Advance Insight · confidential · prepared for Elewa · 3 August 2026 · disclaimer

Advance Insight B.V.

Odoo Gold partner, Nairobi and the Netherlands. The shareholders have decided to sell, and we are coming to you.

This page holds the information behind that conversation: what the company is, who the team is, what the numbers have done over five years and this year, what the cost base looks like, and the terms we propose. The figures on this page come from our own Odoo administration.

The audited statements (2021 to 2025) are available on request. Where something is uncertain or still being cleaned up, we have included that in the document.

Where we stand

All four shareholders have decided to sell. Douwe stepped back from the operational role in July 2026.

We are speaking with Elewa only, and would run the negotiation exclusively with you.

We aim to sign by the end of October 2026.

Figures are Odoo actuals: five years to 2025, plus January to June 2026. Audited through 2025, management accounts for 2026.

01
What you would acquire

The company

Odoo Gold partner with five years of delivery experience across East Africa. Two entities, one transaction. One founder has stepped back. The CEO and the Head of Engineering are still in place and hand over at closing. The delivery organisation and everything around it stays intact.

Netherlands · holding Advance Insight B.V.

The entity you buy. No employees and no major recurring cost. It holds two freelance contracts (senior consulting and engineering) and the NL office lease (€4K/mo), until 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.

Shareholders (each via a personal holding): Douwe van Loenen 35% · Tabitha Gerrets 25% · Peter Bleeker 20% · Sjoerd Herms 20%. All four mandate this transaction.

01.1

The delivery team

Certified Odoo consultants in Nairobi. The team came through the founder wind-down intact and held the support book at €45.5K a month across the first half. Outgoing leadership fees (≈€16.8K/month: CEO €10K and Head of Engineering €6.8K) are out of the continuation run rate. The CEO role is not needed to run the company as it stands. Engineering is: section 08 carries €3,400 a month for the outgoing Head of Engineering at 50%, alongside an engineer from your own team. The Head of Engineering stays through the end of 2026 either way, and is available beyond that for as long as you want him. Flexible, not a fixed handover window. Continuity at CEO level can be arranged separately if you want it.

sourceHR records and payroll · 24-07-2026 · support per posted journals, account 44000
01.2

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%.

sourceOdoo posted journals · account 44000 · NL + KE entities
01.3

From implementation to support

Completed implementations become recurring support. Mobile Power, Moto Gari and SECO all converted in April–May 2026.

sourcethree implementation→support conversions Apr–May 2026
02
The people

The team that transfers

Certified, Nairobi-based, intact through the transition. 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 push. 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 push.

NairobiBillable
WW

Wilson Wambugu

Odoo Consultant

Functional consultant, implementations and support.

NairobiBillable
LK

Louis Korir

Project Manager / Consultant

Project management on converted implementations, billing as a consultant in between. Part of the July demand-generation push.

NairobiProject-based
ST

Sebastiaan Ton

Senior Odoo Consultant

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

FreelanceRemote
notethe Head of Engineering stays through the end of 2026 and is available beyond that on a flexible basis · roles per HR records, 24-07-2026
03
2021 – 2025

Five years of growth

Revenue has risen every single year since the company started: €164K to €1.36M, a little over eight times in four years, and 26% a year compounded across the last three. Consolidated NL and Kenya, inter-company eliminated.

€164K €680K €849K €1.04M €1.36M 2021 2022 2023 2024 2025 start +316% +25% +22% +31%

Revenue by financial year, with year-on-year growth. 2021 was the first, part year of trading, which is why 2022 shows the step it does. The three years since have compounded at 26%.

Consolidated performance, 2021 – 2025

€ · NL + KE consolidated20212022202320242025
Revenue163,509680,269848,9011,039,6671,362,984
Year-on-year growth+316%+25%+22%+31%
Gross profit46,963169,013246,489219,632318,804
Gross margin28.7%24.8%29.0%21.1%23.4%
EBITDAoperating result before FX, interest, tax and depreciation17,84127,02076,92625,79618,024
Management fees inside the aboveshareholder fees, account 6102058,000136,592180,000240,000240,000
Of which shareholder marginhalf, the other half paid for billable work29,00068,29690,000120,000120,000
Adjusted EBITDA46,84195,316166,926145,796138,024

