Zepto Files Updated DRHP for $1 Billion IPO

Zepto updated DRHP IPO is now officially a reality. The quick commerce upstart that promised groceries at your door in ten minutes has filed its updated Draft Red Herring Prospectus (UDRHP) with the Securities and Exchange Board of India on June 8, 2026, setting the stage for what could be one of the most closely watched market debuts of the year. The total IPO size is expected to breach the ₹10,000 crore mark, making Zepto the first pure-play quick commerce company to list on Indian exchanges.

Let that sink in. Zomato was listed years ago. Swiggy followed in November 2024. And now Zepto, the youngest, loudest, and arguably most aggressive of the three, is ready to put on its IPO blazer and walk into Dalal Street with ₹8,010 crore worth of ambition tucked under its arm.

What the DRHP Actually Says

According to the updated filing, the proposed IPO consists of a fresh issue of equity shares worth ₹8,010 crore and an Offer for Sale (OFS) of 11.34 crore equity shares (face value ₹5 each) by existing investors. For those doing the math, the OFS component brings the estimated total issue size to somewhere between ₹11,000 crore and ₹12,000 crore, or roughly $1 billion to $1.3 billion, depending on which headline you prefer.

The book-running lead managers for the offering read like a who’s who of investment banking: 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. Zepto clearly did not cut corners on the banker lineup.

The investors offloading shares through the OFS route include Nexus Ventures VI Holdings, Nexus Ventures VII Holdings, Razor Ventures Zepto LLC, Contrary ZEP Holdings LLC, Kaiser Permanente Group Trust, and Kaiser Foundation Hospitals. Early backers heading for the exit, all perfectly normal for a late-stage startup IPO.

The One Thing That Makes This Interesting: The Founders Are Not Selling

Co-founders Aadit Palicha and Kaivalya Vohra, two Stanford University dropouts who built a 10-minute grocery delivery empire from scratch, are not diluting a single share in this IPO. Not one. While their investors queue up to book profits, India’s youngest billion-dollar founders are essentially saying: “We’re not done yet.” It is either remarkable conviction or breathtaking stubbornness. Probably both.

Zepto, which achieved unicorn status in August 2023 after a $200 million Series E that valued it at $1.4 billion, has since raised a cumulative $1.8 billion from investors. The last major round was a $450 million Series H in October 2025, led by California Public Employees’ Retirement System (CalPERS), at a $7 billion valuation.

The Financials: A Story Told in Two Columns

Here’s where the DRHP becomes genuinely interesting reading material. Zepto’s revenue from operations more than doubled in FY26, surging 103.63% to ₹22,623.58 crore from ₹11,109.94 crore in FY25. To be clear: that is the kind of revenue growth that has investors reaching for their chequebooks and their reading glasses simultaneously.

Q4 FY26 alone clocked revenues of ₹7,497.64 crore, up 75.26% from ₹4,278.06 crore in the same quarter a year ago.

Now for the other column. The full-year FY26 net loss widened to ₹5,905.19 crore from ₹4,699.71 crore in FY25, a 26% jump in losses year-on-year. Quarterly losses, however, showed some improvement: the Q4 FY26 net loss narrowed to ₹1,538.67 crore from ₹1,831.91 crore in Q4 FY25. So the trajectory is improving at the quarter level, even as the annual headline makes for some uncomfortable reading at an investor roadshow.

From FY24 to FY26, Zepto’s Net Receivables Value, the total monetary value of orders after net discounts, plus user fees, subscription income, and advertisement revenue, grew from ₹5,231.7 crore to ₹24,815.5 crore. That is nearly a fivefold expansion in two years, which is the kind of metric that makes venture capitalists forget about losses entirely.

Dark Stores, Orders, and the Operational Picture

As of March 2026, Zepto had 4.79 crore annual transacting users, up 25% year-on-year, and operated 1,139 dark stores across India. In Q4 FY26, the company processed 210 million total orders, roughly 2.33 million orders a day, a significant step up from approximately 166.9 million orders in Q3 FY26. Orders per dark store per day stood at 2,140 in Q4 FY26, versus 1,425 a year earlier: a 50% improvement in store productivity that the company is understandably proud of.

The IPO proceeds from the fresh issue are earmarked for expanding the dark store network into existing and new geographies, paying lease rentals for current stores, upgrading technology and cloud infrastructure, and funding marketing and brand promotion expenses through its subsidiary Zepto Marketplace Private Limited.

In short: more dark stores, better tech, louder advertising. The playbook is as old as consumer internet, spend to grow, and hope the unit economics eventually catch up.

The Plot Twist: ED Summons, Page 46, Risk Factor 29

And then there is the disclosure that grabbed headlines before the ink even dried on the DRHP.

Buried on page 46 of the filing, listed as Risk Factor 29, is the revelation that the Enforcement Directorate summoned both Palicha and Vohra under the Foreign Exchange Management Act (FEMA) on April 8, 2026, just weeks before this very filing was submitted to SEBI. The ED sought detailed documents including foreign and overseas investment records, audited balance sheets going back to FY21, shareholding patterns, loans and guarantees, income tax returns, bank account details, immovable property records, and an explanatory note on the company’s business model.

What happened next? The founders showed up. Vohra appeared before the ED on April 17 and April 22, 2026; Palicha followed on April 20. The company says both founders complied fully and submitted the requested documents and explanations. The DRHP frames this as an open investigation under FEMA, without indicating any formal charges or adverse findings as of the filing date.

To be fair, FEMA-related queries are not uncommon for startups that spent years structured as Singapore-based entities before re-domiciling to India, which Zepto completed through an NCLT-approved reverse merger in January 2026. Still, disclosing an active Enforcement Directorate summons as a risk factor in your IPO paperwork is not exactly the investor confidence booster one typically aims for.

The Competition Context

Zepto competes directly with Blinkit (owned by Eternal, formerly Zomato), Swiggy Instamart, and Flipkart Minutes in India’s quick commerce market. In Q4 FY26, Zepto narrowed the scale gap with Blinkit and widened its lead over Instamart, but its EBITDA losses remain wider than both rivals’. The quick commerce segment as a whole is burning cash at a furious pace as all three players race to capture market share before the economics of 10-minute delivery force some kind of reckoning.

Eternal shares and Swiggy shares both came under scrutiny the moment Zepto filed its IPO papers, as investors recalibrated competitive dynamics across the sector.

The Listing Timeline

Zepto had confidentially filed its original IPO papers with SEBI in December 2025, received the regulator’s observations earlier in 2026, and was targeting a listing within 60 to 90 days of regulatory clearance. With the updated DRHP now filed, roadshows will begin shortly, with a potential listing in July 2026 or thereabouts.

If it gets there, Zepto will become the youngest startup to list on Indian exchanges and the first dedicated quick commerce platform to do so. For two young founders who dropped out of Stanford to deliver onions in 10 minutes, that is a remarkable trajectory, ED summons, widening losses, and all.