Zepto has filed an updated draft red herring prospectus for a proposed initial public offering comprising a fresh issue of shares worth up to Rs 8,010 crore and an offer for sale of up to 113.47 million shares by existing shareholders.
The filing offers a detailed look at how the quick commerce company plans to deploy fresh capital, the scale it has achieved in recent years, its financial performance, and the risks associated with its business model. The company plans to use the bulk of the fresh issue proceeds for dark store expansion, lease obligations, technology investments and marketing initiatives, while also retaining flexibility for acquisitions and other corporate requirements.
What is Zepto IPO offering through the issue?
The proposed Zepto IPO consists of a fresh issue of equity shares aggregating up to Rs 8,010 crore and an offer for sale of up to 113,466,566 shares by existing investors.
The company may also undertake a pre-IPO placement of up to Rs 1,602 crore. If such a placement is completed, the size of the fresh issue will be reduced accordingly.
Zepto will receive proceeds only from the fresh issue component. Funds raised through the offer for sale will go to the selling shareholders.
Where will the Zepto IPO proceeds be used?
The largest portion of the Zepto IPO proceeds has been earmarked for expanding Zepto’s dark store network.
The company plans to spend Rs 1,628.98 crore on setting up new dark stores across existing and new markets between FY27 and FY30.
Zepto IPO: Key Numbers Investors Should Know
Another Rs 1,734.94 crore has been allocated towards lease rentals for existing dark stores. This is the single-largest identified spending category in the prospectus and reflects the ongoing costs associated with operating a large fulfilment network.
Zepto has also earmarked Rs 1,324.78 crore for technology and cloud infrastructure investments. The spending is intended to support inventory management, supply-chain operations, forecasting systems and other technology platforms that underpin the company’s operations.
In addition, Rs 520 crore will be invested in subsidiary Zepto Marketplace Private Limited for marketing and business promotion activities.
The company has also reserved a portion of the proceeds for inorganic growth opportunities and general corporate purposes.
How large is Zepto’s business today?
As of March 31, 2026, Zepto operated 1,139 dark stores across 66 cities.
The company reported average orders of 2.33 million per day during the quarter ended March 2026 and worked with an average of 286,670 active delivery partners during the period.
Zepto said an average of 46,623 stock keeping units were listed on its platform during FY26 across categories including groceries, fresh produce, electronics, beauty products and household essentials.
Its automated infrastructure processed an average of nearly four million units daily during the quarter ended March 2026.
How fast has Zepto grown?
According to the Redseer report cited in the prospectus, Zepto’s order volume grew at a CAGR of about 119.5% between FY24 and FY26, making it the fastest-growing scaled quick commerce platform in India during that period.
The company said its share of total quick commerce orders increased from around 26% in FY24 to around 35% in the quarter ended March 2026.
Orders per day increased about 8.34 times between June 2023 and March 2026.
Revenue from operations rose sharply over the past two financial years, reflecting both higher order volumes and expansion of the operating network.
What does the financial performance show?
While revenue has grown rapidly, the prospectus also shows that the company continues to report significant losses.
Losses widened from about Rs 1,215 crore in FY24 to nearly Rs 6,000 crore in FY26.
The filing also shows cash and cash equivalents declined to Rs 5,680 crore in FY26 from Rs 7,440 crore a year earlier.
The company continues to invest heavily in infrastructure expansion, customer acquisition and technology development as it seeks to increase scale within India’s quick commerce market.
What customer metrics have been disclosed?
The prospectus states that annual transacting users increased to 47.97 million in FY26 from 38.38 million in FY25 and 19.57 million in FY24.
Advertisement spending rose to Rs 1,389 crore in FY26 from Rs 1,187 crore in FY25.
The filing does not disclose certain customer-related metrics such as average monthly transacting users or customer acquisition costs.
Zepto IPO: What risks has the company highlighted?
The prospectus identifies regulatory compliance as a key risk area.
Zepto states that it remains a foreign-owned and controlled entity and is subject to regulations governing foreign investment in e-commerce businesses.
The filing notes that any determination by a regulatory, judicial or government authority that its activities violate applicable foreign investment regulations could result in penalties, sanctions or restrictions on parts of its operations.
The company also disclosed that founders Aadit Palicha and Kaivalya Vohra received summons from the Directorate of Enforcement in April 2026 in relation to matters involving foreign investments, shareholding patterns and the business model under FEMA-related provisions.
Separately, the Central Consumer Protection Authority imposed a penalty of Rs 7 lakh in December 2025 over dark-pattern practices. The prospectus also mentions a complaint before the Competition Commission of India.
What does the industry outlook look like?
The Redseer report cited in the filing estimates that India’s quick commerce market could grow from about Rs 963 billion in CY2025 to between Rs 5.1 trillion and Rs 7.1 trillion by CY2030.
Quick commerce accounted for around 13% of online retail gross merchandise value in CY2025, compared with about 3% in CY2022. The report projects that share could increase to 26%-30% by CY2030.
The filing also notes that the sector recorded strong growth in both order volumes and gross merchandise value between CY2022 and CY2025.
What should investors watch going forward?
The prospectus suggests that three areas are likely to remain central to Zepto’s growth story after listing.
The first is execution of its dark store expansion strategy and the pace at which new facilities contribute to order growth.
The second is the company’s ability to improve profitability while continuing to invest in expansion.
The third is regulatory compliance, particularly in relation to foreign investment rules applicable to e-commerce businesses.
Conclusion
Zepto’s IPO filing presents a detailed roadmap for how the company intends to deploy public-market capital over the next several years. The proposed Rs 8,010 crore fresh issue is primarily aimed at expanding and supporting its fulfilment network, strengthening technology infrastructure and funding growth initiatives. At the same time, the prospectus shows a company that continues to prioritise scale and market share in a rapidly growing sector, while operating with significant losses and facing regulatory scrutiny. The filing provides investors with a comprehensive picture of both the opportunities and risks associated with one of India’s largest quick commerce platforms ahead of its proposed market debut.
Disclaimer: The specific allocation details, operational metrics, and sector growth projections discussed in this report are sourced from Zepto’s draft red herring prospectus and are intended for informational purposes only. This coverage does not constitute an offer, invitation, or recommendation to subscribe to the upcoming initial public offering. Investing in public listings of high-growth technology and quick commerce platforms involves significant volatility, market competition, and business model execution risks. Readers are strongly advised to consult a SEBI-registered investment advisor or a qualified financial consultant to independently assess their investment objectives and risk tolerance before allocating capital.
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