Advance Insight · confidential · prepared for Elewa · draft v1 · disclaimer

A strategic home,
chosen from strength.

All four shareholders have decided, unanimously. We are coming to you first.

Douwe and Tabitha have started new chapters. Rather than run Advance Insight founder-light through 2027, we are choosing its next owner now, from strength. The support base is at its peak, the team is certified and intact, and the July lead-flow is converting. We are speaking with a small number of parties. You are our preferred fit: same city, same AI ambition. Agree terms by mid-October and we do this exclusively with you.

Before you read on

The decision is made. This is a structured process with a set calendar.

The deadline is ours: terms by 15 October, signed by the end of October.

The price rises with time. Every implementation we sign from the July pipeline puts the team you would be buying back to work.

01
What you would acquire

A Gold partner, fully intact

Advance Insight B.V.: Odoo Gold partner, five years of delivery across East Africa. Two entities, one clean transaction. The founders are stepping back. The delivery organisation stays fully intact.

Netherlands · holding Advance Insight B.V.

The entity you buy. No staff and essentially no monthly cost. The NL office lease (€4K/mo) ends Oct–Nov 2026.

Kenya · delivery Advance Insight East Africa Ltd

The operating company. All employment contracts sit here: the team, the Nairobi office, the delivery operation.

F1

The delivery team

Certified Odoo consultants in Nairobi with stable output: 1,700–1,860 hours logged every month this year. June was the highest of all. The team came through the founder transition intact. No expensive management transfers with the deal. Outgoing leadership fees (≈€16.8K/month) stay behind, and a paid engineering transition of 3–6 months is available for continuity.

receipttimesheets Jan–Jul 2026 · 9,405 lines · extracted 23-07-2026
F2

The client book

25+ paying support relationships across energy, agri, pharma, mobility and FMCG. The largest client is 23% of support, the top five around 50%. Genuinely diversified for a firm this size.

receiptOdoo posted journals · account 44000 · NL + KE entities
F3

The conversion engine

Completed implementations become recurring support. Mopo, Moto Gari and SECO all converted in April–May 2026. Recent and provable. Your own pipeline compounds into this base from day one.

receiptthree implementation→support conversions Apr–May 2026 · zero support churn in invoicing

You're not buying expensive management. You're buying a delivery team, a support book, and an €80K/yr annuity.

02
The people

The team that transfers

Certified, Nairobi-based and intact through the transition. These are the people who kept the base at €45.5K a month. Full CVs, certifications and contracts sit in the data room.

IB

Ivo Beniest

Head of Operations

Owns the client relationships, commercial follow-up and escalation, and stays billable. Led the July demand-generation restart. Transfers with a retention package.

NairobiBillable
JO

Jake Onyango

Odoo Consultant

Functional consultant across implementations and the support book.

NairobiBillable
DN

Dennis Ndegwa

Functional ERP Consultant

Functional Odoo consultant, implementations and support.

NairobiBillable
DB

Deepali Bhatt

Odoo Consultant

Functional consultant across the client book.

NairobiBillable
PM

Prince Muhimpundu

Odoo Consultant

Functional consultant. Part of the July demand-generation restart.

NairobiBillable
WW

Wilson Wambugu

Odoo Consultant

Functional consultant, implementations and support.

NairobiBillable
LK

Louis Korir

Project Manager / Consultant

Drives project management on converted implementations and bills as a consultant in between. Part of the July demand-generation restart.

NairobiProject-based
ST

Sebastiaan Ton

Senior Odoo Consultant

Senior functional consultant on a freelance basis. Flexible senior capacity that scales with demand.

FreelanceRemote
noteengineering handover is covered by a paid 3–6 month transition from the outgoing Head of Engineering · roles per HR records, 24-07-2026
03
The evidence

A proven €45.5K/month base

Support has run at ~€45.5K a month with no downtrend, straight through a founder transition and six months without a sales push. That resilience is the point: this is the layer the price is built on, and the platform your AI strategy lands on.

