Zepto Limited IPO

01At a glance

What the company does — runs a quick-commerce app on which users order groceries, household goods, electronics and cosmetics listed by merchant partners, which are packed at dark stores Zepto operates and delivered by delivery partners in minutes (AP p.3).

Who pays it — 47.97 million annual transacting users at 31 March 2026, the merchant partners who pay commission, and brands that pay for advertising; customer concentration is stated as not applicable (AP p.3).

Why it is raising money — ₹17,349.41 million for rent on existing dark stores, ₹16,289.75 million to open new ones, ₹13,247.83 million for technology and cloud, and ₹5,200.00 million for marketing through a subsidiary (AP p.6).

How fast it has grown — revenue from about ₹44,545 million in FY24 to ₹226,235.84 million in FY26, while the annual loss grew from ₹12,147.94 million to ₹59,051.92 million (AP p.12, AP p.9).

The one thing to understand — Zepto has made a loss and had negative operating cash flow every year since it began in July 2021, and the largest single object of this issue is paying rent on stores it already runs (AP p.17, AP p.6).

02The business, in plain words

Quick commerce is a grocery shop in a warehouse near you, reachable only through an app. The warehouse — a dark store — holds a few thousand products; an order is picked and packed in a minute or two and a rider brings it to the door in ten or so. The economics depend on how many orders each store handles a day, how much each order is worth, and what the rider, the rent and the discount cost.

A user wants milk and bread now → orders on the Zepto app → a merchant partner's stock in a Zepto-run dark store is picked and packed → a delivery partner delivers it → Zepto earns commission from the merchant, a delivery or platform fee from the user, and advertising from brands.

Zepto is a marketplace: the products are sold by third-party merchant partners, and Zepto earns commission, advertising, delivery and logistics fees, and revenue from procurement and distribution — it also sources from brands and supplies wholesalers and retailers (AP p.3). It reports one operating segment, all in India (AP p.3).

The company was built on a Singapore holding structure, Kiranakart Pte. Ltd.; under a scheme, the Singapore company's shareholders were issued shares of this Indian company, and the face value was split from ₹10 to ₹5 (AP p.18).

Earnings equation: Revenue ≈ orders × take per order, where the take is commission, fees and advertising. In FY26 the platform handled about 640.17 million orders (AP p.12), and adjusted EBITDA was a loss of ₹78.75 per order (AP p.15).

03Where the money comes from

Revenue is not split by source in the summary beyond advertising, which is disclosed quarter by quarter.

Source: summed from the quarterly figures at AP p.12; FY26 revenue matches the ₹226,235.84 million the updated DRHP prints (DRHP p.166). NRV is the value of goods sold net of discounts, plus fees, subscriptions and advertising, including taxes (AP p.15).

Advertising was 7.2% of FY26 revenue and grew 151% in the year, against 1,224% the year before (AP p.15). Advertising receipts were 7.88% of NRV in the March 2026 quarter, up from 3.30% two years earlier (AP p.12).

There is no customer concentration: revenue comes from 47.97 million transacting users, and top-five concentration is stated as not applicable (AP p.3). Operations are entirely in India (AP p.3).

04The growth record

Source: AP p.9, AP p.15.

Revenue grew about 2.5 times in FY25 and doubled again in FY26 — about 125% a year compounded over the two years. The loss grew too, but more slowly: adjusted EBITDA as a share of revenue went from a loss of 35.59% in FY25 to a loss of 20.32% in FY26 (AP p.15). Loss per share was ₹1.14, ₹3.64 and ₹5.05 (AP p.9).

Read from the filing: the business has grown fast and has not yet made money on an operating basis in any year shown. What improved in FY26 is the loss per order — from ₹136.15 to ₹78.75 — while the total loss still grew because order volume nearly doubled (AP p.15).

05What the growth is made of

Revenue rose ₹181,690.68 million between FY24 and FY26. The document supports a clean split between volume and value per order.

Orders went from about 132.87 million to about 640.17 million, 4.8 times (AP p.12). Revenue per order went from about ₹335 to about ₹353, computed here from revenue and orders. So essentially all of the growth is more orders; revenue per order rose only about 5%.

