Zepto’s UDRHP can be accessed here.
Quick commerce firm Zepto filed its updated draft red herring prospectus (UDRHP) with the Securities and Exchange Board of India (SEBI) on June 8, 2026, for an initial public offering (IPO) comprising a fresh issue of Rs 8,010 crore and an offer for sale by existing investors. Here is what the filing discloses.
1. ED summons to both founders: The Enforcement Directorate (ED) sent summons dated April 8, 2026 to promoters Aadit Palicha and Kaivalya Vohra under the Foreign Exchange Management Act, 1999 (FEMA), asking them to produce:
- Details of foreign and overseas investments.
- Audited balance sheets since financial year 2020-21.
- Shareholding patterns, loans, guarantees, immovable properties, income tax returns, and bank account details.
- A note on Zepto’s business model.
The founders complied as follows:
- Vohra appeared before the ED on April 17 and April 22, 2026.
- Palicha appeared on April 20 and May 15, 2026.
Both supplied follow-up information on Zepto’s holding structure, its corporate restructuring scheme, and business agreements and invoices.
Zepto said it has received no further communication from the ED since responding. However, it warned that the matter could escalate into investigations, proceedings, or penalties. The filing separately states Zepto is a “foreign owned and controlled” company under the Consolidated Foreign Direct Investment (FDI) Policy and FEMA Rules, which restrict the businesses it can enter and the Indian companies in which it can invest.
2. A dark patterns fine, despite a clean self-declaration: The Central Consumer Protection Authority (CCPA) issued a show cause notice on January 30, 2025 to subsidiary Zepto Marketplace Private Limited (ZMPL) over two alleged dark patterns:
- Basket Sneaking: Zepto allegedly pre-ticked a membership pass fee and added it to the cart without user consent.
- Drip Pricing: Zepto allegedly failed to disclose handling fees in the initial offer and displayed them only in the final price.
Zepto contested both allegations, saying users could see the membership option and remove it with a single click, and that all charges were displayed before payment.
Through an order dated December 4, 2025, the CCPA directed ZMPL to:
- Stop the practices.
- Conduct regular self-audits and publicly disclose the results.
- Pay a penalty of Rs 7 lakh.
Zepto appealed to the National Consumer Disputes Redressal Commission (NCDRC), which granted an interim stay on January 20, 2026. The penalty followed Zepto’s own self-audit declaration asserting that it did not use dark patterns, highlighting a gap in the regulator’s self-regulation framework. The matter remains pending.
3. A second CCPA notice, on MRP overcharging: The CCPA issued another notice on June 4, 2025 to ZMPL for “Drip Pricing” and “Disguised Advertisement”, alleging the platform listed products above their maximum retail…
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