What it earns without the shareholders in it

The company was built to grow, not to distribute. Reported EBITDA looks thin because the P&L carries the shareholders' own management fees, €240,000 a year in 2024 and 2025. Not all of that was margin: the shareholders also ran client work, and those hours are in the revenue above. We assume half of the fees paid for real billable work and half was shareholder margin that could have come out without the business noticing. On that basis adjusted EBITDA has run at €167K, €146K and €138K across the last three years. That line moved with decisions rather than with the business: 2024 alone carried at least €40K for taking the entire team to Odoo Experience in Brussels. Owner choices, made while the company was growing, and they stop when the owners do. The billable half is covered going forward by the team priced in section 07, and the fees themselves do not transfer.

This table is drawn from our own Odoo administration on a consistent basis year to year, and stated conservatively: inter-company income is eliminated in every year, and where two extracts disagree we have used the lower figure. Audited financial statements for both entities through 2025 are available on request.

04
Recurring revenue

The support base

Support has run at about €45.5K a month over the first half of 2026, €42.6K of it from external clients, through the founder wind-down and a market where large implementations dried up.

€45.5K

Average support / month

January–June 2026. Annualised that is €546K, or €511K counting external clients only.

€42.6K

External clients only

The same average with our own internal projects (R&D and internal admin) stripped out: €2.9K a month.

25+

Support clients

Largest is 23% of support, about 10% of total income. Top five around 50% of support.

€7.6K

Odoo commissions / month

€53,400 over the first seven months of 2026. Odoo pays when a client signs and settles, so this moves with new business rather than with the support book.

€37–59K

Monthly range

The band across Jan–Jun. Support moves month to month without a trend.

€273K

H1 support billed

January–June 2026, NL + KE combined. Ties to the monthly P&L in section 05.

58.6 JAN 40.4 FEB 37.2 MAR 53.1 APR 43.5 MAY 40.1 JUN
Support (€K)Implementation & scoping (€K)Average support €45.5K/mo

Source: posted journals, account 44000 Odoo Support, NL + KE entities, extracted 23 July 2026. July journals post at month-end. July timesheets tracked support at €33–37K, and commissions stand at €53,400 for the first seven months of the year.

Inside the book

The five largest support relationships in the first half of 2026, and how the book moved this year.

The largest accounts · H1 support billed

Mount Meru Group€62.6K

The largest relationship, at 23% of support.

Masaka Creamery€20.7K

Ramped through Q2.

Tire World€18.4K

Long-standing account, currently tapering.

Mobile Power€18.3K

Converted from implementation in April.

Moto Gari€11.7K

Converted from implementation in April.

Movement in the book

New in 2026

Mobile Power, Moto Gari, SECO, Jaff's Optical House.

Natural churn

A few accounts tapered or ended, as in any support book. The monthly total held, and it held because conversions replaced what faded: Mobile Power and Moto Gari came in from implementation in April and are together about €10K a month of the June figure. Per-client monthly history from January 2025 is in the data room.

The tail

Twenty further accounts across sectors and entities, BasiGo and Hollanda Fair Foods among them.

Data room

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

05
Full transparency

Where the revenue moved

Client invoicing fell from €113.6K in January to €74.7K in June. January flatters that line, because it was also support's best month of the half. Measured against the H1 average, which is the fairer test, June is €23.9K lower and implementation is 85% of the gap.

113.6 JAN 103.1 FEB 108.8 MAR 105.7 APR 85.6 MAY 74.7 JUN
SupportOdoo commissionsImplementation & scopingSupport + commissions ≈ €53K/mo

Client invoicing only, so grant income sits outside these bars. That is why the monthly P&L below shows a higher total for January through May: it includes the grants. Implementation fell €63.4K to €24.0K while the recurring layers stayed, and June's support plus commission came in at €50.6K. The recurring layers averaged €54K a month across H1. Section 08 models them at €45K, deliberately lower.