The orders came from more stores and more users. Dark stores went from 337 at March 2024 to 1,029 at March 2025 and 1,139 at March 2026; annual transacting users from 10.57 million to 38.38 million to 47.97 million (AP p.12). Orders per store per day, 1,488 in the March 2024 quarter, fell to 1,425 at March 2025 as hundreds of new stores opened, then rose to 2,140 in the March 2026 quarter (AP p.12).

Read from the filing: FY25 was the year of opening stores, which is when the loss per order was worst; FY26 was the year of filling them, which is when it improved. The document does not give revenue or loss by store age, so that link is a reading of two series side by side, not a disclosure.

06Earnings quality

The quarterly series is the most informative line in the document. Adjusted EBITDA was a loss of ₹17,637.70 million in the March 2025 quarter and ₹12,475.33 million in the March 2026 quarter, while quarterly revenue went from ₹42,780.62 million to ₹74,976.46 million (AP p.12, AP p.13). The quarterly loss has fallen in each of the last two quarters and is well below the March 2025 quarter's, while revenue rose; it was not a straight line, since the September 2025 quarter's loss of ₹14,762.51 million was larger than June's (AP p.13).

The line that needs holding beside it is net worth: ₹61,478.43 million at March 2025 and ₹35,595.99 million a year later, despite ₹18,952.13 million of financing inflows in FY26 (AP p.9). The losses are consuming the capital raised, which is what the issue replenishes.

07The balance sheet

Zepto has no borrowings: nil at March 2025 and March 2026 (AP p.9). Its capital is equity — ₹12,753.16 million of equity share capital and ₹69,713.65 million of instruments entirely equity in nature, the preference shares, against other equity of minus ₹22,487.94 million after accumulated losses; total equity was ₹59,978.87 million (AP p.9).

Cash and investments were ₹56,805.27 million at March 2026, down from ₹74,407.72 million a year earlier (AP p.15). On FY26 free cash flow of minus ₹43,295.42 million, that is a little over a year of the FY26 rate of burn — a judgement from two figures in the document, not a disclosure.

The fresh issue is stated in rupees: ₹80,100.00 million, less any pre-IPO placement (AP p.1). This is a judgement, not a disclosure: added to the March 2026 cash position, it would roughly two-and-a-half times the company's cash, before the objects are spent.

08What the money is for

The offer is a fresh issue of up to ₹80,100.00 million and an offer for sale of up to 11,34,66,566 shares of ₹5 face value (AP p.1).

Source: AP p.6. Acquisitions and general corporate purposes together may not exceed 35% of the fresh issue, with acquisitions capped at 10% and general corporate purposes at 25% (AP p.6, AP p.7).

Read from the filing: two of the four named objects are running costs rather than assets. Rent on stores already operating and marketing spend are expenses that would otherwise come out of operating cash flow; the issue pre-funds them over four years. The deployment runs to FY30.

Into the business ₹80,100.00 million, the fresh issue. To selling shareholders up to 11,34,66,566 shares, not yet priced.

The issue is made under Regulation 6(2) because the company does not meet the profitability and net-tangible-asset tests of Regulation 6(1)(a) and 6(1)(b), which means at least 75% of the offer goes to qualified institutional buyers (AP p.1).

09Who is selling

Source: AP p.1, AP p.18, on an as-converted basis, certified on 8 June 2026.

All six are investors; no promoter is selling. The largest is Nexus Venture Partners through two funds, offering 8,77,56,048 shares between them. Against their holdings, Nexus VI is offering 5.3% of its 108.06 crore shares and Nexus VII 5.3% of its 57.29 crore (AP p.7, AP p.18). Some offered shares will come from converting preference shares before the red herring prospectus (AP p.1).

10Promoters

The promoters are the two founders, Aadit Palicha and Kaivalya Vohra, and their family trusts — Lazarus Trust, settled by Aadit Palicha, and The Vohra Trust — with Kavit Palicha and Jaideep Vohra as the trustees (AP p.5).

