v3.25.3
Business acquisitions
 6 Months Ended
Sep. 26, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business acquisitions Business acquisitions
On May 7, 2025, as part of an all-cash transaction, the Company acquired 100% of the interest in Bentek, an industry pioneer and manufacturer of electrical infrastructure used in all types of solar power plants. Additionally, on May 9, 2025, the Company acquired 100% of the interest in OnSight, a supplier of autonomous inspection robots and fire detection systems purpose-built for solar plants. Further, on September 8, 2025, the Company acquired 100% interest in Origami, a pioneer in roll-formed steel frame technology for solar plants.
These business acquisitions expand Nextracker’s capabilities to provide its customers with electrical infrastructure components that collect and transport electricity from solar panels to the power grid, and certain services related to operations and maintenance. Additionally, the acquisition of Origami expands the Company's capability to accelerate panel installation and improve long-term system performance. These business acquisitions continue Nextracker’s strategy of adding and incorporating complementary technologies into the company’s market-leading tracker platform to accelerate solar power plant construction, increase performance, and enhance long-term reliability.
The aggregate cash consideration of the foregoing business acquisitions was approximately $108.3 million, net of cash acquired. Their aggregate total purchase price of $140.2 million includes $2.9 million of deferred consideration expected to be paid within a 12-month period, and $28.9 million of contingent earnout in aggregate (with a maximum possible consideration of $57.5 million).
The contingent earnout related to the Bentek acquisition is subject to the receipt of an intellectual property “freedom to operate” legal opinion and safety standard certifications for a certain product. As of the acquisition date, the fair value of this contingent earnout liability was estimated to be $7.4 million based on a Scenario-Based Method, which identifies probability-weighted outcomes scenarios to arrive at an expected payoff.
The contingent earnout related to the OnSight acquisition is subject to a certain technology milestone and the achievement of future revenue performance targets, starting May 1, 2025 to March 31, 2028. As of the acquisition date, the fair value of this contingent earnout liability was estimated to be $7.0 million based on the combination of a Monte-Carlo simulation model for the revenue-based earnout and a Scenario-Based Method for the technology milestone-based earnout.
The contingent earnout related to the Origami acquisition is subject to the achievement of future revenue performance targets, starting September 8, 2025 to June 30, 2028. As of the acquisition date, the fair value of this contingent earnout liability was estimated to be $14.5 million based on a Monte-Carlo simulation model for the revenue-based earnout. As of September 26, 2025, the Company is still finalizing its assessment of the fair value of the Origami contingent earnout.
The Monte-Carlo simulation model is a probabilistic approach used to simulate future revenue and calculate the potential contingent consideration payments for each simulated path. The inputs are unobservable in the market and therefore categorized as Level 3 inputs in the fair value measurement. At each reporting period, the Company evaluates the fair value of its contingent earnout obligations and records any changes in fair value of such liabilities in other income, net in its unaudited condensed consolidated statements of operations and comprehensive income. As of September 26, 2025, no change in the fair value of the contingent earnout liabilities was identified by management, and as such, the aggregate balance of $28.9 million was included in other liabilities in the unaudited condensed consolidated balance sheets.
The following table represents the activity related to the contingent earnout for the six-month period ended September 26, 2025 (in thousands):
Balance as of March 31, 2025$2,550 
Additions28,930 
Balance as of September 26, 2025$31,480 
The Company incurred approximately $3.7 million of acquisition costs which are presented as selling, general and administrative expenses on the unaudited condensed consolidated statement of operations and comprehensive income. The preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their preliminary estimated fair values as of the date of acquisitions. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes. The results of operations of the acquisitions were included in the Company’s unaudited condensed consolidated financial statements beginning on the date of acquisition and were not material for all periods presented.
Additional information, which existed as of the acquisition dates, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the date of the relevant acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement period.
The following table represents the Company’s preliminary allocation of the Bentek, OnSight and Origami acquisitions total aggregate purchase price to the acquired assets and liabilities (in thousands):
Current assets$23,001 
Property and equipment7,320 
Intangible assets23,667 
Goodwill102,649 
Other assets14,184 
Total assets170,821 
Current liabilities22,956 
Other liabilities, non-current7,659 
Total purchase price, net of cash acquired$140,206 
Intangible assets are comprised of $21.0 million of developed technology to be amortized over an estimated weighted average useful life of 9.3 years, $2.1 million of trade name to be amortized over an estimated useful life of two years, and $0.5 million of customer relationships to be amortized over an estimated weighted average useful life of 1.9 years. The fair value assigned to the identified intangible assets was estimated based on an income approach, which provides an indication of fair value based on the present value of cash flows that the acquired business is expected to generate in the future. Key assumptions used in the valuation included forecasted revenues, cost of sales and operating expenses, royalty rate, discount rate and weighted average cost of capital. The useful life of the acquired intangible assets for amortization purposes was determined by considering the period of expected cash flows used to measure the fair values of the asset, adjusted for certain factors that may limit the useful life.
Pro-forma results of operations have not been presented because the effects were not material to the Company’s unaudited condensed consolidated financial results for all periods presented.
Fiscal year 2025 - Foundations acquisitions
During the six-month period ended September 27, 2024, the Company completed two acquisitions. On June 20, 2024, as part of an all-cash transaction, the Company acquired 100% of the interest in Ojjo, Inc. (“Ojjo”), a renewable energy company specializing in foundations technology and services used in ground-mount applications for solar power generation. Additionally, on July 31, 2024, the Company closed the acquisition of the solar foundations business held by Solar Pile International and affiliates (“SPI”) through the purchase of Spinex Systems Inc. and assets held by other SPI affiliates.
The acquisitions of Ojjo and the foundations business of SPI (“Foundations acquisitions”) expand the Company’s foundations offering by accelerating its capability to offer customers a more complete integrated solution for solar trackers and foundations. The development of any utility-scale project is a long and complex process. Foundations are a key part of every utility-scale solar project installation. In addition, projects are often confronted with unique challenges related to land use considerations and exceptional variation in subsurface conditions. The Company believes there is additional value for its customers in combining tracker systems and foundations to form an integrated solution, particularly for difficult and unique soil conditions.
The aggregate cash consideration of the Foundations acquisitions was approximately $144.7 million, net of $4.4 million cash acquired. Additionally, the aggregate total purchase price of $164.7 million included $14.0 million of deferred consideration, which was paid in full during the three-month period ended September 26, 2025, a $3.4 million release of a loan obligation previously owed by the seller and a $2.6 million contingent earnout. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes. The results of operations of the Foundations acquisitions were included in the Company’s unaudited condensed consolidated financial results beginning on the date of acquisition, and the total amount of net income and revenue were not material to the Company’s unaudited condensed consolidated financial results for all periods presented.
Intangible assets were comprised of $31.7 million of developed technology to be amortized over an estimated useful life of ten years, and $18.0 million of customer relationships to be amortized over an estimated useful life of five years.
Pro-forma results of operations have not been presented because the effects were not material to the Company’s unaudited condensed consolidated financial results for all periods presented.