€45.5K

Avg support / month

January–June 2026. €510–545K annualised, no downtrend.

€42.6K

External-only average

Excluding internal bookings. The base stands on external clients alone.

25+

Support clients

Largest is 23% of support, top five around 50%.

€80K/yr

Commission annuity

Odoo commissions run ~€7–8K/month. July already booked at €10.4K.

0

Clients lost

Zero support churn in invoicing through the transition. Fading accounts are offset by fresh conversions.

<1×

Price vs recurring base

At the asking price you pay less than one times the annualised support layer alone.

avg support €45.5K/mo 58.7 JAN 40.4 FEB 37.2 MAR 53.1 APR 43.6 MAY 40.2 JUN
Support (€K)Implementation & scoping (€K)

Source: posted journals, account 44000 Odoo Support, NL + KE entities, extracted 23 July 2026. July journals post at month-end. Timesheets already track July support at ~€33–37K.

Inside the book

The anchors are companies you know from your own market. The book renews itself: fading accounts are replaced by fresh conversions. That is a healthy portfolio, not an eroding one.

The anchors · H1 support billed

MMG Energy€62.6K

The largest relationship at 23% of support. Meaningful, not existential.

Masaka€20.7K

Ramped through Q2.

Mopo€18.3K

New. Converted from implementation in April.

TireWorld€18.4K

Long-standing account, currently tapering.

Moto Gari€11.7K

New. Converted in April.

Movement in the book

New in 2026

Mopo, Moto Gari, SECO, Jaff Optical. The conversion engine at work.

Fading

TireWorld and Kipharma taper. The monthly total still held. Churn nets out.

The tail

Twenty further accounts across sectors and entities: BasiGo, CHC Griffin, Hollanda Fairfoods, Spring Valley Coffee and more.

Data room

Per-client monthly detail, contract terms and notice periods ship in the pre-packed data room.

04
Full transparency

The decline, decomposed

Total invoicing fell from €113.6K (January) to €64.2K (June). We'll show you exactly where. Every euro of the decline is implementation. None of it is support.

113.6 JAN 103.1 FEB 108.8 MAR 105.8 APR 85.5 MAY 64.2 JUN the floor · support + commissions ≈ €53K/mo
SupportOdoo commissionsImplementation & scoping

June commission was not yet booked at extraction (July is already posted at €10.4K). Implementation fell €63.4K → €24.0K while the recurring layers stayed. Even at zero implementation, the floor is ~€53K a month.

Implementation fell €63K → €24K. Support did not move. A demand-generation gap, not client churn. The founders stopped selling in spring and nobody replaced the top of the funnel. That is the one input a buyer with a working sales engine fixes on day one. It is also why this book is worth more in your hands than in ours. And the decline is nearly exhausted by construction: the shrinking layer sits at €24K of a €113K peak, so roughly 80% of the possible decline is already behind us.

You pay for the floor. Everything above it is recovery you don't pay for.

July: the flow restarted

The Nairobi team relaunched demand generation without the founders: 56 new leads in July, with support tracking €33–37K for the month. The CRM now carries a tagged shortlist of 22 high-priority leads with real traction.

One dynamic to keep in view: every implementation signed from this flow before closing puts the team back to work and raises the price.

05
Day-one synergy

Ready capacity and a rate-card arbitrage

The team is fully occupied but under-billed: hours held at 1,700–1,860 a month while the billable share slid from ~55% to ~46%. That is 4–6 certified FTE, €70–90K/month of unsold capacity, ready for deployment from day one.

Today

The €480–510K support book is delivered at Advance Insight's cost base.

With the dealBlend your cost base in

Elewa-cost delivery under unchanged rate cards. No sales effort required. The contracts already exist.

The number€280–320K/yr

contribution on unchanged revenue.

Today

4–6 certified FTE sit idle. Lack of demand, not lack of skill.

With the dealPoint your demand at the team

Fill the available capacity from your own pipeline in months one to six. Recruiting cost avoided. Delivery capacity owned from day one.

