Prepping for Due Diligence: What eCommerce Buyers Want to See in 2025

  • 11th Apr 2025
  • By FIH

Prepping for Due Diligence: What eCommerce Buyers Want to See in 2025

As the eCommerce sector continues to thrive in 2025, buyers are approaching acquisitions with increasingly data-driven scrutiny. Whether you're preparing to sell a DTC brand, Amazon FBA business, or multi-channel eCommerce platform, understanding buyer expectations—and avoiding common mistakes—is essential for a successful exit. Here's what buyers are looking for:

Key Areas eCommerce Buyers Focus On
1. Financial Performance & Profitability
• Accurate, GAAP-compliant financial statements.
• Clean profit and loss (P&L) statements broken down by product line or sales channel.
• Clear understanding of gross margins, COGS, and net profit.
• Healthy inventory turnover and cash flow management.
Avoidable Pitfall: Blurred personal/business expenses or inconsistent bookkeeping. Keep clean financials with third-party verification if possible.

2. Customer Acquisition & Retention
• Detailed Customer Acquisition Cost (CAC) and Customer Lifetime Value (LTV) metrics.
• Diversified acquisition strategies across paid, organic, email, and influencer channels.
• Solid retention strategies including loyalty programs, subscriptions, or repeat purchase behavior.
Avoidable Pitfall: Over-reliance on a single ad platform or a few viral products. Build brand equity and multiple acquisition funnels.

3. Traffic Sources & Conversion Rates
• Reliable traffic analytics (Google Analytics, Shopify, etc.).
• High conversion rates and optimized sales funnels.
• Strong SEO rankings and email/SMS subscriber lists.
Avoidable Pitfall: Buying traffic or inflated metrics. Focus on sustainable, trackable growth.

4. Supply Chain & Fulfillment
• Reliable and documented supplier relationships.
• Inventory management systems with historical and forecast data.
• Efficient and scalable fulfillment processes (in-house, 3PL, or Amazon FBA).
Avoidable Pitfall: Supplier dependency or fulfillment bottlenecks. Diversify supply chain and streamline logistics.

5. Brand Strength & Customer Experience
• Strong brand identity, consistent messaging, and clear value proposition.
• Positive customer reviews, testimonials, and high NPS.
• Minimal customer service complaints and return/refund issues.
Avoidable Pitfall: Weak branding or poor reputation management. Invest in customer satisfaction and brand loyalty.

6. Legal, IP, and Compliance
• Trademarked brand names, logos, and product designs.
• Properly documented terms of service, privacy policy, and GDPR/CCPA compliance.
• Clear ownership of product formulations or custom designs.
Avoidable Pitfall: Lack of IP protection or unresolved legal risks. Ensure all legal bases are covered.

How to Stay Ahead in eCommerce Due Diligence
• Run a Pre-Sale Audit: Identify and fix issues before they become buyer objections.
• Centralize Documentation: Use a Virtual Data Room (VDR) to store supplier contracts, analytics, IP documents, and financials.
• Get Expert Help: Engage advisors with experience in eCommerce M&A to guide your process.
• Think Like a Buyer: De-risk the deal by making your business as turnkey and transparent as possible.

Final Thoughts
In today’s competitive M&A environment, a well-prepared eCommerce business can command premium multiples. By addressing these core areas and steering clear of common pitfalls, you’ll be ready to impress buyers and secure a strong exit in 2025.