RFP/KFW/AP/2026/00023

Annex 1-Term of Reference (TORS)

Procurement of Consulting Firm for Business Support and Investment Origination, Due Diligence and Investment Advisory Services

1.     Background

Accelerate Prosperity (AP) is a joint initiative of the Aga Khan Foundation (AKF) and Industrial Promotion Services (IPS) of the Aga Khan Fund for Economic Development (AKFED) in Central and South Asia. It aspires to work towards a society that is powered by innovative and successful young entrepreneurs. Through its services, AP extends tailored training, advice, and technical assistance to aspiring and existing entrepreneurs to help them launch or expand their innovative business ventures. It also extends tailored financing to startups and small growing businesses (SGBs) to help them unlock external investments by improving their bankability and investment readiness.

2.     Project Overview

Start-up Pakistan is a project financed by German Federal Ministry for Economic Cooperation and Development (BMZ) through Kreditanstalt für Wiederaufbau (KfW) and implemented by Accelerate Prosperity. The initiative aims to scale up Accelerate Prosperity’s existing model of technical support and financing for businesses. It will expand into new geographies and across exciting sectors such as education, health, tourism & green economy, prioritizing digitization and environmental sustainability.

3.     Program Context

The objective of this engagement is to appoint an advisory partner to support Accelerate Prosperity (AP) in investment origination, due diligence and investment case development activities. The advisory partner shall identify and source quality investment opportunities aligned with AP's investment strategy and mandate, thereby contributing to the development of a robust investment pipeline.

The advisory partner shall undertake commercial, operational, financial, and market due diligence of identified opportunities, validate key assumptions, assess risks & impact and develop comprehensive, evidence-based Investment Cases for opportunities referred by AP as well as those sourced independently by the firm (subject to AP's prior approval). This shall include preparation of detailed financial models, industry and market assessments, investment memoranda, and supporting analysis required for AP's investment evaluation and approval processes.

Through these activities, the advisory partner will provide AP with an independent and objective basis for assessing the viability, scalability, risks and developmental impact of prospective investments, while strengthening the quality and depth of AP's investment pipeline.

4.     About the Position

Accelerate Prosperity Pakistan seeks to engage a qualified Consulting Firm with demonstrated experience in investment advisory, transaction support, financial analysis, due diligence and business development. The Consulting Firm will support AP in sourcing and evaluating potential investment opportunities, conducting commercial, operational and financial due diligence and developing comprehensive investment cases for prospective investments. The firm will also contribute to strengthening AP's investment pipeline through proactive identification and assessment of high-potential businesses aligned with AP's investment strategy and mandate.

5.     Scope of work

The Consulting Firm shall provide investment origination, due diligence, investment appraisal and transaction support services to AP, including but not limited to the following:

1.     Investment Origination & Pipeline Development

-       Identify and proactively source high-potential investment opportunities aligned with AP's investment strategy, mandate and eligibility criteria.

-       Conduct preliminary screening of prospective opportunities and assess their suitability for AP's financing instruments.

-       Develop and maintain a pipeline of qualified investment opportunities for consideration by AP.

-       Facilitate initial engagement with prospective investees and support information gathering for investment assessments.

2.     Commercial & Operational Due Diligence

-       Review and assess the business model, products/services, operational processes, management capabilities and growth strategy of prospective investees.

-       Assess market size, industry dynamics, customer segments, competitive positioning, pricing strategies and key value drivers.

-       Conduct site visits and validate operational feasibility, business assumptions, supply chain arrangements and scalability potential.

-       Identify key operational risks and evaluate mitigation measures.

3.     Financial Due Diligence & Investment Analysis

-       Review historical financial performance, management accounts and financial records (as applicable) for accuracy, completeness and consistency.

-       Assess revenue streams, cost structures, unit economics, working capital requirements, cash flow generation and overall financial sustainability.

-       Validate key financial and operational assumptions underpinning business plans and growth projections.

-       Evaluate funding requirements, capital structure, profitability, repayment capacity and overall investment attractiveness.

-       Identify key financial risks and assess their potential impact on investment performance.

4.     Financial Modelling

-       Develop detailed integrated financial models incorporating historical performance (as applicable), assumptions, projected financial statements and cash flow forecasts.

-       Conduct scenario, sensitivity and stress-testing analyses to evaluate investment resilience under varying business conditions.

-       Assess debt servicing capacity, liquidity requirements and expected financial performance.

5.     ESG, Impact & Risk Assessment

-       Assess alignment of prospective investments with AP's strategic objectives/mandate, impact framework and investment criteria.

-       Identify environmental, social, governance, regulatory, operational, financial and market-related risks.

-       Prepare comprehensive risk assessments and recommend appropriate mitigation measures.

-       Evaluate key impact indicators and developmental outcomes associated with the investment opportunity.

6.     Stakeholder Engagement & Validation

-       Conduct meetings and interviews with founders, management teams, customers, suppliers, industry participants and other relevant stakeholders, as required.