The number+€300–400K/yr

high-margin revenue from capacity you already paid for.

Today

Elewa bills ~€60/hr in a price-competitive segment.

With the dealGraduate the rate card

Gold status plus five years of references prove €90/€125 willingness-to-pay in your own city. Your book migrates up and your Odoo commission tier steps with it. This is the layer you cannot build alone.

The number~€200–250K/yr

margin on just 25% of your book migrating.

Two points we raise proactively

The concern

Acquired salary packages sit above Elewa scale.

The read

That gap is your retention mechanism. Leave acquired packages untouched for 12 months and bring new hires in at your own scale. The premium buys the continuity the whole case rests on.

The concern

"Won't the acquired book reprice down to €60?"

The read

The €90/€125 rate card survived five years of Kenyan market pressure and a founder exit. Proven pricing beats aspirational pricing, in both directions.

06
Strategic assets

What transfers with the shares

Beyond the book and the team: the assets that change what the combined firm can charge, and where it can operate.

A1

Tax-authority IP, owned

ZRA Smart Invoice (Zambia), RRA EBM (Rwanda), URA EFRIS (Uganda). Mandatory compliance layers, built and deployed by this team, IP confirmed ours.

Three-country market access in one transaction, plus per-client reuse revenue. The full IP register (repositories, ownership basis, deployment counts) ships in the data room.

A2

A pre-loaded AI channel

Your stated strategy is AI services. This deal comes with 25+ trusted support accounts: a warm distribution channel for that strategy, with the customer relationships already in place.

A3

A team already building AI

Client portal product (~230 hours invested), CRM AI Action List, AI Notification Reports, automatic task status updates. You are buying a team already moving in your direction, not one that needs converting.

A4

Gold status & references

Odoo Gold partner status transfers with the shares: 46 references, 14 certified experts (v17–v19) across agriculture, retail, health and more, with an average project of 48 users and the largest at ~400.

Measured by users under management (references × average project size), that is ~2,200 users, about three times the next Kenyan partner. A profile that takes years to build, active from day one. The commission tier steps with combined volume.

sourceodoo.com partner listings · July 2026 · user base = references × average project size
07
For your investors

Worst case, base case, best case

The investment case in one line: worst −€130K · base +€300K/yr with payback under two years · best, the purchase price back annually. Asymmetry of at least 1 : 3.

Worst
−€100–150K

Needs two independent failures

Support collapse and zero AI upsell, together. Even then the ~€80K/yr commission annuity alone returns €150–180K under harsh decay. The cost base is exitable in about two quarters: KE contracts renew this year, there is no acquired management, and your own team absorbs the consultants.

Net maximum realistic loss: €100–150K over two years.

Base
~€247K/yr EBITDA

The continuation case, as-is

A team of eight runs the book as-is, including a €4K/month provision for engineering cover: ~€20.6K/month at ~36% margin. In your hands, engineering and back office fold into teams you already have: ~€350K/yr. Zero growth and zero upsell assumed.

At €400K that is ~1.6× standalone and ~1.1× in your hands, payback well under two years.

Best
€500–700K/yr

The three layers stack

Team filled, book blended, rate card graduated. The acquired unit runs at €500–700K EBITDA/yr by year two: the purchase price returned annually. The combined firm is re-rated as East Africa's premium Odoo partner.

Three ways to the same number

Support-only cut

The sceptic's floor: €150–180K/yr of current support contribution × 2.5–3 → €375–540K. The price sits inside the band even if you ignore everything else on this page.

In-your-hands EBITDA

€247K/yr standalone (engineering cover included) to ~€350K/yr in your hands → €400K = ~1.1–1.6×, payback well under two years.

Replacement cost

Two to three years and €300–500K of build losses to assemble this team, the Gold status and the book. You have been building exactly this since 2024. It is available in a single transaction.

The floor principle

The price sits inside the support-only band: you pay for the recurring floor. The implementation rebuild above it, with your sales engine on our July lead-flow, is upside you do not pay for.

