5.0 Deliverables

The Consulting Firm is expected to deliver the following:

1. Inception Report – Detailing methodology, work plan, and company engagement plan.
2. Company-Specific Diagnostic Reports– Brief governance and structuring assessments for each business
3. Governance and Structuring Plans– Tailored action plans and tools per business.
4. Compliance reports – Provide a report showing the compliance status and provide next steps to solutions where gaps exist.
5. Succession Plans – Succession frameworks and guidance notes for each business.
6. Final Report – Summary of interventions, capacity built, and outcomes across the identified businesses
7. Insights report – An insights paper with the impact of the Technical assistance, lessons learned, and recommendations.

6.0 Duration of the assignment

The assignment is expected to commence in September 2025 and is expected to be completed in two (2) months from the commencement date.

7.0 Reporting

The Consultant will report to the Senior Advisory Officer at the AECF and the KKCF Program Manager.

8.0 Proposal submission

Interested and qualified consulting individuals or teams are invited to submit their proposal(s) comprising the following:

1. A technical proposal:

• An understanding of the consultancy requirements.
• Methodology and work plan for performing the assignment, underpinned by a demonstration of value for money
• Detailed reference list indicating the scope and magnitude of similar assignments.
• Relevant services undertaken in the last five (5) years.
• Letters of signed reference from at least 3 previous companies/assignments
• CVs of the technical team.
• Registration and other relevant statutory documents (this applies to Institutional consultants).

2. A financial proposal

• Clearly showing the proposed team member, roles, and proposed days, and the proposed professional fee (daily rate and total amount per team member). The financial proposal shall also include an indication of reimbursables (travel, communication etc.). Currency to be in KES.

N/B: Technical and financial proposals should be submitted separately. Combining the financial and technical documents into one document will automatically disqualify the applicant.

9.0 Qualifications and experience

The Consulting Firm should possess the following skills and/or credentials:

• Minimum Proven experience of 5+ years proven experience in SME governance, business structuring, and succession planning in humanitarian or low-resource settings.
• Familiarity with informal and early-stage enterprise development in refugee or remote contexts.
• Capacity to deliver hands-on coaching and practical tools suited to MSMEs.
• Fluency in English; knowledge of Kiswahili and/or local languages is an added advantage.
• Strong analytical, reporting, and stakeholder engagement capabilities.
• Knowledge of the development sector and particularly working in the Kakuma/Kalobeyei area is an added advantage.

10.0 Evaluation criteria

Mandatory evaluation criteria for firms:

Mandatory Requirements for firms: –

1. Company profile.
2. Trading license or Certificate of incorporation or Certificate of Registration, and other statutory documents.
3. Valid Tax Compliance certificate (Applicable to firms).
4. Passport/National Identification of the lead consultant and key personnel
5. All documents related to the technical & financial proposal MUST be compiled and submitted separately as PDF documents, organized with a clear Table of Contents.

N/B: Failure to attach and adhere to the above requirements will result in automatic disqualification

An evaluation committee will be formed by the AECF and may include employees of the businesses to be supported. All members will be bound by the same standards of confidentiality. The consultant should ensure that they fully respond to all criteria to be comprehensively evaluated.

The AECF may request and receive clarification from any consultant when evaluating a proposal. The evaluation committee may invite some or all the consultants to appear before the committee to clarify their proposals. In such an event, the evaluation committee may consider such clarifications in evaluating proposals.

In deciding the final selection of a qualified bidder, the technical quality of the proposal will be given a weighting of 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 in terms of total points scored.

The mandatory and desirable criteria against which proposals will be evaluated are identified in the table below.

11.0 Pricing

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

12.0 Application details

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

• Interested consultancy firms are requested to submit their technical and financial proposal to aecfprocurement@aecfafrica.org by 29^th August 2025, 5 pm EAT
• All questions should be directed to the procurement email by 21^st August 2025, 5 pm EAT.
• The subject of the email should be “TERMS OF REFERENCE FOR CONSULTANCY TO PROVIDE TAILORED GOVERNANCE, BUSINESS STRUCTURING, SUSTAINABILITY, AND SUCCESSION PLANNING SUPPORT IN KAKUMA-KALOBEYEI AREA”.
• The AECF shall not be liable for not opening proposals that are submitted with a different subject or responding to questions that did not meet the deadline as indicated.

13.0 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 the right to withdraw this tender at any time, without prior notice and without liability to compensate and/or reimburse any party.

The AECF does not charge an application fee for participation in the tender process and has not appointed any agents or intermediaries to facilitate applications. Applicants are advised to reach out directly to the AECF.