Zepto is not just another consumer internet IPO. It is one of India’s biggest quick-commerce bets entering the public market with massive scale, fast growth, deep losses, heavy operating complexity, and a business model that is still being tested at public-market standards.
The headline story is simple: Zepto has grown extremely fast.
The investor story is more complex: the company is still burning cash, depends heavily on dark-store density, leases, delivery partners, merchants, brand advertising, and continued access to capital. This is an IPO where the market will not just value “growth”; it will have to decide how much future profitability it is willing to pay for today.
| Metric | FY24 | FY25 | FY26 | What it tells us |
|---|---|---|---|---|
| Revenue from operations | ₹44,545.16 mn / ₹4,455 cr | ₹111,099.47 mn / ₹11,110 cr | ₹226,235.84 mn / ₹22,624 cr | Revenue has grown sharply, almost 5x in 2 years. |
| Revenue growth YoY | NA | 149.41% | 103.63% | Growth remains very high but has moderated from FY25. |
| Total income | ₹45,441.72 mn / ₹4,544 cr | ₹116,027.54 mn / ₹11,603 cr | ₹231,283.78 mn / ₹23,128 cr | Includes other income beyond operations. |
| Restated loss for the year | ₹12,147.94 mn / ₹1,215 cr | ₹46,997.14 mn / ₹4,700 cr | ₹59,051.92 mn / ₹5,905 cr | Losses have expanded meaningfully with scale. |
| Adjusted EBITDA | ₹(11,245.87) mn | ₹(45,216.91) mn | ₹(50,415.54) mn | Still deeply negative at operating level. |
| Adjusted EBITDA per order | ₹(84.64) | ₹(136.15) | ₹(78.75) | Unit economics worsened in FY25 but improved in FY26. |
| Adjusted EBITDA % of NRV | (21.50)% | (35.59)% | (20.32)% | Margin trajectory improved in FY26 but remains negative. |
| Net cash used in operating activities | ₹(10,978.80) mn | ₹(46,248.34) mn | ₹(34,624.42) mn | Cash burn reduced in FY26 vs FY25, but still high. |
| Free cash flow | ₹(12,413.83) mn | ₹(53,324.89) mn | ₹(43,295.42) mn | Still negative free cash flow. |
| Free cash flow per order | ₹(93.43) | ₹(160.56) | ₹(67.63) | Big improvement in FY26, but every order still burns cash. |
| Closing cash balance including investments | ₹16,882.61 mn / ₹1,688 cr | ₹74,407.72 mn / ₹7,441 cr | ₹56,805.27 mn / ₹5,681 cr | Strong cash balance, but lower than FY25. |
1. The IPO structure: fresh issue plus investor exit
Zepto’s IPO comprises a fresh issue of up to ₹80,100 million, which is ₹8,010 crore, and an Offer for Sale of up to 113,466,566 shares by existing investors. The company will receive money only from the fresh issue. The OFS proceeds will go to the selling shareholders, not to Zepto.
This distinction matters. A large fresh issue is good because capital goes into business expansion. But the OFS also shows early investors are partially monetising. The selling shareholders include Nexus Ventures VI, Nexus Ventures VII, Contrary ZEP Holdings, Razor Ventures Zepto, Kaiser Foundation Hospitals, and Kaiser Permanente Group Trust. Their weighted average acquisition costs are extremely low: Nexus VI at ₹3.91 per share, Contrary at ₹3.98, Razor at ₹11.37, Kaiser entities around ₹11.26–₹11.29, and Nexus VII at ₹23.65.
Community takeaway: OFS is not automatically bad. Early investors need liquidity. But when acquisition costs are this low, investors should compare the final IPO price with the cost base of selling shareholders. The listing valuation will decide how much upside new investors are giving to early investors.
2. Zepto is coming through Regulation 6(2), not the usual profitability route
The offer is being made under Regulation 6(2) of SEBI ICDR Regulations because the company does not fulfil the requirements under Regulation 6(1)(a) and 6(1)(b).
In simple terms, this means Zepto is not entering the market as a conventionally profitable company with a stable earnings record. For such IPOs, at least 75% of the net offer is reserved for QIBs, not more than 15% for NIIs, and not more than 10% for retail investors.
Community takeaway: This is a classic high-growth, loss-making platform IPO. Retail allocation is structurally smaller, and institutional appetite becomes very important for price discovery.
3. What exactly does Zepto do?
Zepto describes itself as a quick-commerce platform delivering everyday essentials to users in minutes. Users browse and place orders on the platform. Products are listed by merchant partners, fulfilled through dark stores operated by Zepto, and delivered by delivery partners. Its revenue comes from commissions, advertising, delivery/logistics fees, and procurement/distribution revenue.