08
Salaries & overhead

The cost base, line by line

€37.2K per month runs the entire continuation operation, including a €4K provision for engineering cover, and it sits almost entirely in the Kenyan entity. The Dutch holding runs at essentially zero once its office lease ends this autumn. Every line below is billable, shared, or exitable. The expensive management layer has already left the run rate.

People · €29,614/mo

Consulting team5 certified Odoo consultants, Nairobi
€17,050
Billable

The delivery team and the support engine in one line. Bills at €90/€125 once demand arrives. Standard KE contracts, renewing this year.

Delivery leadPM & support
€6,000
Billable

Runs delivery and the client relationships post-close. Retention package planned. Largely billable.

Project managementconversion-contingent
€0
Flexible

Project management is staffed when implementations convert and bills to those projects. Not a fixed layer: one delivery lead, no second management line.

Engineering coverprovision: one strong or two standard developers
€4,000
Absorbable

Replaces the outgoing engineering capacity. AI tooling shrinks the need, and your own engineers already have the skills. They only need Odoo, which they are already learning.

Employment on-costswork permits, KE statutories, health cover
€2,564
Scales

Moves one-to-one with headcount. No fixed layer underneath.

Overhead · €7,604/mo

RentNairobi office
€2,980
Synergy

Co-locating with your office removes most or all of this line. Annual lease.

Software & tooling
€1,156
Synergy

Partial overlap with your own stack. The overlap saves from day one.

Marketing
€867
Exitable

Discretionary. Yours to redirect or stop.

Travel
€867
Exitable

Client-driven and discretionary.

External consultancy
€578
Exitable

Ad hoc. No running contracts.

Office & other
€1,156
Scales

Day-to-day running costs of the Nairobi operation.

Already removed or ending · −€30.8K/mo of fees and NL overhead

Founder fee
€10,000
Removed

Stepped back in July 2026. Already out of the run rate before this process began.

CEO fee
€10,000
Removed

Does not transfer. Client relationships are handed over before closing.

Head of Engineering fee
€6,800
Removed

Does not transfer. A paid 3–6 month transition is available for continuity.

NL office rentDutch holding
€4,000
Ends Oct–Nov

The lease terminates October–November 2026. After that the Dutch holding carries essentially no monthly cost.

Finance & admin
€0
Absorbed

Folds into your existing back office. Together with the engineering absorption, this carries the €247K to ~€350K bridge.

The arithmetic

Run rate

€57.8K/mo continuation income − €37.2K/mo cost base → €20.6K/mo EBITDA. The continuation case from section 07, built bottom-up, engineering cover included.

Synergies

Rent, software overlap and back-office absorption lift the same book toward ~€350K/yr in your hands. None of it requires new revenue.

Exitability

KE contracts renew this year, there is no acquired management, and severance exposure is minimal. In the downside case the operation right-sizes in about two quarters.

Headroom

Until 2026 this book carried €26.8K/mo of management fees, including two €10K founder and CEO fees, on top of the cost base above. That capacity is margin in your hands.

09
Financial position

The balance sheet, 30 June 2026

Unaudited consolidated figures, NL + Kenya, per 30 June 2026, shown before the clean-up we are booking ahead of due diligence. These numbers will be refined as the audit progresses. No rights derive from this page: see the disclaimer.

Assets · €382.0K

Cash & banks
€25,056
Transfers

Held across NL and KE accounts. Cash at the locked-box date transfers with the company.

Receivables
€105,465
Collecting

€42K of this was collected in the first three weeks of July. Genuinely overdue: €7.7K in total.

Work in progressproject balances
€64,312
True-up

Being trued per project against deferred income ahead of DD, with conservative write-downs where warranted.

Deposits & guarantees
€52,313
Recoverable

Office deposits (the NL lease ends around closing) and client performance guarantees tied to project acceptance.

Other current assetstax credits, prepaid costs, clearing accounts
€85,016
Clean-up

Includes KE withholding-tax credits and prepaid costs. Part of the conservative clean-up.

