Maad House Acquisition Summary

Acquisition Date: June 26, 2025 (Closing) Acquirer: Etsion Brands Ltd (Yohay Etsion) Status: Completed

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Element	Details
Purchase Price	£13,000
Hold-back	£1,300 (10%) for 90 days
Payment Method	Escrow.com
Governing Law	Israel (Tel Aviv Courts)

• At Closing: £11,700 released from escrow
• 90 Days Post-Closing: £1,300 hold-back released (subject to no breaches)
• Hold-back Release Date: ~September 24, 2025

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Acquired Assets

Digital Properties

Asset	Identifier
Domain	maad.house
Website	Full website and all content
Instagram	@maad.creative
Google Ads	Account ID: 248-221-5458
Asset	Details
Stripe Account	acct_1NJvFjBRd7bJrLpV
Subscriptions	All active customer subscriptions
Receivables	Outstanding invoices as of closing

• All intellectual property (designs, templates, processes)
• Customer lists and relationships
• Supplier/contractor relationships
• Goodwill and business reputation
• Trade secrets and know-how

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Current Financial Position (June 2025)

Monthly Recurring Revenue

Metric	Value
Current MRR	£360/month
Active Subscribers	5
Average Revenue/Subscriber	£72/month
Customer	MRR (GBP)	Since	Notes
Customer 1	£30	Jun 2023	Stable
Customer 2	£50	Aug 2023	Stable
Customer 3	£100	Sep 2023	Was £400, contracted
Customer 4	£30	Nov 2023	Stable
Customer 5	£150	Jun 2024	Largest current

• Peak MRR: £510/month (Dec 2023 - Feb 2024)
• Major Event: Customer 3 reduced from £400 to £100 in March 2024
• Recent Churn: One customer churned Nov 2024

Passive Income

• Hosting Services: ~$440/month (~£350/month)
• Nature: Recurring, minimal effort

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Freelance Retainer Arrangement

Terms

Element	Details
Provider	Molly Hill (Seller)
Hours	15 hours/week
Rate	£1,200/month
Duration	6 months from closing
End Date	~December 26, 2025

• Design services continuity
• Client relationship handover
• Knowledge transfer
• Quality assurance during transition

Important Notes

• Retainer is separate from purchase price
• Hours are non-cumulative (use it or lose it)
• Covers design work, not business strategy

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Legal Protections

Non-Compete Clause

• Duration: 1 year from closing
• Scope: Worldwide
• Restriction: Cannot compete in design agency services

Non-Solicitation Clause

• Duration: 2 years from closing
• Scope: Worldwide
• Restriction: Cannot solicit customers, employees, or contractors

Representations & Warranties

• Seller warrants clear title to all assets
• No undisclosed liabilities
• Accuracy of financial information provided
• Valid and transferable customer contracts

Indemnification

• Seller indemnifies against pre-closing liabilities
• Hold-back provides security for breaches
• Standard survival periods apply

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Business Profile

Positioning

"Award-winning full-service design agency" based in Leeds, UK

Services Offered

1. Branding - Logo, identity systems, brand guidelines 2. Web Design - Custom websites, UI/UX 3. Print Design - Marketing collateral, packaging 4. Wayfinding - Signage and environmental graphics

Target Market

• UK SMBs (primary)
• Hospitality sector (strong portfolio)
• Professional services

Notable Clients (Historical)

• Byron Burgers
• Linkilaw
• Forecourt Eye
• Mother Clucker

Competitive Advantages

• 3+ year client relationships (~10 long-term clients)
• Award-winning portfolio
• Full-service capability
• Established brand presence

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Market Context

UK Design Agency Market (2024)

Metric	Value
Market Size	£12.4B turnover
Companies	12,600+
YoY Growth	21.8%

1. Niche Positioning: Hospitality vertical focus 2. Subscription Models: Retainer-based recurring revenue 3. International Expansion: Leveraging remote delivery 4. Passive Income: Scaling hosting/maintenance services

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Key Action Items

Immediate (First 30 Days)

• [ ] Verify all asset transfers complete
• [ ] Access all accounts (Stripe, Google Ads, Instagram, domain)
• [ ] Review all active client contracts
• [ ] Set up communication with existing clients
• [ ] Establish working relationship with Molly (retainer)

Short-term (30-90 Days)

• [ ] Audit all subscriptions and hosting arrangements
• [ ] Document all client relationships and history
• [ ] Assess service delivery processes
• [ ] Identify quick wins for revenue growth
• [ ] Monitor hold-back release date (Sep 24, 2025)

Medium-term (3-6 Months)

• [ ] Develop growth strategy (pricing, positioning, services)
• [ ] Evaluate freelancer retainer continuation post-December
• [ ] Implement operational improvements
• [ ] Consider niche positioning refinement

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Date	Event
June 26, 2025	Closing (completed)
September 24, 2025	Hold-back release (~90 days)
December 26, 2025	Freelance retainer ends
June 26, 2026	Non-compete expires

Tax & Compliance Notes

VAT Treatment

• B2B service between UK (seller) and Israel (buyer)
• Likely reverse charge mechanism applies
• Consult with tax advisor for Israeli VAT treatment

Ongoing Compliance

• UK business operations may require UK entity or registration
• Stripe account transfer may have tax implications
• Monitor client invoicing for cross-border considerations

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Document	Location
Signed APA	G:\My Drive\Business\Businesses\MAAD House\MAAD House - Signed APA.pdf
Strategic Analysis	G:\My Drive\Business\Businesses\MAAD House\MAAD House Strategic Analysis.pdf
MRR Metrics	G:\My Drive\Business\Businesses\MAAD House\1749641344-820953831745343-0011-5907_Subscription_metrics__monthly_2023-01-01_to_2025-06-11.csv

Document Location: G:\My Drive\Claude\Maad House\acquisition-summary.md