Inox Clean Energy: Decoding the ₹10,000 crore IPO

In March 2024, Inox Clean Energy owned a single 50 MW wind project and earned about ₹39 crore a year. Today it claims a 9.29 GW renewable portfolio across India and Africa, plus 6 GW of solar module factories in Gujarat and North Carolina.

That is roughly a 185x jump in portfolio size in about 30 months. Almost all of it came from buying other people's assets.

Now the company wants to list. On September 29, 2026 it filed its Draft Red Herring Prospectus (DRHP) for a ₹10,000 crore IPO: a ₹8,000 crore fresh issue plus a ₹2,000 crore offer for sale by promoter Devansh Jain. If it goes through at that size, it will be one of the largest renewable energy IPOs India has seen.

So what exactly are investors being asked to buy? A power producer? A solar panel maker? A holding company stitched together at record speed? Let's break it down.

All figures are from the company's DRHP dated September 29, 2026. The DRHP reports in ₹ million; we have converted to ₹ crore (₹10 million = ₹1 crore). Indian fiscal years run April to March, so FY26 = April 2025 to March 2026.

Inox Clean runs two businesses under one roof, and leans on its promoter group for almost everything in between.

Engine 1: Power generation (the IPP business). An independent power producer (IPP) owns solar and wind plants and sells the electricity under long contracts. Inox Clean does this through Inox Neo Energies in India and SkyPower Services MENA (a venture with partner Arctic International) in Zambia, Zimbabwe and the DRC.

As of August 31, 2026, the IPP portfolio stood at 9.29 GW:

Only about a quarter of the headline number actually generates power today. By technology, the total splits into 4.06 GW solar, 1.84 GW wind, 1.23 GW wind-solar hybrid and 2.17 GW solar plus battery storage.

Engine 2: Solar manufacturing. Inox Solar makes solar panels (modules). It has 3 GW of TOPCon module capacity at Bavla, Gujarat and 3 GW in Greenville, North Carolina, bought from Boviet Solar in May 2026. It is now building its own solar cells: 5 GW cells plus 5 GW modules in Dhenkanal, Odisha, and 3 GW cells in Greenville, all targeted for FY28.

Why cells? From June 1, 2026, India requires modules for most projects to use cells from ALMM List-II, the government's approved list of domestic cell makers. In the US, Section 45X tax credits and import tariffs reward local cell production. A module maker that only assembles imported cells is getting squeezed in both markets.

The glue: the INOXGFL group. Inox Clean is part of the Jain family's INOXGFL group, which has three listed companies worth about ₹51,760 crore combined. Inox Clean has exclusive contracts with its siblings:

• Inox Wind (IWL): wind turbines, plus first rights over its substations, transmission lines and project sites (over 1 GW for wind and 1.5 GW for solar).

• Inox Renewable Solutions (IRSL): engineering, procurement and construction (EPC), plus land procurement.

• Inox Green Energy Services (IGESL): exclusive operations and maintenance (O&M) for the plants.

• Gujarat Fluorochemicals (GFL): the single biggest power customer.

The pitch is simple. Grid access and land are the two biggest bottlenecks for renewable developers in India, and the group already has both. The company calls itself a "dual-engine" platform: steady annuity cash from power plants, plus growth from manufacturing.

In FY26, 83% of revenue came from selling electricity and 17% from selling modules. But most of the modules were sold to its own power plants.

How the power business earns. Each plant sits in its own subsidiary (an SPV) and signs a power purchase agreement (PPA) that fixes the tariff, the tenure and the buyer. Revenue is simple arithmetic:

Revenue = megawatts × hours in a year × plant load factor (PLF) × tariff per unit

Take 1 MW of solar at the company's trailing 23% PLF and its ₹4.05/kWh average tariff. It generates roughly 20 lakh units a year and earns about ₹82 lakh. That money keeps coming for as long as the PPA runs, which on average is another 19.1 years. Our illustration, not a company figure.

Who buys the power (operating capacity as of August 31, 2026):

About 46% of C&I capacity is tied to hyperscalers and data-centre customers, a buyer group that pays well and is growing fast. In Africa, the PPAs are signed in US dollars with state utilities, run up to 30 years and escalate with inflation by up to 3% a year.

How the manufacturing business earns. It buys solar cells, glass, encapsulant and frames, assembles them into modules and sells them. Margin = module price minus these inputs. That makes it a cyclical, price-driven business, very different from the annuity-like power business.

Here is the catch. Inox Solar's gross FY26 revenue was ₹176 crore, but ₹145 crore of it was sold to Inox Clean's own power arm and eliminated on consolidation. Only about ₹30 crore reached outside customers. The order book looks bigger: 6.97 GW in India, but only 1.84 GW is in binding contracts or letters of intent, and about 1 GW of the total is for Inox Neo.

