Zepto IPO 2026: Updated DRHP Filed for Rs 8,010 Crore Issue

Filing brings Zepto closer to a key new-age listing

Quick commerce company Zepto has filed its updated draft red herring prospectus (UDRHP) with the Securities and Exchange Board of India (SEBI) for a proposed initial public offering (IPO). The filing, reported as made on Monday, moves the five-year-old company closer to what multiple reports describe as one of the most watched new-age listings of the year. The IPO is described as being around $1 billion, with the rupee size cited in a range of about Rs 9,000-9,500 crore in one account and Rs 9,000-10,000 crore in another.

The updated prospectus sets out a structure that combines a large fresh issue with an offer-for-sale (OFS) by existing shareholders. The final size of the OFS, and therefore the total IPO size, is expected to be determined closer to the launch. Reports also link the updated filing with the next steps in the IPO process, including investor roadshows.

Issue structure: fresh issue plus OFS

As per the updated prospectus details cited across the provided text, the IPO will include a fresh issue of equity shares worth Rs 8,010 crore. It will also have an OFS component by existing investors and shareholders, aggregating up to 113 million shares (11.3 crore shares). Another line item in the filing notes that Zepto has proposed to issue up to 1,60,20,000 equity shares of face value Rs 5 each, aggregating up to Rs 8,010 crore through the fresh issue.

Based on the OFS size, the total issue is expected to be between Rs 9,000 crore and Rs 10,000 crore, as referenced in the text. The company is also stated to be raising up to Rs 1,602 crore through a pre-IPO placement round, as per the updated DRHP.

Who is selling in the offer-for-sale

The OFS will see share sales by existing investors including Nexus Ventures VI Holdings, Nexus Ventures VII Holdings, Contrary ZEP Holdings, Razor Ventures Zepto, Kaiser Foundation Hospitals and Kaiser Permanente Group Trust. Another part of the provided text also names Nexus Ventures, Contrary, Razor Ventures and Kaiser Foundation entities among the sellers.

The prospectus notes that the final OFS size will be decided closer to the issue launch. That approach is typical in large IPOs where shareholder selling can be adjusted based on investor demand, pricing discussions, and the overall structure settled nearer the opening date.

Use of proceeds: dark stores, leases, tech, and marketing

Zepto has outlined multiple uses for the net proceeds from the fresh issue. The company said it intends to use funds to expand its dark store network across existing and new geographies. It also plans to fund lease rentals for existing dark stores, invest in technology and cloud infrastructure, and support marketing and business promotion initiatives through its subsidiary Zepto Marketplace Pvt Ltd.

In addition, the filing mentions inorganic growth opportunities and general corporate purposes as part of the planned deployment of capital. The focus areas reflect the operating model of quick commerce, which relies on dense fulfilment infrastructure and technology systems to manage inventory, fulfilment, and delivery operations.

Timeline: from confidential filing to updated DRHP

Zepto had filed its IPO papers confidentially with SEBI in December 2025. The company then received the regulator’s approval in May, with a separate reference specifying that SEBI issued observations on 8 May, which effectively green-lighted the IPO process.

With the updated DRHP now filed, the process moves into a more public disclosure phase, where the offer document becomes a key reference point for investors. The text also references a possible July listing window and roadshows, but those elements are presented as report-based timelines rather than a firm schedule confirmed by the company.

Book-running lead managers for the issue

The IPO is being managed by a syndicate of investment banks and advisory firms acting as book-running lead managers. The names listed are Axis Capital, Morgan Stanley India, Goldman Sachs (India) Securities, Motilal Oswal Investment Advisors, HSBC Securities and Capital Markets (India), JM Financial, and IIFL Capital Services.

The breadth of the lead manager roster is consistent with a large, high-profile IPO, where domestic and global distribution capabilities are typically combined for institutional marketing and execution.

Quick commerce context and competitive landscape

The provided text positions Zepto as a rival to Eternal’s Blinkit and Swiggy Instamart. It also cites India’s quick commerce market size as $10-11 billion. The mention of this market context helps explain why Zepto’s expansion plans emphasise dark stores and supporting infrastructure.

Some parts of the material also reference reported valuation expectations. One account states the startup was last valued at $1 billion, while another mentions officials close to the company indicating it may eye a $1-8 billion valuation for the offer, while also noting that bearish capital market sentiment could affect valuation.

Key facts table

What the updated DRHP changes for investors

An updated DRHP is a critical step because it is designed to provide a clearer, public view of the proposed share sale and how the company plans to use the capital. In this case, the filing also clarifies the balance between primary fundraising (fresh issue) and shareholder selling (OFS), and it outlines where the fresh issue proceeds are intended to go.

For the market, the document also signals execution momentum after the December 2025 confidential filing and the regulator’s observations in May. The remaining variables, as explicitly stated, include the final OFS size and the total IPO size that will be settled closer to the launch.

Conclusion

Zepto’s updated DRHP filing with SEBI sets the stage for a large IPO built around a Rs 8,010 crore fresh issue and an OFS of up to 11.3 crore shares by existing investors. The company has outlined expansion of dark stores, lease support, technology and cloud spending, marketing through Zepto Marketplace, and inorganic growth as key uses of funds. With SEBI observations dated 8 May and the updated filing now made public, the next milestones referenced in the reports include investor roadshows and finalising the issue structure closer to launch.