Aadit Palicha is managing director and chief executive, with over 4.5 years in quick commerce and with the company since incorporation. Kaivalya Vohra is whole-time director responsible for technology and product, with the same tenure (AP p.5). Ramesh Bafna is whole-time director and chief financial officer. The chairman is Paul Hudson, a non-executive nominee director of Glade Brook Private Investors XXXIV; the independent directors are Akhil Gupta and Anulakshmi Hariharan (AP p.19).

Promoter economics. The promoters and their trusts hold 232,79,48,161 shares on a fully diluted basis, 18.47% — Aadit Palicha 1.07%, Kaivalya Vohra 0.89%, Lazarus Trust 9.03% and The Vohra Trust 7.48% — at a weighted average cost stated as negligible, and none acquired in the last one or three years (AP p.7, AP p.18).

Litigation. One criminal proceeding and one regulatory proceeding against the promoters, other than matters involving the company; no SEBI or exchange disciplinary action in five years (AP p.20).

11Who already owns it

Source: AP p.7, AP p.8, assuming full conversion of preference shares. Rows combining two entities are summed here.

Venture investors hold most of the company. The founders and their trusts hold under a fifth; the employee option trust holds 7.46%, a large pool for staff. The document does not state, in the abridged summary, when each investor came in or at what price, beyond the six sellers' costs in section 08.

12What changed just before the IPO

• The company moved home from Singapore. Shareholders of Kiranakart Pte. Ltd. were issued shares of the Indian company under a scheme, and the face value was split from ₹10 to ₹5 (AP p.18).
• Losses narrowed. Adjusted EBITDA margin went from a loss of 45.92% in the December 2024 quarter to a loss of 15.34% in the March 2026 quarter (AP p.13).
• Store openings slowed. 692 stores were added in FY25 and 110 in FY26 (AP p.12).
• Orders per store rose from 1,425 a day in the March 2025 quarter to 2,140 in the March 2026 quarter (AP p.12).
• User growth slowed. Annual transacting users grew 263% in FY25 and 25% in FY26, and were 47.97 million at March 2026 against 49.54 million at December 2025 (AP p.12).
• Advertising became material, from ₹491.72 million in FY24 to ₹16,357.26 million in FY26 (AP p.12).
• Borrowings were repaid to nil by March 2025 (AP p.9).
• Net worth fell from ₹61,478.43 million to ₹35,595.99 million in FY26 (AP p.9).

13Capacity and expansion

Source: AP p.12.

For Zepto, capacity is dark stores. The FY25 build-out tripled the store count; FY26 filled it. The issue funds the next round: ₹16,289.75 million for new stores in existing and new geographies over four years (AP p.6). The summary does not state how many new stores that buys, where, or the cost per store.

The objects fund the existing network as much as new capacity — ₹17,349.41 million of rent on stores already open (AP p.6). Stores are leased, not owned, which the company lists among its risks (AP p.17).

14Market size and industry structure

As claimed. The industry figures come from a Redseer report. It puts India's retail market at about ₹91 trillion in CY2025, rising to ₹135–148 trillion by CY2030; quick commerce at about ₹133 billion in CY2022 and ₹963 billion in CY2025, projected at ₹5.1–7.1 trillion by CY2030; quick commerce at about 3% of online retail GMV in CY2022 and 13% in CY2025, projected at 26–30% by CY2030; and more than two-thirds of online grocery orders (AP p.4). It describes Zepto as the fastest-growing scaled platform by order volume between FY24 and FY26, at about 119.50% a year (AP p.4).

The part that is addressable. Quick commerce itself — the ₹963 billion CY2025 market — not the ₹91 trillion retail market.

What the company is today. Zepto's FY26 net receivables value of ₹248,155.39 million against a CY2025 quick-commerce market of about ₹963 billion is roughly a quarter, but the two measures differ in definition and period, so this is indicative arithmetic rather than a disclosed share.

Every industry figure above comes from the Redseer report cited in the offer document and is labelled as such.