In the US, the company does not own the customer relationships yet. Under an OEM agreement, Boviet keeps the customer contracts and passes about 1.6 GW of orders to Inox on a back-to-back basis.

Customer concentration. In FY26, five customers made up 80.3% of power revenue:

This concentration should ease as acquired portfolios with 108 customers show up in full-year numbers. On a proforma basis (all deals counted for all of FY26), revenue would have been ₹2,046 crore. The Vena portfolio alone would contribute ₹768 crore, more than four times what Inox Clean itself reported.

Since June 2025, Inox Clean has done 11 acquisitions (the DRHP counts nine, leaving out asset purchases such as Boviet) and has 2 more pending. Together they add about 2.11 GW of operating capacity, plus pipeline assets in India and Africa and the whole US manufacturing business. Operating capacity went from 107 MW (March 2025) to 2.37 GW (August 2026). CRISIL, in a report paid for by the company, says that is about 80% faster than other leading Indian platforms took to reach similar scale.

Source: DRHP, "History and Certain Corporate Matters", note 71 to restated financials and note 3 to proforma financials. Considerations are equity values unless stated; project debt in the acquired SPVs comes on top.

Three things stand out.

The equity cheques were small; the debt was large. The five FY26 deals cost ₹932 crore in equity but brought in ₹4,590 crore of existing borrowings. That is how a company with a ₹429 crore net worth in March 2025 bought gigawatts.

Several deals were bought below book value. On the FY26 deals, the fair value of net assets exceeded the price paid by ₹1,026 crore, which was booked as a capital reserve. Vibrant alone accounted for ₹899 crore of it. This bargain-purchase gain helped lift FY26 net worth to ₹1,918 crore. Buyers of distressed or motivated-seller portfolios (Macquarie exiting, an insolvency process for Windworld) can get this; investors should still ask why sellers accepted it.

Windworld comes with a related-party twist. Inox Neo bid alongside Authum Investment and Infrastructure, which pays ₹350 crore for Windworld's real estate. Windworld's O&M business is being carved out and sold for ₹550 crore to Vibhav Energy, which the DRHP names as a related party of the company. That ₹550 crore is used to fund part of Inox Neo's share of the bid.

Reported revenue grew 4.5x in three years to ₹178 crore in FY26, but operating profit did not grow at all. The FY26 net profit came from investment gains.

Proforma assumes every acquisition, including the pending Athena and Windworld deals, was owned from April 1, 2025. It is illustrative, not actual. FY24 is standalone; FY25 and FY26 are consolidated. EBITDA = profit before tax + depreciation + finance cost – other income.

FY24 and FY25 were a small wind business. Revenue of ₹39–47 crore came from 50–107 MW of wind capacity and one or two customers, which is why EBITDA margins were 76–89%. That is what a pure power plant looks like: high margins, heavy interest.

FY26 was the year everything changed, and margins collapsed to 18%. The Bavla factory started selling modules, and module-making is a raw-material business. The acquired power plants arrived late in the year, so their costs showed up before a full year of their revenue did.

The ₹31 crore profit is not an operating profit. Other income of ₹183 crore included ₹164 crore of fair-value gains on investments in alternative investment funds (AIFs). Strip out other income and FY26 would have been a pre-tax loss of about ₹138 crore. Cash from operations was negative ₹52 crore.

The proforma picture shows the real shape of the business. Once every acquired plant is counted for a full year, revenue jumps to ₹2,046 crore and EBITDA to ₹1,190 crore, a healthy 58% margin. But interest (₹1,005 crore) and depreciation (₹1,054 crore) together eat more than all of it. The result is a ₹408 crore net loss. About ₹337 crore of that depreciation comes from marking acquired assets up to fair value, so it is an accounting charge rather than cash.

This is the classic infrastructure pattern: healthy cash profit at the plant level, thin or negative accounting profit at the group level while debt is high.

Mostly with debt. Fund-based borrowings stood at ₹16,782 crore on August 31, 2026, up from ₹352 crore in March 2025. The IPO's main job is to cut that by ₹6,000 crore.

The debt pile. Here is how borrowings have grown:

Most of it sits at the project level. Step-down subsidiaries, the SPVs that own the plants, carry about ₹13,524 crore of secured term loans. Much of that came along with the acquired portfolios rather than being newly borrowed. The parent company itself owes about ₹3,133 crore: ₹1,679 crore of secured term loans, ₹1,440 crore of compulsorily convertible debentures (CCDs) and a small inter-corporate deposit. There are also about ₹1,028 crore of bank guarantees and letters of credit. On a proforma basis, net debt is 4.19 times equity.

