Zepto’s co-founders, Aadit Palicha and Kaivalya Vohra, received a summons from the Enforcement Directorate (ED) in April this year in connection with proceedings under the Foreign Exchange Management Act (FEMA).
The disclosure was made in an updated draft of the UDRHP’s Initial Public Offering (IPO)-linked Red Herring Prospectus (UDRHP), in the section on risk factors.
The Executive Director requested information and documents related to foreign investments, financial statements, and the company’s business.
Updated DRHP for Zepto IPO
According to the updated DRHP report submitted on Monday, the CEO sought details including foreign and offshore investments, audited financial statements, shareholding patterns, information on loans and guarantees, income tax returns, bank accounts, immovable properties and a memorandum on Zepto’s business model.
The summons, dated April 8, 2026, requires the founders to appear before the CEO to provide relevant documents and information.
“Two of our promoters, namely Aadit Palicha and Kaivalya Vohra, have received summons, each dated 8 April 2026, from the Enforcement Directorate of the Ministry of Finance, Government of India, requesting them to appear before the CEO, to produce certain documents and/or furnish information in relation to our company and/or themselves,” the document said.
The information requested relates to “details of foreign and offshore investments; audited balance sheets since the financial year 2020-2021; immovable property owned; shareholding pattern; details of loans/guarantees; income tax returns and bank accounts; and a note on our business model, in relation to procedures under the Foreign Exchange Management Act 1999.”
According to Zito, Vohra appeared before the ED on April 17, 2026 and April 22, 2026, and Palica on April 20, 2026 and May 15, 2026, respectively, in compliance with the summons.
“As of the date of this updated draft of the Red Herring-I prospectus, they have provided relevant information and documents at the request of the CEO pursuant to the subpoena, as well as follow-up information requested by the CEO as well as their interactions, including certain details regarding our retention structure, scheme, and additional information regarding our business such as employment agreements and invoices.”
Zepto’s IPO draft said that as of the date of Red Herring’s updated draft prospectus, it had not received any further communications from the CEO after submitting responses, but added: “We cannot assure you that there will be no future inquiries or that they may escalate into investigations, legal proceedings or any potential sanctions.”
Zepto IPO
Zepto has submitted updated draft papers to markets regulator SEBI for filing $8,010 crore through fresh issue of shares as part of the proposed IPO.
Along with the new release, there will be an Offer for Sale (OFS) of $11.35 lakh crore in equity shares by existing shareholders, most of whom are early institutional investors, according to UDRHP.
The company’s promoters, including co-founders Aadit Palicha and Kaivalya Vohra, will not dilute any of their shares in the IPO.
According to people familiar with the matter quoted by PTI, the total size of the issue is estimated at approx $11,000 crores. Zepto is expected to launch its IPO in July.
Out of the total OFS of 113,466,566 equity shares, the promoter group, which also includes Lazarus Trust and Vohra Trust, is selling the entire stock. Lazarus Trust and Vohra Trust are two private family trusts settled by Aadit Palicha and Kaivalya Vohra, respectively.
As per UDRHP, the promoters hold 2,327,948,161 equity shares of nominal value $5, which represents 18.47 percent of Zepto’s issued, subscribed and paid-up capital.
Instead, Nexus Ventures will be the largest selling shareholder, disposing of over Rs 8.77 lakh crore worth of equity through two of its entities.
The largest stake will be sold up to 57,357,141 shares of stock, while Nexus Ventures VII Holdings, LLC will sell up to 30,398,907 shares of stock.
Razor Ventures Zepto LLC will offer up to 9,364,174 shares of stock, and Contrary ZEP Holdings LLC will sell up to 7,801,378 shares of stock.
Additionally, Kaiser Foundation Hospitals will sell up to 4,385,912 shares of stock, and Kaiser Permanente Group Trust will sell up to 4,159,054 shares of stock.
The quarterly loss narrows and widens on an annual basis
Zepto narrowed its net losses to $1,538.67 crore in Q4 FY26, down from Rs 1,538.67 crore. $1,831.91 crore in Q4FY25.
For the full fiscal year 2025-2026, Zepto’s loss widened to $5,905.19 crores, compared to a loss $4,699.71 crore in the previous financial year.
Zepto’s revenue from operations increased 75.26 percent to $7,497.64 crore in Q4FY26, from $ 4,278.06 crore in Q4FY25.
Revenue from operations doubled to $22,623.58 crore in FY26, vs $11,109.94 crore in FY25.
During Q4 FY26, Zepto handled a total of 21 lakh orders, at an average of 23.3 lakh per day. Over the entire financial year, the platform processed 64 lakh orders, averaging 17 lakh orders per day.
As of March 31, 2026, Zepto had 4.79 lakh annual transaction users (ATU), representing a growth of 25 percent year-on-year. The total number of Zepto dark stores reached 1,139.
Proceeds from the new issue will be directed towards expanding Zepto’s dark store network across new and existing geographies, covering existing store rentals, and investing in cloud infrastructure and technology.
The funds will also support marketing initiatives and inorganic growth opportunities.
Upon listing, Zepto will compete directly with its listed counterparts, Eternal and Swiggy, on the exchanges, competing with their own express commerce arms, Blinkit and Instamart.
Originally incorporated as Kiranakart Technologies Pvt Ltd in December 2020, the company was rebranded as Zepto Pvt Ltd in April 2025 before converting to a public limited company in December 2025.
