Inside Zepto's Updated DRHP: IPO Size, Investor Selloff, Risks and Growth Plans

India's quick-commerce race is heading into a new phase, with Zepto preparing for a public market debut. The startup, which has rapidly expanded its dark-store network and emerged as one of the country's largest quick-commerce platforms, has updated its IPO filing with market regulator SEBI.

According to reports, Zepto is targeting a stock market debut in July. If successful, it would join Blinkit parent Eternal and Swiggy, which operates Instamart, among the listed players in India's quick-commerce sector.

The updated draft red herring prospectus (DRHP) provides a detailed snapshot of the company at a crucial stage in its growth journey. From investor exits and expansion plans to financial performance, regulatory scrutiny and competition with Blinkit and Instamart, the filing outlines the opportunities and challenges facing the company ahead of its proposed listing.

Here is a closer look at what Zepto disclosed in its latest filing.

IPO Structure, Investors and Lead Managers

Zepto's proposed public issue comprises a fresh issue of shares worth ₹8,010 crore and an offer-for-sale (OFS) of nearly 11.35 crore shares by existing shareholders. According to media reports, Zepto is now looking to raise more than $1 billion, or over ₹10,000 crore, through the IPO.

The OFS is entirely investor-led, with founders Aadit Palicha and Kaivalya Vohra not selling any shares. Together with their families and family offices, the promoter group owns about 19.6% of the company.

Among the selling shareholders, Nexus Venture entities account for the largest portion of the OFS, planning to offload a combined 8.78 crore shares. Other investors participating in the sale include Razor Ventures Zepto, Contrary ZEP Holdings, Kaiser Foundation Hospitals and Kaiser Permanente Group Trust.

The IPO is being managed by Motilal Oswal Investment Advisors, Morgan Stanley India Company, Goldman Sachs (India) Securities, JM Financial, IIFL Capital Services, HSBC Securities and Capital Markets (India), and Axis Capital.

IPO Proceeds Usage and Expansion Plans

A large portion of the fresh issue proceeds will be used to expand Zepto's dark-store network. The company plans to spend ₹1,629 crore to open around 1,900 new dark stores across existing and new markets.

Another ₹1,735 crore has been earmarked for lease payments related to dark stores through FY30. As of March 31, 2026, Zepto operated 1,139 dark stores.

Technology remains a key investment area. The company plans to allocate ₹1,325 crore towards technology and cloud infrastructure. An additional ₹520 crore will be used for marketing and promotional initiatives through its marketplace subsidiary.

The remaining funds may be deployed towards acquisitions and general corporate purposes.

Revenue Jumps, Losses Widen as Costs Surge

Zepto's financials show rapid expansion in scale. The company’s operating revenue rose to ₹22,623.6 crore in FY26, up from ₹11,109.9 crore in FY25 and ₹4,454.5 crore in FY24.

However, this growth came alongside widening losses. Net loss increased to ₹5,905.2 crore in FY26, compared with ₹4,699.7 crore in FY25 and ₹1,214.7 crore in FY24.

Total expenses also surged to ₹29,026.7 crore in FY26, with procurement of traded goods forming the largest cost component.

The company reported Net Receivables Value (NRV) of ₹24,815.5 crore during FY26 and processed more than 640 million orders during the year.

How Zepto Stacks Up Against Blinkit and Instamart

The filing highlights Zepto's growing scale in India's quick-commerce market. During the March quarter, the company reported NRV of ₹8,134 crore.

After adjusting for advertising revenue, Zepto's comparable transaction value stood at about ₹7,592 crore, ahead of Instamart's estimated NOV of ₹5,674 crore but below Blinkit's ₹14,386 crore.

Zepto processed 210 million orders during the quarter, compared with Instamart's 112.6 million orders. Blinkit remained the market leader with 273.9 million orders.

Despite handling higher order volumes, Zepto continues to trail its rivals on profitability. The company reported an adjusted EBITDA loss of ₹1,248 crore in the March quarter. Instamart reported an adjusted EBITDA loss of ₹858 crore, while Blinkit posted a positive adjusted EBITDA of ₹37 crore.

ED Notice and Other Key Risks

One of the notable disclosures in the filing relates to an Enforcement Directorate (ED) inquiry under the Foreign Exchange Management Act (FEMA).

According to the company, founders Aadit Palicha and Kaivalya Vohra were summoned by the agency in April 2026 and asked to provide information related to foreign investments, shareholding structures, financial records and other business matters.

The company said it has submitted the requested information and has not received any further communication from the ED.

Apart from regulatory scrutiny, Zepto highlighted intense competition in quick commerce, evolving rules for gig workers, data protection requirements and foreign investment regulations as key risks.

Zepto reported an employee attrition rate of 51.3% in FY26, while attrition among operating staff stood at 73.2%.

Founder Pay and ESOP Details

According to reports, co-founder Aadit Palicha received remuneration of ₹2.74 crore in FY26, while co-founder Kaivalya Vohra earned ₹2.61 crore.

Chief Business Officer Ramesh Bafna was the company's highest-paid executive with remuneration of ₹3.85 crore. Chief Technology Officer Vinay Dhanani earned ₹2.23 crore, while Chief Financial Officer Nikhil Mittal received ₹1.44 crore.

Ahead of the proposed IPO, Zepto also expanded its employee stock option (ESOP) pool by nearly 20%, increasing the number of options available to employees and senior executives.