Where the money came from (November 2024 to September 2026):

The CCDs deserve a closer look. They pay a cash coupon of 5% until March 2027, stepping up to 7% and then 9%. On top of that, holders are entitled to a 17% annual return, and they convert at ₹551 a share, a 27% discount to the latest ₹750 round. That is expensive money, and a sign of how fast the company needed capital.

FY26's cash flow statement tells the same story in one line: ₹3,589 crore went out on investments and acquisitions, and ₹3,389 crore came in from financing. Operations used ₹52 crore.

What the IPO money does. Of the ₹8,000 crore fresh issue, ₹6,000 crore goes to repaying or prepaying loans at the parent, Inox Solar, Inox Neo, Inox Solar Americas and several SPVs, during FY28. That equals 35.75% of August 2026 borrowings. The rest (up to 25% of gross proceeds) is for general corporate purposes. The ₹2,000 crore offer for sale goes to the promoter, not the company. A pre-IPO placement of up to ₹1,600 crore may also happen, which would shrink the fresh issue.

The last round, on September 22, 2026, priced Inox Clean at about ₹71,000 crore. Actis bought 40 lakh shares at ₹750 each, the same price Rising Sun Holdings paid for ₹700 crore of shares on July 1, 2026.

The maths (our calculation from DRHP share counts):

Add the ₹8,000 crore fresh issue and a listing at ₹750 would mean a post-IPO market cap near ₹79,000 crore. The actual IPO price band is not set yet.

How the price climbed:

That is a 6.8x rise in share price in 21 months, and roughly 750x on the price the promoter paid. Part of this reflects real change: the company went from one small wind asset to 2.37 GW of operating plants and 6 GW of factories. Part of it is that the promoter entered at a very low valuation, a transaction on which SEBI has sought clarifications (see Risks).

What ₹71,000 crore buys, on proforma FY26 numbers:

Power producers with contracted cash flows are usually valued on enterprise value to EBITDA, and 74x is very rich for that model. The DRHP's own peer table offers a useful yardstick. ACME Solar, with 2.99 GW operating, reported FY26 revenue of ₹2,023 crore, EBITDA of ₹1,781 crore and a profit of ₹498 crore. Inox Clean's proforma revenue is about the same, but its EBITDA is a third lower and it makes a loss. Check ACME's and other peers' current market values before comparing prices. The ₹750 price only makes sense if you believe the 9.29 GW portfolio gets built, manufacturing turns profitable, and interest costs fall sharply after the IPO. Our note: proforma numbers exclude a full year of Bavla's second phase and the US factory, so forward EBITDA should be higher.

Price protections built into the deals. Two investors have downside cover that tells you where insiders think the floor is:

• SkyPower got its shares at ₹551 with an assured value of $85.5 million. If the IPO price leaves the shares worth less than that, the difference is paid in cash, now guaranteed personally by Devansh Jain.

• Actis has a put option on promoter group company Inox Leasing and Finance: if the IPO is not done by September 30, 2027, it can sell back at ₹750 plus 11% a year.

Devansh Jain owns 95.03% of Inox Clean, jointly with co-promoter Avarna Jain. Everyone else together holds under 5%.

Pre-IPO shareholding pattern (equity shares, as of the DRHP):

Source: DRHP "Capital Structure" and draft abridged prospectus.

Waiting in the wings. Convertible instruments will add up to about 3.48 crore more shares before the IPO:

• Preference shares (CCPS): Lend Lease, Progressive Star Finance, Shivangini Bhartia Family Trust, Narantak Dealcomm, R2TM, SMMS Trust (₹200 crore) and Authum (₹150 crore). They convert into up to 76 lakh shares.

• Convertible debentures (CCDs): Motilal Oswal Finvest, Momentum Capedge and India Credit Excellence Fund-I. They convert into up to 2.72 crore shares at ₹551.

After the IPO. An illustration only, since the price band is not yet set: at ₹750 a share, the fresh issue would add about 10.7 crore shares, and the promoter would sell about 2.7 crore in the offer for sale. The promoter's stake would then fall to roughly 80%, still leaving the family firmly in control.

Two patterns are worth noticing. First, several shareholders are also counterparties: SkyPower sold assets for shares, Actis is selling Athena while buying equity, and Authum co-bids on Windworld. Second, the promoter's 95% was built at an average cost of ₹0.70 a share, against a latest round price of ₹750.

The biggest risks are governance, leverage and execution speed. The company lists 75+ risk factors; these are the ones that matter most for this business model.

