Zepto's IPO filing decoded: what the updated DRHP says, page by page

Zepto Limited runs the Zepto quick commerce app in India, delivering groceries and everyday items within minutes. Merchant Partners list products, orders are processed at Zepto's dark stores (small warehouses for online orders only), and delivery partners take them to customers (page 3). It earns from commissions, advertising, delivery and logistics fees, and reselling brand products to wholesalers and retailers (page 3). It began operations in July 2021 (page 17), is registered in Mumbai with its corporate office in Bengaluru (page 1), and on 31 March 2026 had 1,139 dark stores and 47.97 million annual transacting users, people who ordered in the past year (pages 3, 4, 15).

• Filing: the Updated Draft Red Herring Prospectus-I (UDRHP-I) of 8 June 2026, read here through its draft abridged prospectus, a short summary (page 3).
• Fresh issue: new shares worth up to ₹8,010 crore (₹80,100.00 million). The share count is blank (page 1).
• Offer for sale (OFS): up to 113,466,566 existing shares, rupee value blank (page 1).
• Total offer size: blank (page 1).
• Sellers: Nexus Ventures VI and VII, Razor Ventures Zepto, Contrary ZEP Holdings, Kaiser Foundation Hospitals and Kaiser Permanente Group Trust. The promoters do not sell (page 1).
• Pre-IPO placement (a private share sale before the IPO): Zepto may raise up to ₹1,602 crore (₹16,020.00 million) before the red herring prospectus (RHP) is filed; if done, it comes off the fresh issue and is capped at 20% of it (page 2).
• Listing: proposed on BSE and NSE. The opening and closing dates are blank (page 2).

Figures are restated (past accounts redone on one basis) and consolidated. FY26 is April 2025 to March 2026. StopDown converts the filing's ₹ million to ₹ crore. Auditors made no qualification (page 20).

• FY26: revenue from operations ₹22,624 crore (₹226,235.84 million), up 103.63% (the filing's figure); total income ₹23,128 crore; restated loss ₹5,905 crore (₹59,051.92 million) (pages 9, 14).
• FY25: revenue ₹11,110 crore, total income ₹11,603 crore, restated loss ₹4,700 crore (pages 9, 14).
• FY24: revenue ₹4,455 crore, total income ₹4,544 crore, restated loss ₹1,215 crore (pages 9, 14).
• Orders: 640.18 million in FY26 against 332.11 million in FY25 (page 14). Adjusted EBITDA per order (the company's own profit measure) was minus ₹78.75 in FY26, minus ₹136.15 in FY25 and minus ₹84.64 in FY24 (page 15).
• Cash: free cash flow was minus ₹4,330 crore in FY26 and minus ₹5,332 crore in FY25. Cash and investments fell to ₹5,681 crore at 31 March 2026 from ₹7,441 crore a year earlier, with no borrowings at either date (pages 9, 15).

Net proceeds of the fresh issue, after offer costs, would be spent over FY27 to FY30 (April 2026 to March 2030); Zepto gets nothing from the offer for sale (pages 6, 7).

• New dark stores: ₹1,629 crore (₹16,289.75 million) (page 6).
• Rent on existing dark stores: ₹1,735 crore (₹17,349.41 million) (page 6).
• Technology and cloud: ₹1,325 crore (₹13,247.83 million) (page 6).
• Marketing, via subsidiary Zepto Marketplace Private Limited: ₹520 crore (₹5,200.00 million) (page 6).
• Unidentified acquisitions and general corporate purposes: blank, capped together at 35% of the gross fresh issue (25% for general purposes, 10% for acquisitions) (pages 6, 7).
• StopDown's arithmetic: rent exceeds the new-store line by ₹106 crore.

The table is dated 8 June 2026, counts preference shares as converted, and totals 12,603,195,213 shares (pages 7, 8).

• Promoters: Aadit Palicha (CEO) 1.07%, Kaivalya Vohra (whole-time director) 0.89%, Lazarus Trust 9.03% and The Vohra Trust 7.48%, family trusts the founders set up under Singapore law (pages 5, 6, 7). StopDown's sum: 18.47%.
• Next largest holders: Nexus Ventures VI 8.57%, Glade Brook Private Investors XXXIV 7.73%, the Zepto Employee Stock Option Trust 7.46%, StepStone VC Zepto 7.34% and Nexus Ventures VII 4.55% (page 7).
• Shares offered: Nexus VI 57,357,141, Nexus VII 30,398,907, Razor 9,364,174, Contrary 7,801,378, Kaiser Foundation Hospitals 4,385,912 and Kaiser Permanente Group Trust 4,159,054 (page 1). StopDown's arithmetic: in total 0.90% of all shares (pages 1, 8).

The abridged lists ten internal risk factors (page 17). These five are in StopDown's words, numbered as in that list.

Legal proceedings are in a separate table (page 20). It counts, against Zepto, 19 tax, 21 statutory or regulatory and 2 other material proceedings, with ₹101.89 crore (₹1,018.9 million) in quantifiable amounts, and, against the promoters, 1 criminal and 1 statutory or regulatory proceeding, apart from matters involving the company. The abridged does not describe them (page 21). Business Today (9 June 2026) flagged Enforcement Directorate summons to the promoters; the abridged does not say if those are counted.

• Risk factor 1 (page 17): Zepto has made losses and had negative operating cash flow since it began, and past growth may not repeat.
• Risk factor 5 (page 17): dark stores are central and IPO money goes to new stores and rent, so failing to run the network at sensible cost would hurt.
• Risk factor 7 (page 17): Zepto began in July 2021 and has limited experience of running a marketplace model at its present scale.
• Risk factor 9 (page 17): more capital may be needed, and it may not be available on acceptable terms.
• Risk factor 10 (page 17): some periods in the restated quarterly figures were examined by accountants who were not the statutory auditors then.

Status as of 11 November 2026: Zepto's public draft is out but the IPO has not launched. Reports said it paused the IPO in July 2026 and planned a pre-IPO placement of about ₹1,000 crore (Business Standard, 30 July 2026), and Inc42 reported that it would try again by May 2027 (July 2026). The sources checked here show no RHP, price band or opening date; the filing states no price band (page 7).

Usual steps on SEBI's confidential route, which The Economic Times reported Zepto used in December 2025; timings are typical as of November 2026. The guides under Read next explain each step.

• SEBI observations come first. The public UDRHP-I then stays open for comments for at least 21 days, and a UDRHP-II adds changes.
• SEBI's observation letter is reported to stay valid for 18 months on this route, if the UDRHP-I is filed within 16 months of it.
• The RHP adds the price band, usually announced at least two working days before opening.
• Anchor investors bid one working day before opening (page 2). Bidding usually runs three working days, and shares usually list within three working days of closing.

This guide reads a filing; it is not investment advice.

• The filing: draft abridged prospectus for Zepto Limited's UDRHP-I, dated 8 June 2026, from SEBI: sebi.gov.in
• Page convention: page N is the Nth page of that 21-page PDF, cover as page 1. From page 3 the printed number is two lower (PDF page 14 is printed page 12). The abridged's cross-references, such as page 143, point to the full UDRHP-I, which StopDown did not use.
• The Economic Times, December 2025, confidential filing: economictimes.indiatimes.com
• Business Today, 9 June 2026, the filing's disclosures: businesstoday.in
• Business Standard, 30 July 2026, IPO pause: business-standard.com
• Inc42, July 2026, new attempt by May 2027: inc42.com
• Confidential-route rules (SEBI ICDR Regulations 2018, Chapter IIA), as summarised by Khaitan and Co, December 2022: khaitanco.com and KPMG, July 2024: assets.kpmg.com