This last point is important. Zepto is not a simple “commission-only marketplace.” Its reported revenue includes multiple streams, including procurement and distribution. Investors should understand the revenue mix before comparing Zepto with pure platform businesses.
As of March 31, 2026, Zepto had 47.97 million annual transacting users, operated in India, and reported its business as one operating segment.
4. The growth is genuinely large
Zepto’s revenue from operations grew from ₹44,545.16 million in FY24 to ₹111,099.47 million in FY25 and ₹226,235.84 million in FY26. That is roughly ₹4,455 crore to ₹11,110 crore to ₹22,624 crore.
Its net receivables value also grew from ₹52,317.04 million in FY24 to ₹127,037.29 million in FY25 and ₹248,155.39 million in FY26. Total orders grew from 132.87 million in FY24 to 332.11 million in FY25 and 640.18 million in FY26.
The UDRHP says Zepto was the fastest-growing quick-commerce platform in India in terms of order volume between FY24 and FY26 among scaled quick-commerce platforms, with order volume growing at approximately 119.50% CAGR.
Investor lens: This is the biggest strength of the IPO. The business has achieved scale at a pace very few consumer platforms manage.
5. But growth has come with heavy losses
Zepto reported losses of:
| Particular | FY24 | FY25 | FY26 |
|---|---|---|---|
| Revenue from operations | ₹44,545.16 mn | ₹111,099.47 mn | ₹226,235.84 mn |
| Restated loss for the year | ₹12,147.94 mn | ₹46,997.14 mn | ₹59,051.92 mn |
| Net cash used in operating activities | ₹10,978.80 mn | ₹46,248.34 mn | ₹34,624.42 mn |
| Free cash flow | ₹12,413.83 mn negative | ₹53,324.89 mn negative | ₹43,295.42 mn negative |
| Closing cash balance including investments | ₹16,882.61 mn | ₹74,407.72 mn | ₹56,805.27 mn |
The company itself highlights that it has incurred losses and negative cash flows from operating activities since inception.
Community translation: Zepto has scaled rapidly, but it is still far from accounting profitability. FY26 losses were around ₹5,905 crore. Even with improving unit economics, the overall business is still consuming large amounts of cash.
6. Unit economics are improving, but still negative
This is one of the most important parts of the UDRHP.
Zepto’s adjusted EBITDA per order improved from ₹(95.84) in Q1 FY24 to ₹(59.40) in Q4 FY26. On an annual basis, adjusted EBITDA per order was ₹(84.64) in FY24, worsened to ₹(136.15) in FY25, and improved to ₹(78.75) in FY26.
This tells us two things:
First, the business is becoming more efficient at scale. Second, every order is still loss-making on an adjusted EBITDA basis.
Zepto’s argument is that densification will reduce costs. More orders in a neighbourhood allow more dark stores, which reduce delivery distance, improve speed, reduce delivery cost, and bring more orders. The company says average distance per order moved from 2.05 km in FY24 to 1.73 km in FY25, 1.78 km in FY26, and 1.83 km in Q4 FY26. OPD per store improved from 1,325 in FY24 to 1,565 in FY25, 1,677 in FY26, and 2,140 in Q4 FY26.
Investor lens: The IPO hinges on whether this densification flywheel can convert negative unit economics into sustainable profit. If it works, Zepto becomes a powerful urban retail platform. If it does not, growth can remain expensive.
7. Dark stores are the heart of the business
Zepto had 1,139 dark stores as of March 31, 2026, compared with 1,029 in FY25 and 337 in FY24. It plans to use IPO proceeds to expand dark stores further.
The company plans to spend ₹16,289.75 million from IPO proceeds to set up new dark stores and ₹17,349.41 million towards lease rentals of existing dark stores. It also plans ₹13,247.83 million for technology and cloud infrastructure, and ₹5,200 million for marketing/business promotion via Zepto Marketplace Private Limited.
That means a very large part of the fresh issue is going into the operating engine of the business: stores, leases, tech, and marketing.
Anomaly to watch: The company has not identified all exact locations/properties for dark-store expansion. The UDRHP also says the proposed deployment is based on management estimates and has not been appraised by any bank, financial institution, or independent agency.
This is not unusual for growth companies, but investors should treat the deployment plan as an estimate, not a locked-in capex plan.
8. The IPO money is not being used to repay debt
This is interesting. Zepto has no major borrowings on the FY26 balance sheet, but it has large lease liabilities because the dark-store model is lease-heavy. As of March 31, 2026, lease liabilities were ₹21,671.92 million non-current and ₹5,429.08 million current.