15Competitive position

The two large competitors are Blinkit, a subsidiary of Eternal, and Instamart, a division of Swiggy; the industry report also names Amazon Now and Flipkart Minutes as new entrants (DRHP p.220). The report notes there is no independent, like-for-like listed quick-commerce company in India, because the scaled competitors sit inside larger listed groups (DRHP p.220).

The document's own account of its position is growth: the fastest-growing scaled platform by orders over FY24 to FY26 (AP p.4). Its risk factors name what it must keep winning — users, merchant and brand partners, farmer partners, delivery partners and dark-store sites — all against intense competition (AP p.17).

What the summary does not give is share of orders or GMV against Blinkit and Instamart, average order value against them, or delivery times.

16Peers the company named

Peers named in the offer document: Eternal Limited and Swiggy Limited (DRHP p.166).

Source: DRHP p.166, peers' consolidated figures for FY26.

Neither peer is a pure quick-commerce company: Eternal also runs Zomato food delivery and other businesses, and Swiggy runs food delivery alongside Instamart (DRHP p.166). Zepto's revenue is already about the same as the whole of Swiggy's. Where this issue sits against those figures cannot be said until a price band exists.

17Risks, in plain words

Losses. Losses and negative operating cash flow every year since inception: ₹59,051.92 million lost in FY26 (AP p.17). If growth slows before the loss per order reaches zero, the losses continue.

Users. Keeping and adding users cheaply is critical (AP p.17). User numbers fell slightly between December 2025 and March 2026, from 49.54 million to 47.97 million (AP p.12).

Partners. Brand, merchant, farmer and delivery partners all have to be kept (AP p.17). Delivery partners are not employees, and their supply and cost drive the delivery promise.

Dark stores. The network is leased; managing its cost and expansion is the business, and two objects of the issue depend on it (AP p.17, AP p.6).

Competition. Intense competition across markets, including from groups with food-delivery businesses behind them and large e-commerce companies entering (AP p.17, DRHP p.220).

Operating history. Operations started in July 2021, and the marketplace model at this scale is recent (AP p.17).

Technology. Uninterrupted systems are essential to a business that promises delivery in minutes (AP p.17).

Issue-specific. Made under Regulation 6(2), for companies that do not meet the profitability tests (AP p.1).

18Litigation and regulatory matters

Source: AP p.20, to the extent quantifiable, material civil matters under the company's materiality policy.

Twenty-one statutory or regulatory proceedings against the company is the figure to note for a business that handles food, runs stores in many municipalities and works with gig delivery partners. The abridged summary does not describe them.

19Related-party transactions

Not read for this study. The abridged summary carries no related-party table, and the restated related-party note in the 690-page updated offer document was not reached. This is a gap in this version of the study, to be filled at the red herring prospectus stage.

20What the offer document does not say

In the parts read for this study:

• No revenue split by commission, fees, advertising and supply-chain sales beyond advertising.
• No store-level economics — revenue, contribution or break-even by store age or city.
• No share of the quick-commerce market against Blinkit and Instamart.
• No number of new stores the ₹16,289.75 million buys, or where (AP p.6).
• No explanation of the fall in annual transacting users between December 2025 and March 2026 (AP p.12).
• No description of the 21 regulatory proceedings against the company (AP p.20).
• No price band, lot size or offer dates, which is normal before the red herring prospectus.

21Five questions for management

1. What share of stores open for more than a year are contribution-positive, and how long does a new store take to get there?
2. Rent on existing stores is ₹17,349.41 million of the objects. Why fund an operating expense from the issue rather than from operations?
3. Annual transacting users fell from 49.54 million to 47.97 million in the March 2026 quarter. Was that a change in the user base or in how users are counted?
4. At the March 2026 quarter's rate of adjusted EBITDA, how many more orders per store per day does the network need to break even?
5. What are the 21 statutory and regulatory proceedings against the company, and which authorities brought them?

2Sources and cited facts

This study was read from 2 documents the company filed. The 68 figures it cites are listed under the document each came from, with the page and the sentence as printed.