1. A SEBI inquiry into how the promoter got the company. In November 2024, listed group company Inox Green Energy Services (IGESL) sold 100% of Inox Clean for ₹290 crore in enterprise value. ₹200 crore went to repay a PFC loan, and ₹90 crore was the equity paid by Devansh Jain's family. IGESL also sold three subsidiaries, including Inox Neo, at face value. Inox Neo later raised about ₹292 crore at ₹265 a share. Since December 2025, SEBI has asked IGESL about the gap between ₹290 crore and ₹90 crore, and why the valuer issued two materially different reports on the same date. No show-cause notice has been issued, but an adverse finding could hurt the group's reputation. In hindsight, IGESL's public shareholders sold a company now valued at about ₹71,000 crore, though most of that value was built later with new capital and acquisitions.

2. Debt and interest. Borrowings of ₹16,782 crore, a proforma net debt to equity of 4.19x and a proforma net loss of ₹408 crore leave little room for error. The CCDs promise a 17% annual return. If interest rates rise or the IPO is delayed or smaller, the repayment plan weakens.

3. Integration of 13 deals at once. The company calls itself "a new entrant with limited operating history" in solar power and large-scale manufacturing. Windworld (597 MW) still needs NCLT-plan conditions and payment; Athena (559 MW) needs approvals and consents. Either could slip or fail.

4. Customer concentration. Five buyers gave 80% of FY26 power revenue. GFL (33.5%) is a group company, and Madhya Pradesh's DISCOM (31.2%) is a state utility. State DISCOMs in India have a history of delayed payments and attempts to renegotiate tariffs.

5. Deep related-party ties. Construction, land, O&M, turbines and the largest customer all come from group companies under exclusive contracts. That brings speed, but also conflict-of-interest risk on pricing. Windworld's O&M arm is going to Vibhav Energy, a related party, for ₹550 crore.

6. Manufacturing is unproven and mostly captive. About 83% of Inox Solar's FY26 sales went to its own power arm. Only 1.84 GW of the 6.97 GW India order book is in binding contracts or letters of intent; the rest is non-binding MoUs and awards. The company has no long-term supply contracts for cells, and its own cell plants arrive only in FY28. Module prices are volatile, and the ALMM List-II rule now makes imported cells a disadvantage.

7. US policy risk. The US business depends on Section 45X credits, tariffs and domestic-content rules that can change with administrations. For now it sells through Boviet's customer contracts rather than its own.

8. Africa is still a promise. None of the 2.91 GW in Zambia, Zimbabwe and the DRC is operating yet; 149 MW is under construction. These markets carry sovereign, currency and political risk, and Inox owns only 50% of the platform.

9. Quality of earnings. FY26 profit relied on ₹164 crore of fair-value gains on AIF investments, and operating cash flow was negative. The statutory auditor has included CARO remarks on the standalone financials for all three years. Acquisition accounting has also created goodwill and intangibles that could be impaired.

10. Insider price guarantees. The promoter has personally guaranteed SkyPower's $85.5 million assured value, and a promoter group company has given Actis a put at ₹750 plus 11%. These arrangements create strong pressure to list soon and at a high price.

Inox Clean is a real business with real assets, bought fast, funded with debt and priced for a future that has not happened yet.

The bull case is easy to see. Contracted power at ₹4.05 a unit for 19 years, a C&I book tilted towards data centres, a group that owns scarce grid connections, and factories positioned for India's and America's push to make cells at home. If the 9.29 GW gets built and the IPO pays down debt, today's proforma loss could turn into steady profit.

The bear case is just as clear. Reported profits are thin and partly from investment gains. Debt is ₹16,782 crore. Manufacturing mostly sells to itself. And the promoter bought the company for ₹90 crore in a transaction SEBI is still asking about, while now selling ₹2,000 crore of shares in the IPO.

What to watch before the IPO opens:

• The price band, and the resulting enterprise value to EBITDA versus ACME Solar, NTPC Green and Adani Green.

• Whether Windworld and Athena close, and at what final price.

• Any update on SEBI's inquiry into IGESL.

• Q1 and Q2 FY27 results, the first quarters with Vibrant and Vena fully consolidated.

• How much of the module order book turns binding with outside customers.

This article is for education and information only. It is not investment advice or a recommendation to buy or sell any security. Check the final Red Herring Prospectus and consult a SEBI-registered adviser before investing.

Sources: Inox Clean Energy Limited, Draft Red Herring Prospectus dated September 29, 2026, and Draft Abridged Prospectus (both filed with SEBI and available at inoxclean.com/investors). Industry data in the DRHP comes from a CRISIL report commissioned and paid for by the company. Multiples, per-MW revenue and post-IPO stake estimates are our own calculations from DRHP figures.