Implementation fell €63K → €24K. It is 85% of the gap. First, the comparison. January to June looks like a €38.9K fall, but €18.5K of that is support coming off its best month of the half (€58.6K against a €45.5K average) rather than any trend. Against the average, June is €23.9K light: implementation €20.4K of it, support €5.4K, and commissions actually up €1.9K. Implementation is the story, so take it apart. It peaked at €63.4K in March and was €24.0K in June, a fall of €39.3K. About half of that is capacity that left and took its cost with it: two NL-based consultants went during the year, each carrying a €10K monthly target, the same target the Kenyan team runs, so €20K a month of billing capacity came out of the implementation line. They were also the two most expensive people in the company, so losing them lifted margin on what remains: the same €90 hourly rate at a fraction of the employment cost. The founder is a separate step and a later one. He billed about €10K a month and cost about €10K a month in fees, and he was still in post through June, so that change lands from July and it lands on both sides of the P&L at once. The consultants were also the two most expensive people in the company, so losing them lifted margin on the work that remains: the same €90 hourly rate at a fraction of the employment cost. Separately, and outside these bars, about €9K a month of grant income ran until May, matched one-for-one by grant-funded salaries, so that netted to zero as well. The rest is the market. We did not stop selling and we have not stopped since, but larger implementation projects dried up, and that is where the volume used to sit. Of the €63.4K of implementation billed in March, €24K is left: 62% of the possible decline measured from that peak, or 46% measured against the H1 average of €44.5K. Either way what is still exposed is €24K a month.

The monthly P&L, January – June 2026

€ · NL + KE consolidatedJanFebMarAprMayJunH1
Odoo Implementationincl. scoping46,84354,13763,35344,88533,50024,032266,750
Odoo Support58,64840,40337,18353,07343,52440,141272,972
Commission Received8,0878,5568,2427,7638,53010,50151,679
Grantsincl. R&D product income & corrections11,0537,9216,6669,6019,922045,163
Total income124,631111,017115,444115,32295,47674,674636,564
Team & employmentsalaries, management fees, statutory and outsourced work88,02180,16477,09775,77380,63268,540470,227
Operating expensesrent, marketing, software & admin25,83414,96012,77617,04220,83319,742111,187
EBITDA10,77615,89325,57122,507−5,989−13,60855,150
FX, interest & depreciationnet5,325−1,113−1,014271−50−1,7291,690
Net result16,10114,78024,55722,778−6,039−15,33756,840

Summarised from the posted general ledger, NL + KE, extracted August 2026. Implementation includes scoping. Grants includes grant income, R&D product income and related corrections. EBITDA is the operating result before FX, interest and depreciation. Commissions are as posted and lumpy by nature: Odoo pays when a client signs and settles, so June came in at €10.5K and July at €1.7K, together €6.1K a month across the pair. Seven months of 2026 stand at €53,400. The May and June results still carry €30.8K a month of fees and office cost that does not transfer. Section 07 prices the continuation cost base at €39.7K/month.

Why we hold implementation at €15K

Implementation is the layer that fell, and we will not dress that up. It averaged €52.3K a month across 2025, €44.5K over the first half of this year, and bottomed at €24.0K in June. The base case in section 07 assumes €15K. That is under 30% of last year's run rate and below every month in the table above. One caveat we would rather give you than have you find: those months each carry about €10K of billing from the founder, which stops in July. Like for like, June was about €14K, so €15K sits at the level of the last month rather than below it. It is the number we would defend, not the number we would like.

One more thing worth saying, because it is part of the picture. We are not the only partner seeing this. Others we speak to report the same, particularly on larger implementation projects. We have no confident explanation for it, and we have assumed no market recovery at all in the base case.

€52.3K

2025 average / month

Implementation and scoping, €627K across the year.

€44.5K

H1 2026 average

January to June, still three times the assumption.

€24.0K

June 2026, the low

The trough so far, with all the lost capacity out of the numbers.

€15K

What the base case assumes

Under 30% of the 2025 run rate, and below June.

€100K

Quoted and pending

Work out with clients now, waiting on their decision. Nearly seven months of the assumption.

22

High-priority leads

Tagged in the CRM with real traction, out of 56 new leads in July.

July: the funnel is filling

The Nairobi team now runs demand generation on its own: 56 new leads in July, in a holiday month where timesheets still tracked €33–37K of support. Every one of those leads is implementation work, which is the layer that has to be rebuilt. One signed project every one to two months clears the €15K.

06
Beyond the book and the team

What transfers with the shares

Four things come with the company besides the client book and the people.

06.1

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.

Market access in three countries, plus per-client reuse. The IP register (repositories, ownership basis, deployment counts) sits in the data room.