So while debt may not look high in the usual borrowing sense, the business has lease commitments embedded in operations.
Community translation: This is not a debt-reduction IPO. It is a growth-capital IPO. Investors are funding expansion and operating scale.
9. Cash balance is strong, but burn remains meaningful
Zepto had a closing cash balance including investments of ₹56,805.27 million as of FY26, down from ₹74,407.72 million in FY25.
This cash buffer matters because the business is still loss-making and operating cash flow negative. But the decline also shows the company needs capital to continue scaling.
Investor lens: The IPO strengthens the balance sheet, but it does not remove the core question: when does the company become self-sustaining?
| Use of funds | Amount | Approx ₹ crore | Why it matters |
|---|---|---|---|
| New dark store expansion | ₹16,289.75 mn | ₹1,629 cr | Core growth engine. |
| Lease rentals of existing dark stores | ₹17,349.41 mn | ₹1,735 cr | Shows lease-heavy operating model. |
| Technology and cloud infrastructure | ₹13,247.83 mn | ₹1,325 cr | Supports platform, scale, and operations. |
| Investment in Zepto Marketplace for marketing/business promotion | ₹5,200.00 mn | ₹520 cr | Brand and user acquisition spend. |
| Inorganic growth and general corporate purposes | Not finalised | Not finalised | Will be updated after offer price determination. |
10. Advertising is becoming an important monetisation lever
Zepto’s platform monetisation is not just delivery fees or commissions. Advertising is becoming increasingly important. The KPI table shows advertisement receipts as a percentage improved from 1.11% in FY24 to 6.05% in FY25 and 7.78% in FY26.
This is important because advertising revenue can potentially carry better margins than core delivery-led commerce. Brands want visibility at the point of purchase, and quick commerce platforms are becoming high-frequency advertising surfaces.
But watch this: Advertising works well only if order volumes, user engagement, and brand partner interest remain high. If growth slows or competition intensifies, ad monetisation may not keep expanding at the same pace.
11. Competition is intense, and Blinkit is already EBITDA-positive at segment level
The UDRHP compares Zepto with Instamart and Blinkit. In FY26, Zepto had 640.18 million orders, Instamart had 412.20 million, and Blinkit had 916.60 million. Zepto’s FY26 revenue from operations was ₹226,235.84 million, while Blinkit’s was ₹377,790.00 million.
The striking point: Blinkit’s adjusted EBITDA in Q4 FY26 was positive at ₹370 million, while Zepto’s adjusted EBITDA remained negative in Q4 FY26.
Community takeaway: Zepto is fast-growing, but it is not alone. The company is fighting against deep-pocketed players. The real question is not just “Can Zepto grow?” It is “Can Zepto grow profitably in a market where competitors are also scaling?”
12. Promoter structure includes family trusts
The promoters are Aadit Palicha, Kaivalya Vohra, Lazarus Trust, The Vohra Trust, Kavit Palicha as trustee of Lazarus Trust, and Jaideep Vohra as trustee of The Vohra Trust. The abridged prospectus describes Lazarus Trust and The Vohra Trust as private, irrevocable and discretionary trusts established under Singapore law.
This is not necessarily negative, but it is a governance detail investors should understand. For a public company, promoter ownership through trusts adds complexity. Investors should review final shareholding, voting control, lock-ins, and related governance disclosures in the RHP.
13. Management is young, founder-led, and execution-heavy
Aadit Palicha and Kaivalya Vohra have around 4.5 years of experience in the quick-commerce sector and have been associated with the company since incorporation. Aadit leads strategy, vision, and operations. Kaivalya is responsible for technology and product strategy.
This is both a strength and a risk. Founder-led companies can execute aggressively, but public markets demand predictability, controls, governance, and disciplined capital allocation.
14. ESOP pool and share-based payments need attention
Zepto has a large ESOP pool. The UDRHP says ESOP 2025 had an ESOP pool of 1,228,940,848 options, and the board/NRC proposed increasing it by 246,493,160 options, equivalent to 189,045,027 equity shares, taking the pool to 1,475,434,008 options. The company also reported share-based payment expense of ₹5,569.42 million in FY26.
Investor lens: ESOPs are important for talent retention in a high-growth tech company. But they also create dilution and accounting expense. Investors should check the post-issue fully diluted share capital and future dilution risk.