Fixed & non-current assets
€49,855
Transfers

Equipment and software at net book value, plus participation and small loans.

Liabilities · €231.7K

Deferred income
€120,453
Nets WIP

Prepaid project and support positions, largely the mirror of work in progress. Trued in the same exercise.

Trade payables
€73,862
Current

€49.7K still open today. Related-party balances inside it are settled before closing.

Payroll & statutory
€36,416
Normal course

Salaries, holiday allowance and KE statutory positions on the normal monthly cycle.

Other current, netVAT position and accrual residues
−€44,081
In our favour

The net VAT position is a receivable (claimable exceeds payable). Accrual residues are being cleared.

Shareholder loan
€45,000
Settled

The only debt line in the group. No bank debt anywhere. €5K repaid in July (€40K outstanding today), remainder settled at closing.

Equity · €148.4K per books

Equity per 30 June 2026
€148,440
Positive

Consolidated NL + KE, unaudited.

Planned clean-upbooked before the locked-box date
−€50,000
In progress

Maximum envelope for conservative write-downs: aged project balances, old tax credits, clearing accounts.

Pro-forma equity after clean-up
~€100,000
Positive

The company you acquire carries positive net assets, cleaned by us before due diligence starts.

What the balance sheet says

No bank debt

The only debt is the shareholder loan (€45K at 30 June, €40K today), settled at closing. Everything else is normal working capital.

Collections work

€42K of the 30 June receivables was collected within three weeks. Total genuinely overdue: €7.7K.

Conservative by construction

Prepaid income on the books exceeds unbilled work, and the clean-up is booked on our side, before due diligence.

Profitable through the transition

H1 2026 closed at +€66K net for NL + KE combined, founder transition included.

10
Straight answers

The risks, addressed

Every question below is one we would ask in your seat. Short answers here, evidence in the data room. If we missed one, ask it in meeting one.

Is the recurring revenue actually recurring?

Fair question: much of the base bills monthly rather than on multi-year paper. What we can show: the base held €40–45K/month through a founder exit and six months without a sales function, 25+ clients have paid it for years, and invoiced support runs slightly above logged hours, which is retainer behaviour, not loose time-and-material.

A per-client contract audit (term, notice period, auto-renewal, change-of-control) is running now and lands in the data room.

Aren't we paying for our own synergies?

No. The price is anchored on what exists today: €150–180K/yr of current support contribution at 2.5–3× gives €375–540K before a single synergy. The group also closed H1 2026 at +€66K net. The arbitrage in section 05 explains why the asset is worth more in your hands than in ours. It is the upside case, not the price.

Revenue halved this year. Where is the bottom?

Decompose it. Of the €113.6K January peak, ~€53K was recurring (support plus commissions) and never moved. The entire decline sits in implementation, which is now at €24K and can only reach zero: roughly 80% of the possible decline is already behind us. Even at zero implementation the company runs at ~€50K a month.

Support swings month to month (a €37–59K band) without trending, and the July lead-flow restarts the one layer that fell. You price the floor. You rebuild the rest.

Does it actually run without the old leadership?

It already does. The founders stepped back in stages through H1 2026 and the machine kept its pace: 1,700–1,860 hours logged every month, June the highest of the year, support unmoved, and the July lead-flow rebuilt by the Nairobi team on its own.

For engineering continuity, a paid 3–6 month transition from the outgoing Head of Engineering is available, and the delivery lead transfers with a retention package. The continuation numbers already include a €4K/month provision for engineering cover, a need your own engineers largely fill.

How exposed is the book to its largest client?

The largest client is 23% of support, the top five about 50%, and twenty-plus further accounts carry the rest. For a firm this size that is genuinely diversified. The CEO personally warm-holds the top relationships until closing, and handover happens jointly with you.

Why buy the company instead of hiring the people?

Hiring gets you salaries. It does not get you the support contracts and their cashflow, the €80K/yr commission annuity, the Gold status and its commission tier, the tax-authority IP, or 25+ client relationships, and it adds one to two years of rebuilding delivery credibility. The transaction hands you all of it, running, on day one.

