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Why SEBI Has Paused Inox Clean Energy’s ₹10,000 Crore IPO

Why SEBI Has Paused Inox Clean Energy’s ₹10,000 Crore IPO

Kashvi Dhamija Kashvi Dhamija
Kashvi Dhamija

CFA Level I pass and BBA graduate, with strong foundation in finance and analytical concep... CFA Level I pass and BBA graduate, with strong foundation in finance and analytical concepts. Read more

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12 Oct, 2026
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Summary

Inox Clean Energy, part of the INOXGFL Group, is an integrated renewable energy company. In 18 months, it went from owning a 50 MW wind farm to running a 2.37 GW renewable platform with factories in two countries. Now it wants ₹10,000 crore from investors. SEBI has hit pause.


Industry Overview

India had about 206 GW of installed solar and wind capacity in March 2026. The government targets 500 GW of non-fossil capacity by 2030 and plans to add around 50 GW of renewables a year, against 15-20 GW historically. CRISIL, in a report commissioned by the company, expects 264-274 GW of renewable capacity (excluding large hydro) by FY31. 

Company Overview

The company runs two businesses. Its power-generation arm (IPP) has a 9.29 GW portfolio across India and Africa (2.37 GW operational on 31 August 2026, up from 50 MW in FY24). Its solar manufacturing arm has 6 GW of module capacity in India and the US, with 5 GW of modules and 8 GW of cells under construction. The IPP serves 108 customers at an average tariff of ₹4.05 per kWh, with about 19 years of PPA tenor left.

Offer Structure

The issue is up to ₹10,000 crore: a ₹8,000 crore fresh issue and a ₹2,000 crore offer for sale by promoter Devansh Jain. A pre-IPO placement of up to ₹1,600 crore may reduce the fresh issue. Out of the proceeds, ₹6,000 crore will be used to repay debt, while the rest will be used for general corporate purposes (capped at 25%).

Financial analysis

Audited consolidated financials:

Source: DRHP filed with SEBI

*EBITDA includes other income, which was ₹183 crore in FY26, of which ₹164 crore was fair-value gains on AIF investments. Excluding other income, EBITDA stands at ₹32 crore (18.1% margin) for FY26.

Revenue rose nearly 3.8x in FY26 on acquisitions and module sales. Profit rose to ₹31 crore, but the AIF gains mean a large part of it did not come from operations. Debt grew from ₹352 crore to ₹7,576 crore in one year, and equity funds only about 27% of total assets. Operating cash flow turned negative, so the ₹3,589 crore investing outflow was funded by financing.

 

Pro forma financials (unaudited):

Assumes all acquisitions were complete from 1 April 2025.

Source: DRHP filed with SEBI

*EBITDA includes about ₹379 crore of other income.

The combined business is about 11.5x the audited FY26 revenue. Finance costs of ₹1,005 crore and depreciation of ₹1,054 crore (about ₹337 crore of it a pro forma adjustment) absorb the EBITDA and lead to a loss. Debt-to-equity is about 4.5x, roughly double the audited level.

 

Current valuation (FY26):

The market cap is about 36x pro forma revenue. The P/E reflects FY26 PAT of only ₹31 crore, so the valuation rests on future earnings.

Key Strengths

  • Fast, visible growth. Operational capacity rose from 50 MW in FY24 to 2.37 GW in about 1.5 years, and 6.16 GW is now contracted. Another 3.13 GW has land or grid connectivity approved but no signed PPA. 
  • Group support that speeds up projects. Exclusive agreements give first rights to Inox Wind’s substations, transmission lines and sites, EPC services from Inox Renewable Solutions and O&M from Inox Green Energy Services. Access to grid connections and land is a major bottleneck in Indian renewables, so this can shorten timelines.
  • Generation plus manufacturing. Generation provides steady long-term cash flow, while manufacturing gives exposure to India’s push for local solar supply. 
  • Spread across assets and regions. Contracted capacity is 4.01 GW solar, 1.15 GW wind and 1.0 GW wind-solar hybrid. The company also operates in Africa through its SkyPower MENA venture and has 1.2 GW of battery storage in its future capacity. The mix reduces dependence on one technology, state or off-taker type.

Key Risks to Watch

  • Leverage: The IPO repays only about a third of the debt, and pro forma finance costs are about 61% of EBITDA.
  • Group dependence: Top off-takers made up 82.4% of FY26 renewable revenue, and group company GFL alone about 33.5%.
  • Execution: The 597 MW Windworld and Actis GreenGen acquisitions are still pending.
  • Earnings quality: FY26 profit leaned on investment gains, and cash losses were ₹10.6 crore.

Why SEBI has put the IPO on hold

SEBI’s weekly processing report of 1 October 2026 lists the IPO as “observations kept in abeyance”. This means SEBI has paused its review. It has not rejected the IPO, and the company has not withdrawn its draft offer document. SEBI has not given a reason. Moneycontrol, citing unnamed sources, reported that the pause relates to scrutiny of INOXGFL group transactions.

The DRHP itself discloses one related matter. On 5 December 2025, SEBI wrote to Inox Green Energy Services (IGESL), Inox Clean Energy’s former parent, about how it sold its stake in the company and three subsidiaries. SEBI raised three questions:

  • Sale price mismatch. IGESL’s board and shareholders approved the stake sale at ₹290 crore, but its FY25 accounts show only ₹90 crore received. IGESL says ₹290 crore was the enterprise value: about ₹200 crore went to repay a Power Finance Corporation loan and ₹90 crore was the equity payment.
  • Subsidiaries sold at face value. Three subsidiaries (Inox Neo, Flurry Wind and Flutter Wind) were transferred to Inox Clean at face value. Inox Neo later raised about ₹292 crore at ₹265 a share. IGESL says the three had no operations or revenue-generating assets at the time, so book value was used.
  • Two valuation reports. Two reports dated 20 October 2023, by the same valuer, gave materially different values for Inox Clean. IGESL says the first report left out a debt adjustment, and the corrected one was used for approvals.

IGESL’s last response to SEBI, dated 8 April 2026, is the latest disclosed. The DRHP says no show-cause notice, order or adjudication proceeding has been issued against IGESL. It also says the outcome of the inquiry cannot be assured. These questions are about past dealings between group companies. Neither SEBI nor the DRHP questions the renewable energy business itself.

Conclusion

Inox Clean Energy offers rapid growth, long-term contracted revenue and an integrated group ecosystem. Against that, its growth has been largely debt-funded, much of FY26 profit came from investment gains, and the valuation depends on future earnings. The SEBI pause adds uncertainty about timing and about how the group transactions will be resolved.

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