15. Related-party and subsidiary losses are meaningful
Zepto’s subsidiaries have also incurred losses. Kiranakart Wholesale Private Limited reported losses of ₹4,172.64 million in FY26, ₹2,733.69 million in FY25, and ₹40.52 million in FY24. Zepto Marketplace Private Limited reported losses of ₹15,286.04 million in FY26 and ₹9,663.04 million in FY25.
This matters because the group structure is important to the business model. If subsidiaries continue to incur losses, Zepto may need to keep supporting them financially.
16. Operating staff scale is massive
The company disclosed 5,212 employees excluding operating staff and 48,011 operating staff as of March 31, 2026. Operating staff include roles such as pickers, packers, delivery hub loaders, delivery hub associates, and shift-in-charge staff at dark stores.
This is one of the most important hidden complexities of quick commerce. The app looks digital, but the business is extremely physical. Execution depends on thousands of people, stores, delivery partners, inventory flows, compliance processes, and local operations.
17. Statutory dues delays: not huge in value, but worth noting
The UDRHP discloses past delays in provident fund payments. For the company’s employees excluding operating staff, PF delays were ₹1.94 million across 8 instances in FY26, ₹8.29 million across 41 instances in FY25, and ₹9.19 million across 18 instances in FY24. For operating staff, FY26 PF delays were ₹21.60 million across 7 instances, with delays of 15–74 days.
The company says these were rectified and no penalties had been levied or were expected as of March 31, 2026. Still, for a business with a huge distributed workforce, compliance discipline will be important after listing.
18. Food safety, licences, labour and store-level litigation are real risks
The outstanding litigation section includes multiple operational matters: food safety adjudication applications, expired/substandard food sample allegations, trade licence renewal matters, labour complaints, theft FIRs, trespass, assault, and store-level incidents.
Individually, many of these may not be financially large. But collectively, they show the nature of the business. Quick commerce is not just software. It is food handling, local licences, labour management, cold-chain execution, dark-store compliance, delivery discipline, and city-level operations.
Community takeaway: For Zepto, execution risk is legal risk, compliance risk, and brand risk.
19. Redseer report is company-commissioned
The industry data in the UDRHP is derived from the Redseer Report, which was exclusively commissioned and paid for by Zepto in connection with the offer. The UDRHP itself includes a risk factor saying reliance on such information is subject to inherent risks.
This does not mean the data is wrong. But investors should be careful with industry projections, TAM estimates, and penetration assumptions. In new-age IPOs, the market-size story can look very attractive, but valuation ultimately depends on cash flows.
| Metric | FY24 | FY25 | FY26 | What it tells us |
|---|---|---|---|---|
| Total orders | 132.87 mn | 332.11 mn | 640.18 mn | Orders nearly doubled in FY26. |
| Orders per day | 363,033 | 909,881 | 1,753,915 | Daily order scale has grown rapidly. |
| OPD growth YoY | NA | 150.63% | 92.76% | Growth remains strong but naturally moderating. |
| OPD per store | 1,325 | 1,565 | 1,677 | Store productivity is improving. |
| Net Receivables Value | ₹52,317.04 mn / ₹5,232 cr | ₹127,037.29 mn / ₹12,704 cr | ₹248,155.39 mn / ₹24,816 cr | Platform transaction value is scaling fast. |
| NRV growth YoY | NA | 142.82% | 95.34% | Strong growth, but slower than FY25. |
| Closing count of stores | 337 | 1,029 | 1,139 | Major store expansion happened in FY25. |
| Annual transacting users | 10.57 mn | 38.38 mn | 47.97 mn | User base grew sharply, but FY26 growth slowed. |
| ATU growth YoY | NA | 263.18% | 25.00% | Big deceleration in user growth after FY25 base expansion. |
| Advertisement receipts % | 1.11% | 6.05% | 7.78% | Ads are becoming a stronger monetisation lever. |
| Advertisement revenue | ₹491.72 mn / ₹49 cr | ₹6,512.41 mn / ₹651 cr | ₹16,357.26 mn / ₹1,636 cr | Ad revenue has scaled rapidly. |
Key anomalies and watchpoints investors should keep in mind
1. Huge growth, but losses are also huge
Revenue doubled in FY26, but the company still lost around ₹5,905 crore. Growth is impressive, but the path to profit is still the main unresolved question.
2. Adjusted EBITDA per order is improving but still negative
Q4 FY26 adjusted EBITDA per order was ₹(59.40). This is better than earlier periods, but still negative. Investors should track whether this can move to breakeven without hurting growth.
3. OFS investors have very low acquisition costs
Selling shareholders acquired shares at weighted average costs as low as ₹3.91–₹23.65 per share. IPO investors must compare this with the final price band.
