Our philosophy: we don't invest in ideas — we invest in brands that already sell, already renew, and are one operator away from scaling.

Audit Structure

The audit is organized in 6 phases, each led by a designated specialist agent under the Managing Director's orchestration. All phases run in parallel. Total audit duration: 10 to 15 business days.

Phase Focus Lead Agent
1Financial Health & ValuationWarren
2Brand & Consumer AnalysisCéline
3Supply Chain & OperationsNick
4Sales & DistributionZig
5Digital & E-CommerceDree
6Legal & Deal StructureEdouard + Codie

What We Examine

Phase 1

Financial Health & Valuation

Lead: Warren — "Margin of safety above all."


Financial Statement Analysis (3 years minimum)

  • Income statement: revenue trend, gross margin, EBITDA margin, SG&A as % of revenue
  • Balance sheet: working capital, debt-to-equity, asset quality
  • Cash flow statement: operating cash flow vs. net income, capex intensity, free cash flow

Cash Conversion Cycle

  • Days Sales Outstanding (DSO) · Days Inventory Outstanding (DIO) · Days Payable Outstanding (DPO)
  • CCC = DSO + DIO − DPO — benchmarked against industry and Vilna Gaon portfolio averages

Valuation

  • SDE multiple (for SMBs under €2M EBITDA)
  • DCF model with 3 scenarios: base, downside, upside
  • Maximum purchase price = intrinsic value minus 30% margin of safety

Red Flags

  • Declining revenue with no clear cause · Negative free cash flow · Customer concentration >30%
  • Owner-dependent revenue (key-man risk) · Off-balance-sheet liabilities

Deliverable: Financial Memo with valuation range, CCC analysis, and go/no-go recommendation.

Phase 2

Brand & Consumer Analysis

Lead: Céline — "Every purchasing decision is emotional first, rational second."


Brand Positioning Audit

  • Current positioning: what does the brand promise, to whom?
  • Brand distinctiveness: is the brand recognizable without the logo? (Distinctive Brand Assets audit)
  • Price positioning vs. perceived value (anchoring analysis)

Packaging & Sensory Audit

  • Shelf presence: does it stand out? (5-second test)
  • Cialdini compliance: does packaging trigger social proof, scarcity, authority?

Household Penetration Potential

  • Current penetration rate in target market
  • Distribution-weighted penetration vs. actual penetration
  • Trial barriers and switching costs

Deliverable: Brand Audit Report with positioning map, persona profiles, and marketing ROI assessment.

Phase 3

Supply Chain & Operations

Lead: Nick — "Cash is trapped in inventory. Free it."


Inventory Analysis

  • ABC/XYZ classification of full SKU portfolio
  • Inventory turnover ratio and days of stock
  • Dead stock and slow-mover identification (>90 days)
  • SKU rationalization opportunity: what % of SKUs drive 80% of revenue?

Supplier & Sourcing

  • Supplier concentration risk (single-source dependencies)
  • Lead times and OTIF (On Time In Full) reliability
  • MOQ constraints and their impact on cash

Operational Scalability

  • Can current operations handle 2× volume without proportional cost increase?
  • Technology stack: ERP, WMS, OMS — what exists, what's missing?

Deliverable: Supply Chain Diagnostic with inventory optimization roadmap and cost-saving opportunities.

Phase 4

Sales & Distribution

Lead: Zig — "You can have everything you want if you help enough people get what they want."


Revenue Structure

  • Revenue by channel: retail, wholesale, DTC, marketplace, export
  • Revenue concentration: top 5 accounts as % of total revenue
  • Seasonality pattern and promotional dependency

Retail & Distribution Footprint

  • Number of points of sale (POS)
  • Weighted distribution: which retailers, which regions?
  • Shelf position and share of shelf vs. competitors
  • Listing fees, promotional contributions, and retailer margin structure

Pricing Strategy

  • Pricing architecture: good/better/best tiering?
  • Trade margin structure: brand margin vs. retailer margin vs. distributor margin
  • Promotional frequency and depth (are promotions eroding brand equity?)

Deliverable: Sales Diagnostic with channel strategy recommendations and pipeline health assessment.

Phase 5

Digital & E-Commerce

Lead: Dree — "Your website is your hardest-working salesperson — or your worst."


Website & Technical Audit

  • Site speed: Core Web Vitals (LCP, FID, CLS)
  • Mobile responsiveness and UX flow
  • SEO health: indexation, meta structure, broken links, sitemap

E-Commerce Performance

  • Conversion rate by traffic source
  • Cart abandonment rate and checkout friction
  • Marketplace performance: Amazon, Bol, Newpharma, Kazidomi, etc.

Data & Analytics Maturity

  • Is Google Analytics / tracking properly configured?
  • What data does the brand own vs. what sits with retailers/marketplaces?

Deliverable: Digital Audit Report with technical fixes, SEO roadmap, and e-commerce growth plan.

Phase 6

Legal & Deal Structure

Lead: Edouard (legal) + Codie (deal structure) — "Protect the downside. The upside takes care of itself."


Legal Due Diligence

  • Corporate structure: entity type, shareholders, beneficial owners
  • Intellectual property: trademarks, patents, trade secrets — registered and protected?
  • Contracts review: key customer contracts, supplier agreements, lease obligations
  • Regulatory compliance: product certifications, labeling, industry-specific regulations
  • Litigation: pending or threatened claims
  • Employment: key employee contracts, non-competes, social obligations

Deal Structuring

  • Full acquisition vs. majority stake vs. minority with path to control
  • Seller financing component (earn-out, seller note, deferred payments)
  • Management retention and transition plan
  • Key terms: reps & warranties, non-compete, escrow, MAC clause

Deliverable: Legal Memo + Term Sheet Draft with risk matrix and recommended deal structure.

Scoring Framework

Each phase produces a score from 1 to 5:

ScoreMeaning
5Exceptional — ready to scale with minimal intervention
4Strong — solid fundamentals, clear improvement path
3Adequate — investable with significant operational work
2Weak — major issues that may or may not be fixable
1Critical — deal-breaker unless resolved pre-close

Minimum threshold for investment: no phase below 2, weighted average above 3.0.

PhaseWeight
Financial Health25%
Brand & Consumer20%
Supply Chain20%
Sales & Distribution20%
Digital10%
Legal5% (binary — either clean or deal-breaker)

Principles Governing the Audit

  1. We audit to learn, not to confirm. Confirmation bias kills deals. We look for reasons NOT to invest.
  2. Speed without shortcuts. 10–15 days is fast. Skipping a phase is reckless. Parallel execution is the answer.
  3. Plain language. If the Investment Memo can't be understood by a smart non-specialist, it's not done.
  4. Seller respect. The audit process is also a relationship. How we conduct diligence signals what kind of partner we'll be.
  5. Invert, always invert. For every thesis, ask: "What would have to be true for this investment to fail?"

Ready to Be Audited?

If you own a brand and want to know what it's worth and how we'd scale it, start the conversation. The audit is our first step together — and we share every finding.

Talk to Us About Your Brand

Vilna Gaon SRL — Rue de Houtain 31 — 4280 Hannut, Belgium
Private Equity | Brand Operations | Agentic AI