06.2

Gold status & references

Odoo Gold partner status transfers with the shares: 46 references and 14 certifications on the odoo.com listing (v17–v19) across agriculture, retail, health and more, with an average project of 48 users and the largest at ~400. Across those 46 published references, about 2,200 users in total (references × average project size). That is the reference base, not the live support book.

The per-person certification register of the transferring team sits in the data room.

06.3

The scoping & implementation methodology

A fully worked-out way of running Odoo projects: the scoping process, phase and task structure, estimation and acceptance criteria, and the templates behind them. It is what makes a fixed-scope implementation predictable, and it transfers with the company.

Since we adopted it, project overruns came down sharply and upsell on running projects went up. It is directly reusable on your own delivery.

06.4

Internal product work

A client portal product (~230 hours invested), a CRM AI action list, AI notification reports and automatic task status updates, all built by this team alongside client work.

sourceodoo.com partner listings · July 2026 · users under management = references × average project size
07
Salaries & overhead

The cost base, line by line

€40,000 a month runs the whole operation, including a €4K provision for engineering cover. The employment cost sits in the Kenyan entity. The Dutch holding carries only two freelance contracts and its office lease, which ends this autumn.

People · €32,114/mo

Kenya delivery teamsix people, including employment on-costs
€25,614
Billable

Five certified Odoo consultants and the delivery lead, plus work permits, KE statutory contributions and health cover. Bills at €90/€125 per hour. Two contracts are open-ended, the rest run on fixed one-year terms. The delivery lead runs the client relationships after closing and transfers with a retention package.

Project managementoptional, the PM / consultant in section 02
€0
Optional

Not in the run rate: he runs converted implementations and bills to those projects. If you would rather have a dedicated project manager on the team from day one, worth considering if you have no strong PM of your own, he is available for that role. The cost then moves into the fixed base.

Senior consultantfreelance senior, invoiced monthly at €60 an hour
€2,500
Flexible

Freelance contract under the Dutch holding, currently running two implementations. Scales up or down with the work, with no notice period to carry.

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

Replaces the outgoing engineering capacity. Your own engineers already have the skills. What they would need is Odoo.

Overhead · €7,604/mo

RentNairobi office
€2,980
Overlap

The Nairobi office. There is no formal lease in place, so where the team sits after closing is your call, and this line moves with that decision.

Software & tooling
€1,156
Overlap

Partial overlap with your own stack.

Marketing
€867
Discretionary

Yours to redirect or stop.

Travel
€867
Discretionary

Client-driven.

External consultancy
€578
Discretionary

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

Founder fee
€10,000
Removed

Stepped back in July 2026. Already out of the run rate.

CEO fee
€10,000
Removed

Out of the continuation run rate. The company as modelled here runs without it, and the client relationships are handed over before closing. If you want continuity at that level afterwards, that is available and arranged separately, at your cost.

Head of Engineering fee
€6,800
Removed

Out of the continuation run rate. He stays through the end of 2026 regardless, and longer if you want him, on a flexible paid basis rather than a fixed transition period.

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

The lease terminates October–November 2026. After that the Dutch holding carries only its two freelance contracts.

Finance & admin
€0
Absorbable

Assumed to fold into an existing back office. If you would rather keep local finance support, the current accountant is available to you.

What this cost base is

What this is

A continuation cost base: what the delivery organisation costs once the leadership fees and the Dutch office are out. It is deliberately not the June actual, which still carried both. Section 08 turns it into a full projected P&L under your ownership.

Exitability

KE contracts renew this year, two are open-ended and the rest run on fixed one-year terms. There is no acquired management layer and severance exposure is minimal. In a downside case the operation right-sizes in about two quarters.

08
Projected monthly P&L

The company in your hands

The same business from November 2026, assuming we close in October, under your ownership. Fully staffed: this carries real engineering cover, a project manager and part-time finance rather than provisions, so it is a month you could actually run rather than a best case.