4. IPO proceeds depend on management estimates
Dark-store expansion, leases, technology, marketing, and acquisition plans are based on management estimates and have not been appraised by an independent bank or financial institution.
5. Dark-store expansion locations are not fully locked
The company intends to open a large number of dark stores, but exact locations/properties are yet to be identified for some expansion plans. This creates execution and cost-overrun risk.
6. Lease liabilities are large
The company may not have conventional borrowings, but the lease-heavy model creates significant fixed commitments. If growth slows, operating leverage can work in reverse.
7. Subsidiaries are loss-making
Zepto Marketplace and Kiranakart Wholesale have meaningful losses. This matters because group-level support may continue to be required.
8. Public-market governance will be tested
Promoter trusts, ESOP expansion, related-party structures, large operating staff base, store-level compliance, and a fast-moving business model will all need strong governance after listing.
9. Competition is brutal
Blinkit and Instamart are not small competitors. Blinkit had larger order volume in FY26 and had turned adjusted EBITDA positive in Q4 FY26, according to the peer table.
10. Valuation will decide everything
A great company can still be a poor investment if priced too aggressively. Since Zepto has negative EPS and negative RoNW, traditional valuation metrics like P/E are not useful. Investors will likely look at market cap-to-sales, growth, cash burn, contribution margin, adjusted EBITDA trajectory, and comparison with listed quick-commerce peers.
| IPO Item | Number / Amount | Investor interpretation |
|---|---|---|
| Fresh issue size | Up to ₹80,100 mn / ₹8,010 cr | Money goes to Zepto. |
| Offer for Sale | Up to 113,466,566 shares | Money goes to selling shareholders, not the company. |
| Pre-IPO placement possible | Up to ₹16,020 mn / ₹1,602 cr | If completed, it will reduce the fresh issue size. |
| IPO route | SEBI ICDR Regulation 6(2) | Indicates Zepto does not meet the usual profitability/net-worth eligibility route under Regulation 6(1). |
| QIB allocation | At least 75% of net offer | Institutional demand becomes very important. |
| Retail allocation | Not more than 10% of net offer | Retail quota will be smaller than in regular profitable-company IPOs. |
What investors should track before applying
The final RHP and price band will be very important. Before deciding, investors should check:
- Final valuation: Market cap-to-sales based on FY26 revenue and Q4 annualised revenue.
- Fresh issue vs OFS mix: How much capital goes into the company versus selling shareholders.
- QIB demand: Since this is a Regulation 6(2) IPO, institutional appetite matters.
- Updated cash burn: Whether Q4 FY26 improvement continues.
- Adjusted EBITDA per order: The single most important unit economics metric.
- Dark-store productivity: OPD per store and store-level maturity.
- Blinkit comparison: Especially adjusted EBITDA and revenue scale.
- ESOP dilution: Fully diluted share count after listing.
- Use of proceeds: Any changes in RHP versus UDRHP.
- Litigation/compliance updates: Especially food safety, labour, licence, and dark-store matters.
| Area | Positive | Watchout |
|---|---|---|
| Growth | Revenue, orders, NRV, users have scaled rapidly | Growth rate is moderating from a high base |
| Unit economics | Adjusted EBITDA/order improved in FY26 | Still negative at ₹(78.75) per order |
| Cash flow | FCF/order improved in FY26 | Overall free cash flow still negative at ₹(43,295.42) mn |
| Store network | 1,139 dark stores by FY26 | Lease-heavy model with high fixed commitments |
| Monetisation | Advertisement revenue rising fast | Ads depend on continued order/user scale |
| IPO structure | Large fresh issue of ₹8,010 cr | OFS investors have very low acquisition costs |
| Profitability | Operating metrics improving | Losses remain very large at ₹5,905 cr in FY26 |
Final investor view
Zepto is a high-growth, high-risk, high-attention IPO.
The bull case is clear: quick commerce is becoming a daily-use habit in urban India, Zepto has built strong brand recall, scaled rapidly, improved order density, and has a chance to become one of India’s most important retail platforms.
The bear case is equally clear: the company is deeply loss-making, still burning cash, dependent on dark-store economics, facing intense competition, and asking public-market investors to fund a model where profitability is still emerging.
For the community, the right framing is this:
Zepto is not an IPO to evaluate on hype. It is an IPO to evaluate on unit economics.
The biggest question is not whether Zepto can grow. The UDRHP already shows it can.
The real question is: Can Zepto grow profitably, at scale, without continuously needing fresh capital?
Links to the UDHRP.
Please note: This is not a recommendation. Please read the RHP, price band, valuation, and risk factors carefully before making any investment decision.