What state are the books in?

Honest answer: unaudited and being cleaned, by us, before you look. We are booking a conservative write-down of up to €50K ahead of due diligence, the audit is running, and section 09 shows the balance sheet before that clean-up. No bank debt, positive equity after the clean-up, and receivables that collect.

How real is the tax-authority IP?

Real, ours, and in production: ZRA Smart Invoice (Zambia), RRA EBM (Rwanda), URA EFRIS (Uganda). We present it as market access and reuse revenue, deliberately not as a valuation pillar. The register (repositories, ownership basis, deployment counts per country) ships in the data room.

Why sell, and why now?

Douwe and Tabitha started new chapters this year. Rather than run the company founder-light through 2027, the four shareholders decided, unanimously, to choose its next owner now, while the base is at its peak and the team certified and intact. Selling from strength beats selling from fatigue two years later, for us and for the buyer.

Will the team stay?

The packages are the glue: acquired terms stay untouched for twelve months and sit above local scale. A retention pool for key people is part of our closing plan, and the delivery lead transfers with a retention package. What the team is missing today is not a reason to leave, it is demand, and demand is what you bring.

What do clients hear, and when?

Nothing until signing. Until then the collaboration reads externally as a partnership that adds delivery capacity, which is also simply true. At signing we announce jointly, with the warm handover of the top relationships already done. No announcement gap, no vacuum.

11
The terms

The offer and the calendar

Deliberately simple: one number, all cash, one calendar. Every clause we leave out shortens the path to closing.

€400Kfor 100% of the shares. All-cash, and roughly €50–100K below the expected outcome of an open process. Deliberately.
Structure

All-cash at closing. No earnout, no vendor loan, no deferred tranches to negotiate.

Mechanism

Locked-box per 31 August 2026. The €40K shareholder loan is settled from company cash at closing.

Validity

Until 15 October 2026. After that the open process starts at €500K, and that number rises as the July pipeline converts into work for our own team.

Process

LOI within two weeks of acceptance, then three weeks of exclusivity for confirmatory due diligence only. No price retrade absent a discovered material issue.

Why the discount

For named reasons: fit (lowest integration risk for team and clients), all-cash simplicity, and the value of speed to us. The discount expires with the validity date.

Terms in writing · Aug
LOI + exclusivity · early Sep
Confirmatory DD done
15 Oct · offer expires
Signed · 31 Oct
today
How the process stays short

Confirmatory DD runs from a pre-packed data room: support contracts, audited figures, IP register, continuation model. Two to three weeks for a local, all-cash buyer.

The SPA is locked-box with one warranty cap and a small escrow. Twenty pages, not eighty.

Meeting one is about fit and the delivery collaboration, not price. The terms above follow in writing once we've spoken.

Advance Insight × Elewa
The base is proven. The team is ready. The timeline is set.

Same city, same ambition, and the lowest possible integration risk for team and clients. We look forward to the conversation. Talk to Douwe van Loenen, deal lead, mandated by all four shareholders.

Advance Insight B.V. · confidential · draft v1 Numbers: Odoo actuals, extracted 23-07-2026 · no rights derive from this page · full disclaimer
12
Basis of preparation

Disclaimer

This page is a confidential draft prepared by the shareholders of Advance Insight B.V. for discussion with a selected party. It is informational only.

Please read this as follows

No rights can be derived from this page or from any figure, statement or projection on it.

This is not an offer capable of acceptance. Definitive terms exist only in a signed share purchase agreement between the parties.

Figures can and will change. All numbers are unaudited management figures per the dates stated. The balance-sheet clean-up, the audit and the monthly closings are in progress and will refine them.

Due diligence is required. Any transaction remains subject to confirmatory due diligence, corporate approvals and definitive documentation.

Confidential. Please do not distribute or copy any part of this page without written consent.

Advance Insight B.V. · draft v1 · 24 July 2026