Projected P&L, from November 2026

€ · NL + KE consolidatedPer monthAnnualised
Odoo Implementation15,000180,000
Odoo Support40,000480,000
Commission Received5,00060,000
Total income60,000720,000
Consultingfive Nairobi consultants plus the freelance senior at eight hours a week19,300231,600
Engineering€3,400 for the outgoing Head of Engineering at 50%, €3,400 for one engineer from your side, costed here rather than assumed free6,80081,600
Management & adminthe delivery lead, plus part-time finance7,50090,000
Project managementan experienced PM at half time, the other half available for your own projects2,00024,000
Other employmentwork permits, KE statutories, health cover3,50042,000
Total salaries & employment65% of income39,100469,200
Gross margin20,900250,800
Rent2,50030,000
Marketing1,00012,000
Office1,00012,000
Software1,50018,000
Other expenses1,00012,000
Total expenses12% of income7,00084,000
EBITDA23% of income, before tax, interest and depreciation13,900166,800

How overhead gets from €18.5K to €7.0K

€ per monthH1 2026 actualFrom NovemberChange
Rentthe NL office lease ends Oct–Nov, Nairobi remains8,0722,500−5,572
International travelfounder and NL travel, gone with the founder2,5470−2,547
Software & licencessmaller team, and overlap with your own stack2,4471,500−947
Marketingdiscretionary, and yours to set1,8361,000−836
Office, admin, local travel, legal, ad-hoc consultancy3,6292,000−1,629
Total overhead18,5317,000−11,531

H1 2026 per the posted general ledger, accounts 71000 to 79900, NL + KE. The reduction is not a target: €4,000 of it is the Dutch lease, which ends on its own date, and €2,547 is travel that left with the person who did it. Nairobi rent runs at €4,072 in H1 and is carried forward at €2,500 on a smaller footprint. There is no formal lease there, so where the team sits is your call and this line moves with it.

From the section 07 cost base to this one

€ per monthChangeRunning
Section 07 cost basethe company as it runs today, without the leadership fees39,718
Project manager addedhalf time, not in the current base at all+2,00041,718
Part-time finance addedkept in place rather than assumed away+1,50043,218
Engineering at real cost€6,800 instead of the €4,000 provision+2,80046,018
Payroll detailper-person build rather than the grouped line+68646,704
Overhead€7,000 here against €7,604 there−60446,100
This projection46,100

Section 07 is the leaner number and this one is the number we would actually run on. Every step here adds cost, none removes it. If you prefer the section 07 base, EBITDA is €6,382 a month higher than shown above.

Where each line comes from

Support €40K

The comparison that matters is external clients only: €42.6K a month in H1, because the €2.9K of internal project bookings does not transfer. We model €40K against that, so the cushion is about 6%, not the 12% the headline average would suggest. July, the East-African holiday month, tracked lower on timesheets. That month posts at month-end and we will send it as soon as it does.

Implementation €15K

Against €24K in June and €44.5K a month over H1. Section 05 sets out why this holds, and it is the one line that needs new work: about one signed project every one to two months.

Commissions €5K

Against €53,400 booked over seven months, roughly €7.6K a month. Again set below actual.

Engineering €6,800

Not a provision. The outgoing Head of Engineering stays on at 50% on a freelance basis, alongside one engineer from your own team.

Project management €2,000

An experienced project manager at half time. The other half of his time is available for your own projects and would be costed there, so this line covers our delivery and leaves you capacity you can use.

Admin €1,500

Part-time finance kept in place rather than assumed away, so the entity keeps its own books through the transition.

Your management input

This projection assumes the delivery lead is backed by management from your side. He runs delivery and the client relationships day to day, but not the commercial and strategic layer on his own. That input is not costed in this P&L, because it sits with you.

Your own pipeline

This works in the other direction too. You are selling Odoo work now, including to larger prospects. With a certified delivery team behind you, a five-year track record and 46 published references, those conversations get easier and you can credibly bid for work you would have to pass on today. None of that is in the numbers above.

Upside not in here

No new clients beyond the implementation assumption, no rate-card change, no back-office absorption and no market recovery. Every one of those would land on top.

09
Straight answers

Questions and answers

The questions we would ask in your seat. Short answers here, the evidence in the data room. If one is missing, ask it in meeting one.

Why sell, and why now?

Douwe stepped back from the operational role in July 2026, and the founder-led phase is ending. Rather than run the company founder-light through 2027, the four shareholders decided unanimously to choose its next owner now, while the base is strong and the team certified and intact.

The honest fallback, so you can weigh it: if no terms are agreed, nothing winds down. The company continues lean and profitable, in the same order as the projection in section 08, with no bank debt. We would rather place it with the right owner, because inside a bigger firm the same operation is worth more than standalone.