-       Liaise with AP's Investment Team throughout the assessment process to validate findings and align recommendations.

-       Obtain and review relevant supporting documentation required for investment evaluation.

7.     Investment Case Preparation & Transaction Support

-       Prepare comprehensive Investment Cases incorporating commercial, operational, financial, ESG and impact assessments and risk evaluations.

-       Develop detailed investment memoranda and supporting documentation in accordance with AP's investment processes and requirements.

-       Formulate investment recommendations, proposed transaction structures and indicative financing terms for consideration by AP.

-       Prepare presentation materials for submission to AP's management and governance committees.

-       Support clarification requests and revisions arising during the investment review and approval process.

8.     General Requirements

-       Perform all assignments with due professional care, skill, diligence and in accordance with accepted industry standards and best practices.

-       Ensure that all deliverables, analyses, recommendations and supporting documentation are accurate, complete, evidence-based, and of a quality suitable for investment decision-making purposes.

-       Deploy appropriately qualified and experienced personnel to undertake the required assignments and maintain continuity of resources throughout the engagement.

-       Conduct all activities in an independent, objective and professional manner while avoiding any actual or perceived conflicts of interest.

-       Interact with prospective investees, founders, management teams and other stakeholders in a professional, respectful and courteous manner.

-       Maintain the confidentiality of all information, documents and data obtained during the course of the engagement and refrain from disclosing such information without AP's prior written consent.

-       Establish effective internal quality assurance and review mechanisms to ensure consistency, accuracy and timely delivery of all outputs.

-       Adhere to agreed timelines and proactively communicate any issues, risks or delays that may impact the delivery of assignments.

-       Ensure compliance with all applicable laws, regulations and policies of AP (as required) relevant to the engagement.

-       Incorporate comments and feedback provided by AP and make necessary revisions to deliverables in a timely manner.

-       Maintain regular coordination with AP's Investment Team and provide periodic updates on pipeline development, due diligence progress, and assignment status.

6.     Deliverables

Ensure timely submission of complete, accurate and high-quality deliverables in accordance with the agreed assignment timelines, AP's quality standards and prescribed formats/templates, including but not limited to:

1. Investment Pipeline Development Reports summarizing sourced opportunities, preliminary screening findings, business overviews, investment rationale, key risks, alignment with AP's investment criteria, pipeline status, key developments, and recommendations regarding further due diligence and investment evaluation.

The consulting firm shall be expected to proactively originate and present an estimated 5–10 qualified investment opportunities per month that align with AP's investment strategy, mandate and eligibility criteria.

1. Comprehensive Investment Cases / Investment Memorandums (IMs) integrating due diligence findings, industry/market/competitive landscape assessment, financial analysis, ESG considerations, impact assessment, risk analysis, proposed investment structure, financing terms and investment recommendations. All Investment Cases / Investment Memorandums shall be prepared in accordance with AP's prescribed investment case formats, templates and presentation requirements for submission to AP Management and other relevant governance forums. Each Investment Case package shall be supported by the relevant Due Diligence Report(s), Financial Model(s) and any other supporting analyses or documentation required by AP as stated below:

• Due Diligence Reports capturing key commercial, operational, financial, legal/regulatory (where applicable) and Environmental & Social (E&S) findings, including identification of material risks, recommended mitigation measures and an actionable Environmental & Social Action Plan (ESAP), as required. All due diligence reports shall be prepared in accordance with AP's prescribed due diligence formats and reporting requirements.
• Financial Models (in line with AP prescribed formats as applicable) incorporating historical performance (where available), detailed assumptions, projected financial statements, cash flow forecasts, debt servicing analysis, valuation considerations (where applicable) and scenario/sensitivity testing.
• Responses to management, committee and stakeholder queries, including revisions, updates and supplementary analyses required during the investment review and approval process.
• Any other analytical reports, presentations, information memorandums, business assessments or supporting documentation reasonably required by AP in connection with the evaluation, structuring and approval of prospective investments.

The Consulting Firm shall be expected to develop and submit complete investment case packages for at least 20–30 businesses during the term of the engagement, subject to the quality, eligibility and readiness of the identified opportunities.

7.     Qualifications and Experience

7.1.  Qualification Requirements of Applicant Firm

The Consulting Firm must demonstrate the following qualifications, experience, and institutional capacity:

1.     Be a legally registered consulting, advisory, corporate finance, transaction advisory, investment banking, accounting, business advisory or management consulting firm with a minimum of five (5) years of relevant operational experience.

2.     Demonstrate proven experience in conducting commercial, operational, financial, market and ESG due diligence assignments for SMEs, startups, growth-stage enterprises.

3.     Demonstrate experience in investment origination, pipeline development, transaction advisory, investment appraisal, business assessments, corporate finance or investment support services.

4.     Have a demonstrated track record of preparing investment cases, investment memorandums, feasibility studies, business plans, financial models, valuation analyses, investment committee materials and other transaction-related documentation.

5.     Possess experience in undertaking assignments involving market research, industry assessments, competitive analysis, business diagnostics and growth strategy assessments.

