P.O Box 273 Kigali

KIGALI CITY TOWER 13th Floor

TERMS OF REFERENCE (ToRs) 

HIRING ABUSINESS VALUATION CONSULTANT

Date of issue: 29th January,2026

1. Background and Context

The Government of Rwanda, through National Industrial Research and Development Agency (NIRDA), intends to privatize three (3) state-owned companies established in 2018 and operating in the Agri-processing sector. 

1. Rutsiro Honey Limited has been engaged in honey processing and trade of honey-derived products. The company is located in Western Province, Rutsiro, District, Kigeyo Sector near Gishwati Natural Forest
2. Nyabihu Potato Company has been engaged in potato processing and trade of related products. Nyabihu Potato company is located in Western Province, Nyabihu District, Mukamira Sector in the District industrial Economic Zone.
3. Rwamagana Banana Wine has been engaged in banana processing and trade of related products. Rwamagana Banana Wine is located in Eastern Province, Rwamagana District in the industrial Economic Zone.

2. Objectives of the Assignment

The primary objective is to determine the Fair Market Value of each company as a distinct, standalone entity. 

Specific objectives include:

• To conduct a comprehensive business valuation for each of the three (3) companies.
• To assess the value of tangible and identifiable intangible assets.
• To analyze the relevant industry, market conditions, and competitive landscape for honey, potato, and banana processing in Rwanda and in the region.
• To provide a defensible valuation range, supported by multiple methodologies, with a clear explanation of the selected approach.
• To identify key value drivers, risks, and impediments specific to each company.

3. Scope of Work

The Consultant shall perform the following tasks:

1. Pre-Valuation & Due Diligence:

1. Conduct a thorough review of all available data provided in the Client's Data Room (legal, financial, operational documents).
2. Interview key personnel (past/present managers, technical staff) from each company to understand operational history, challenges, and future potential.
3. Perform site visits to inspect physical assets (land, buildings, machinery, equipment) for all three companies.

1. Industry and Market Analysis:

1. Analyze the domestic and regional market for processed honey, potato, and banana products.
2. Assess supply chains, key competitors, barriers to entry, and growth prospects.
3. Identify relevant industry benchmarks for capacity utilization, profit margins, and operational costs.

1. Business Valuation:

For each company separately, the Consultant shall:

•  Apply and justify the use of three standard valuation approaches:

Asset-Based Approach: Determine the Fair Market Value of all tangible assets (land, buildings, plant, machinery, vehicles, inventory) and identifiable intangible assets (brands, licenses, permits, contracts). Where relevant, indicate Orderly Liquidation Value as an absolute floor.

Income Approach: Construct a hypothetical discounted cash flow (DCF) model based on reasonable industry benchmarks and scenarios (e.g., low, base, high-case capacity utilization). Clearly state all assumptions and use an appropriate discount rate reflecting the high-risk profile.

Market Approach: Attempt to identify comparable company transactions or quoted market multiples, adjusting for size, geography, and specific circumstances. If true comparables are unavailable, provide an explanation.

1. Synthesize the Findings: Reconcile the values derived from the different approaches, assigning appropriate weighting to arrive at a final Fair Market Value conclusion (a point estimate or a reasonable range).

1. Sensitivity Analysis: Provide a sensitivity analysis on key variables (e.g., raw material price, capacity utilization, discount rate) to show the impact on the concluded value.

4. Deliverables

The Consultant shall submit the following in English:

1. Inception Report: Within 10 days of contract signing, outlining the detailed methodology, work plan, and schedule.

1. Draft Valuation Report: Submit a comprehensive report of each company for review and comment.

1. Final Valuation Report: Incorporating Client feedback. The report must include, but not be limited to:

• Executive Summary
• Purpose and Standard of Value
• Description of the companies and their assets
• Industry and economic analysis
• Detailed explanation of all valuation approaches used
• Key assumptions and justification
• Conclusion of Value for each company
• Sensitivity analysis
• Major value drivers and impediments
• Appendices (data sources, calculations, CVs of team members)

1. Presentation: A formal presentation of the findings to the Client and other relevant stakeholders if need be.

5. Consultant Qualifications and Experience

The consulting firm/team must demonstrate:

Lead Valuer: Must hold a recognized professional valuation designation with a minimum of 10 years of experience.

Sector Experience: Proven track record in business valuation or transaction advisory within the agri-business, food processing, or Fast-Moving Consumer Goods (FMCG) sector would be a value addition.

Transaction Experience: Specific experience in valuing companies for privatization, restructuring, or sale of investor’s shares.

Regional/Country Experience: Knowledge of the local/regional business environment is highly desirable.

6. Duration of the Assignment

The assignment is expected to be completed within 6 weeks from the date of contract signing.

7. Summary of Deliverables and payment schedule

8. Client’s Responsibilities

The Client will:

• Appoint a focal person/team to liaise with the Consultant.
• Provide access to a structured Data Room with all available documentation.
• Facilitate site visits and arrange meetings/interviews with company personnel.
• Provide timely feedback on draft reports.

9. Proposal Submission

Interested consultants must submit a technical and financial proposal, including:

• Understanding of the ToR and methodology.
• Detailed CVs of the proposed team members.
• Examples of at least 2 similar past work with client consent for service completion.
• Work plan and timeline.
• Detailed financial proposal, with a clear fee structure.

10. Bid Submission Deadline

Bids must be received by National Industrial Research and Development Agency at cpcsprivatization@nirda.gov.rw and copy privatization@minecofin.gov.rw not later than 19th February 2026 at 4pm.

The National Industrial Research and Development Agency at its discretion can extend the bid submission deadline by issuing an amendment in which case all rights and obligations of of the National Industrial Research and Development Agency, and the Bidders previously subjected to the original deadline will thereafter be subject to the deadline as extended

11. Evaluation Criteria

Proposals will be evaluated in the following: Technical Proposal will be weighted at 70% and Financial Proposal will be weighted at 30%. 

Method of selection shall be Quality-Cost Based Selection (QCBS)

Financial Proposal (30%): Cost-effectiveness and clarity of the financial offer.

12. Clarification and Modification of Terms of Reference

Consultant can submit questions, clarification request or document request about the bid document. These must be submitted via email to the following address: cpcsprivatization@nirda.gov.rw and copy privatization@minecofin.gov.rw. 

For further clarification, Bidders can contact Philbert NIZEYIMANA or Theoneste NIYODUSENGA through +250 784 837 125 or + 250 788 924 091 respectively.

13. Reporting arrangement 

The consultant will report to the Head of Department of knowledge Management & operational monitoring @NIRD by providing updates on the progress of the assignment through regular briefings.

All documents are to be written in English and submitted in both electronic and hard copies.

14. Confidentiality & Instructions to Bidders

These Terms of Reference define the requirements for hiring a business valuation professional (consultant or a firm) to deliver a comprehensive business valuation report of each company herein specified.

Confidentiality provisions shall be included as part of the contract’s clauses. Such clauses shall cover, among other things, all information, materials, specifications, or other documents provided by the client, state-owned companies, and other stakeholders, shall be treated at all times as confidential.

All materials provided by the client or stakeholders in connection with this assignment are and shall remain the property of the Client.