Is the recurring revenue actually recurring?

Much of the base bills monthly rather than on multi-year paper. What we can show: the base averaged €45.5K/month through the founder wind-down and a year when large implementation work dried up, 25+ clients have paid it for years, and invoiced support runs slightly above logged hours, which is retainer behaviour rather than 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.

Revenue fell this year. Where is the bottom?

Take the H1 average rather than the January peak, because January was the best month on every line. June came in €23.9K below that average, and implementation is €20.4K of it, 85%. Support is €5.4K and commissions were up. Implementation itself peaked at €63.4K in March and is €24K now, so about 60% of the possible decline has already happened, and what is still exposed is €24K a month. Support swings inside a €37–59K band without trending. Section 08 models the recurring layers at €45K a month, below the €54K they averaged in H1.

Support swings month to month (a €37–59K band) without trending, and the July lead-flow is rebuilding the layer that fell.

Does it run without the old leadership?

Partly proven, partly still ahead of us, and worth being precise about. One founder has left, in July 2026, and the Nairobi team has run demand generation on its own since, while support stayed in its band. The CEO and the Head of Engineering are still in place. Neither transfers with the company, but neither disappears at signing either.

Engineering continuity is not on a clock: the Head of Engineering stays through the end of 2026 in any case, and is available beyond that for as long as you want him, paid and flexible. Independently of that, the numbers in section 07 already carry a €4K/month provision for permanent engineering cover.

None of the figures here assume any continuing role for the outgoing CEO. If you would rather keep continuity at that level for a period, it can be arranged separately. Your choice, and your cost.

How exposed is the book to its largest client?

Measured on H1 2026 the largest client is 23% of support and about 10% of total income. But the honest number is the one against the company you would actually run: on the €60K a month in section 08 it is roughly 17% of income and 26% of support, because implementation and grants shrink around it. Twenty-plus further accounts carry the rest. The CEO personally holds the top relationships until closing and hands them over jointly with you.

What state are the books in?

Audited financial statements exist for both entities through 2025 and are available on request. The 2026 figures on this page are management accounts, unaudited, because the year is still running. Ahead of due diligence we are booking a conservative clean-up on aged project balances, old tax credits and clearing accounts, rather than leaving you to find them. There is no bank debt anywhere in the group.

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) sits in the data room.

Will the team stay?

Acquired terms stay untouched for twelve months and sit above local scale. For the key people we propose a retention package: a bonus on top of salary, paid out only if they are still with the company an agreed period after closing (we suggest twelve months), funded from a pool sized at closing. It is the standard way to hold a delivery team through a change of owner, and the delivery lead is the first name on that list.

What the team lacks today is demand, not reasons to stay.

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.

10
The terms

The offer

One number, all cash. Every clause we leave out shortens the path to closing.

€350,000
What

100% of the shares in Advance Insight B.V., which includes the Kenyan operating company and everything in it.

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.

Net assets

The company transfers with at least €50,000 of equity. It stood at roughly €140K at 30 June. After the conservative clean-up we are booking ahead of due diligence we expect €80–90K at the locked-box date, and €50K is the floor whatever that clean-up finds.

Exclusivity

We are speaking with Elewa only. If you want to take this forward, we negotiate with you exclusively and start no parallel process while we do.

Timing

We aim to sign by the end of October 2026.

Process

LOI within two weeks of agreement in principle, then three weeks of confirmatory due diligence. No price retrade absent a discovered material issue.

The calendar

August

A first conversation about fit and the delivery collaboration, then terms in writing.

September

LOI and exclusivity, then confirmatory due diligence from the pre-packed data room.

October

SPA and signing, targeted for the end of the month.

How the process stays short

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

The SPA is locked-box, short and standard. Twenty pages, not eighty.

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

Contact. Douwe van Loenen, deal lead, mandated by all four shareholders.

Numbers: Odoo actuals, NL + KE · no rights derive from this page · full disclaimer
11
Basis of preparation

Disclaimer

This page is a confidential document 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.

Audited through 2025, management accounts for 2026. Audited financial statements exist for both entities up to and including 2025 and are available on request. The 2026 figures are unaudited management figures per the dates stated. 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. · 3 August 2026