6.     Demonstrate familiarity with impact investing, SME financing, entrepreneurship development, ESG considerations and development-sector investment frameworks.

7.     Have the institutional capacity to undertake multiple assignments concurrently while ensuring adherence to agreed timelines and quality standards.

7.2.  Qualification Requirements of Advisors of Applicant Firm

The Consulting Firm shall propose a suitably qualified team possessing expertise in investment advisory, due diligence, financial analysis and business assessments. The proposed team should collectively demonstrate the following:

-       Minimum Bachelor's degree in Finance, Accounting, Economics, Business Administration, Commerce, Engineering, Development Studies or another relevant discipline. Preference will be given to professionals possessing Master's degrees and/or professional qualifications such as CA, ACCA, CFA, CPA, CMA, MBA, or equivalent credentials.

-       At least four (4) years of relevant professional experience for key team members in areas such as transaction advisory, investment analysis, financial modelling, due diligence, investment banking, consulting, private equity, venture capital, commercial banking, development finance or corporate finance.

-       Demonstrated expertise in financial modelling, financial analysis, investment appraisal, cash flow forecasting, business valuation and debt servicing assessments.

-       Strong understanding of SME business models, startup ecosystems, growth-stage enterprises and sector-specific business dynamics.

-       Experience conducting management interviews, stakeholder consultations, site visits and operational assessments.

-       Experience identifying, assessing and mitigating commercial, operational, financial, governance, ESG and investment risks.

-       Excellent analytical, report writing, presentation development and communication skills.

8.     Contract Duration

• The contract duration will be 6 months. It may be extended based on program needs, budget availability and performance of the firm.

9.     Location

The assignment shall cover AP Pakistan's investment pipeline and portfolio across Pakistan. The Consulting Firm shall be expected to undertake assignments in any geographic location where prospective or existing investees are located, including conducting site visits, management meetings and stakeholder consultations, as required. The firm must therefore possess the capacity and willingness to undertake travel within Pakistan where necessary for the satisfactory execution of the assignment.

Main focus areas are (GB, KPK, ICT, Punjab and Sindh).

The firm will be responsible for arranging their own travel, lodging and miscellaneous.

10.  Payment terms

-       The Consulting Firm shall submit a financial quotation specifying a unit rate per Monthly Investment Pipeline Development Report and a unit rate per Investment Case Package. These rates shall remain fixed for the full duration of the engagement.

-       AP shall make monthly payments to the Consulting Firm based on actual deliverables completed and accepted during that month.

-       Payment for the Monthly Investment Pipeline Development Report shall be made upon submission and acceptance of a report containing a minimum of five (5) to ten (10) qualified investment opportunities. Payment for Investment Case Packages shall be made per package submitted and accepted by AP in that month. By end of December 2026, the Consulting Firm is expected to have delivered a cumulative total of twenty (20) to thirty (30) accepted Investment Case Packages.

-       Payment shall be made against satisfactory completion and submission of agreed deliverables and any other assignment-specific outputs. All deliverables shall be subject to review and approval by the designated Investment Manager and Chief Investment Officer (CIO), or any other authorized representative of AP, prior to processing of payment.

-       Payments will be made within thirty (30) days from the date of submission of a complete and accurate invoice along with approved deliverables.

-       All payments shall be subject to applicable taxes, deductions and withholding requirements under the prevailing laws of Pakistan.

11.  Reporting Line

The Consulting Firm shall report to the designated Investment Team Member(s) at AP for coordination, assignment management and review of deliverables. Overall oversight and approval of assignments, deliverables and performance under the engagement shall rest with the Chief Investment Officer (CIO) or any other officer designated by AP.

12.  Evaluation Criteria

Proposals will be evaluated based on Quality and Cost-based Selection:

• Technical expertise and experience of the applicants, including the services delivery proposal (70%)
• Financial competitiveness (30%)

13.  Proposal Submission Requirements

The bids are to be evaluated on the following grounds, meeting the following criteria which are mandatory.

Applicants must ensure the submission of the complete set of required documents. Applications with missing documents will be considered incomplete and, therefore, ineligible for consideration by Accelerate Prosperity.

The technical and financial bid should be submitted separately in a sealed envelope.

Interested applicants must submit the following:

13.1. Mandatory Requirements:

• The applicant firm must provide a certificate of company/firm registration with SECP/relevant regulatory authority and an active taxpayer status.
• The applicant firm is required to signthe RFP document along with annexes, and it should be submitted along with the proposal.

13.2. Technical Proposal:

• The Applicant Firm must submit the company profile that outlines their experience in line with the qualification requirements defined in Section 7.1 of this document. The firm should provide copies of previous contracts or assignments/samples relevant to the consultancy requirements.
• The Applicant Firm should provide complete profiles of the selected advisors along with CVs, including educational qualifications, professional experience, and previous experience as defined in Section 7.2 of this document.
• The applicant firm must prepare at least a 3-page proposal, outlining the proposed methodology for the assignment