Zepto files UDRHP for IPO: ED summons to promoters disclosed; key details you should know

Quick commerce major Zepto has filed an updated draft red herring prospectus (UDRHP) with the Securities and Exchange Board of India for its initial public offering (IPO), setting out the issue structure, use of proceeds, financial performance and a regulatory disclosure involving its founders. The proposed IPO comprises a fresh issue of Rs 8,010 crore and an offer for sale of 113,466,566 equity shares.

Zepto’s promoters, including co-founders Aadit Palicha and Kaivalya Vohra, are not selling shares in the offer. Shares under the offer-for-sale route will be offloaded by Nexus Ventures VI Holdings, Nexus Ventures VII Holdings, Razor Ventures Zepto, Contrary ZEP Holdings, Kaiser Permanente Group Trust and Kaiser Foundation Hospitals. Zepto plans to list on the NSE and the BSE.

The proceeds will also be used for inorganic growth through unidentified acquisitions and for general corporate purposes. Axis Capital, Goldman Sachs (India) Securities, Morgan Stanley India, Motilal Oswal Investment Advisors, HSBC Securities and Capital Markets, IIFL Capital Services and JM Financial are the book-running lead managers, while KFin Technologies is the registrar.
 

Issue details and use of proceeds
The Bengaluru-headquartered company said the fresh issue proceeds will be used to expand its dark store network in existing and new geographies, repay rent for existing dark stores, invest in technology and cloud infrastructure, and invest in subsidiary Zepto Marketplace for marketing and business promotion expenses.
 

Financials and operating scale
For the Marhc 2026 quarter, Zepto narrowed its net loss to Rs 1,538.67 crore from Rs 1,831.91 crore a year earlier, while revenue from operations rose 75.26 per cent to Rs 7,497.64 crore from Rs 4,278.06 crore. For the full year FY26, however, the company’s net loss widened to Rs 5,905.19 crore from Rs 4,699.71 crore in FY25, even as revenue from operations surged 103.63 per cent to Rs 22,623.58 crore.

As of March 2026, the company had 4.79 crore annual transacting users, up 25 per cent year on year, and a total dark store count of 1,139. Zepto said it processed 210 million orders in the fourth quarter, or 2.33 million orders a day, across these stores. Orders per store per day stood at 2,140 against 1,425 a year earlier, which the filing said reflected a 5 per cent% improvement in store productivity.
 

ED summons disclosure
In the updated DRHP filed with SEBI on June 8, 2026, Zepto disclosed that the Enforcement Directorate issued summons dated April 8, 2026 to both Palicha and Vohra under the Foreign Exchange Management Act, 1999. The disclosure appears as Risk Factor 29 on page 46 of the DRHP.

The ED sought documents and information including details of foreign and overseas investments, audited balance sheets since FY21, immovable properties, shareholding pattern, loans and guarantees, income tax returns, bank accounts and a note on the business model.

According to the filing, Vohra appeared before the ED on April 17 and April 22, while Palicha appeared on April 20 and May 15. The company said both founders have submitted the requested documents, including details on the holding structure, the Singapore-to-India scheme of amalgamation, business agreements and invoices. The matter remains ongoing as of the UDRHP filing date.
 

Other regulatory matters
The filing also refers to other regulatory issues around the IPO. The Competition Commission of India has an active inquiry into predatory pricing and anti-competitive discounting in quick commerce in which Zepto has been named. The All India Consumer Products Distributors Federation has separately written to SEBI seeking to block quick commerce IPOs, citing deep discounting and cash-burn-led market capture.

The Maharashtra FDA had earlier suspended the food business licence of Kiranakart Technologies, Zepto’s predecessor entity, after violations were found at a Dharavi storage facility, including fungal growth on food items and improper cold storage maintenance. Its updated filing sets out a fast-growing business with a large store network and rising user base, alongside continuing losses and ongoing regulatory scrutiny.