Commercial Expert (Business & Financial Due Diligence)

Terms of Reference for Consultancy Services: Commercial Expert (Business & Financial Due Diligence) – REACT 2.0 Regional Digital Innovation Fund for Energy & Climate (DIFEC)

Background

• Window 1 – Growing Digital Innovation (early stage, MVP to validation) and
• Window 2 – Scaling Digital Innovation (growth stage with commercial traction).

• Assess the viability, scalability, and sustainability of the business model, including an evaluation of the digital value proposition, target users, and problem-solution fit within the energy and climate context.
• Evaluate market demand, competitive positioning, pricing strategy, and revenue streams, with consideration of the digital distribution channels and go-to-market approach.
• Review customer acquisition strategies, user onboarding and after-sales support models, and the operational readiness to serve customers in low-infrastructure or underserved markets, including network coverage, device compatibility, localization, and user adoption barriers.
• Assess organizational structure, management capacity, and governance, including the enterprise's capacity to deliver and sustain digital products or services at scale.
• Analyze the proposed pathways for regional scaling, including the solution's adaptability to diverse regulatory and market environments across Sub-Saharan Africa.
• Review digital partnership models, including integrations with energy service providers, climate-data platforms, last-mile distributors, or other ecosystem actors that underpin commercial viability.

• 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 financing.
• Determine whether the project is financially viable and whether the request is justified.

• This consultancy focuses on business and financial due diligence. The Consultant shall coordinate with other specialists responsible for:
• Technical and digital due diligence, including technology architecture, cybersecurity, data governance, and digital risk;
• Legal reviews including corporate structure, licensing, contracts, and regulatory compliance;
• Environmental and social (E&S) risk assessments.
• The Consultant will flag any commercial or financial findings with implications for other workstreams and participate in cross-disciplinary moderation sessions as required.

• Review applicant submissions, including business plans, digital business model descriptions, financial models, historical financial statements, and supporting documents.
• Conduct preliminary assessment of business model viability, revenue assumptions, and commercial strategy.
• Conduct preliminary financial assessment, including review of projections, capital structure, and funding adequacy.
• Assess alignment of the business and financial model with programme requirements and the digital energy and climate context.
• Identify information gaps requiring clarification or on-site verification.

• Assess the coherence and commercial credibility of the business model, including the digital value proposition, target market, and revenue model.
• Evaluate the enterprise's competitive positioning, go-to-market strategy, customer traction to date, and realistic growth trajectory.
• Review partnership arrangements, distribution models, and operational capacity to deliver at scale in Sub-Saharan African markets.
• Identify key commercial risks and dependencies, including market adoption risks, partnership risks, and scalability constraints.

• 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.

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

• Prepare detailed due diligence reports consolidating findings across business and financial workstreams, including financial viability and risk ratings.
• Produce concise investment memos using AECF templates, highlighting key risks, mitigation measures, and readiness for award.
• Identify technical assistance needs for each applicant.
• The assignment will be implemented over 20-30 working days, distributed across April to June 2026. All reports and memos will be prepared in English and submitted using an AECF-approved format

• The assignment is to be undertaken by a qualified individual consultant or a team of individual consultants with multidisciplinary expertise covering business and financial due diligence.
• The consultant should demonstrate:
• At least 8–10 years of experience conducting due diligence, transaction advisory, or investment assessments for the development of finance institutions, venture investors, private equity funds, or challenge funds.
• Proven experience in technology, digital innovation, energy access, climate technologies, or related sectors.
• Demonstrated experience assessing early-stage and growth-stage enterprises, including startups and digital platform businesses.
• Experience conducting due diligence assignments covering business and financial assessments.
• Experience working in Sub-Saharan Africa or emerging markets.
• Strong understanding of grant-funded programmes, blended finance instruments, or innovation challenge funds.

• Responsible for assessing the business model and market viability. Qualifications and experience:
• Degree in business administration, economics, entrepreneurship, or related field.
• At least 8 years of experience in market analysis, venture development, or startup advisory.
• Experience evaluating business models, growth strategies, and scalability of technology companies.
• Familiarity with African innovation ecosystems and startup environments.

• Responsible for assessing financial health and financial management capacity. Qualifications and experience:
• Professional qualifications such as CPA, ACCA, CFA, or equivalent.
• At least 8–10 years of experience in financial due diligence, financial analysis, or investment advisory.
• Experience reviewing financial models, capital structures, and financial projections for startups or SMEs.
• Familiarity with grant-funded projects, venture investments, or blended finance structures.
• 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.