v3.25.3
Commitments and contingencies
6 Months Ended
Sep. 26, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies Commitments and contingencies
Litigation and other legal matters
Nextracker has accrued for a loss contingency to the extent it believes that losses are probable and estimable. The amounts accrued are not material, but it is reasonably possible that actual losses could be in excess of Nextracker’s accrual. Any related excess loss could have a material adverse effect on Nextracker’s results of operations or cash flows for a particular period or on Nextracker’s financial condition.
On February 6, 2024, pursuant to the Third Amended and Restated Limited Liability Company Agreement of Nextracker LLC (the “LLC Agreement”), Nextracker LLC made pro rata tax distributions in an aggregate amount of $94.3 million to the common members of the LLC, including an aggregate of $48.5 million to Yuma Acquisition Sub LLC and Yuma Subsidiary, Inc. (“Yuma Sub”). As of the date of the tax distribution, Yuma Acquisition Sub LLC and Yuma Sub were wholly-owned subsidiaries of Nextracker Inc. On February 21, 2025, Flex and Flextronics International USA, Inc. filed suit in the Delaware
Court of Chancery, alleging that Flex is entitled to the distribution that was paid to Yuma Acquisition Sub LLC and Yuma Sub on February 6, 2024 under the terms of the contracts governing Nextracker’s spin-off from Flex. The complaint asserts claims against Nextracker Inc., Nextracker LLC, Yuma Acquisition Sub LLC and Yuma Sub for breach of contract, breach of the implied covenant of good faith and fair dealing, mistake and unjust enrichment.
On December 27, 2024, a class action lawsuit alleging violations of federal securities laws was filed by a purported stockholder in the U.S. District Court for the Northern District of California, naming as defendants the Company and certain of the Company’s officers, alleging that defendants made false and misleading statements about our business, financial results and prospects. The plaintiff seeks unspecified monetary damages and other relief on behalf of the purported class.
On January 23, 2025 and March 18, 2025, purported stockholders of Nextracker filed stockholder derivative actions against the Company’s directors and certain of its officers in the U.S. District Court for the Northern District of California based on factual allegations similar to those underlying the securities class action described above. The derivative actions assert claims on behalf of Nextracker for, among other things, violations of the federal securities laws and breaches of fiduciary duties, and seek damages and restitution to be paid to the Company by the individual defendants, governance changes and attorney’s fees and costs.
Based on the preliminary nature of these proceedings, the Company is unable to reasonably estimate a loss, if any, arising from the above-referenced matters.
Antidumping and Countervailing Duties
Under an August 2023 “circumvention” determination by the U.S. Department of Commerce (“Commerce”), crystalline solar photovoltaic (“CSPV”) cells and modules produced in Cambodia, Malaysia, Thailand and Vietnam using wafers and other key components made in China and entered into the United States on or after April 1, 2022 are subject to antidumping duty and countervailing duty (“AD/CVD”) orders on CSPV cells and modules from China that have been in place since 2012 (“Solar Circumvention Determination”). AD/CVD cash deposit rates for CSPV modules covered by the China AD/CVD orders vary significantly depending on the producer and exporter of the modules and may amount to over 250% of the entered value of the imported merchandise.
In September 2022, in response to Presidential Proclamation 10414, Commerce published a final rule that exempted CSPV modules subject to the Solar Circumvention Determination from AD/CVD cash deposits and duties if the CSPV modules entered the United States before June 6, 2024 and utilized by December 3, 2024, and if the importer of the modules complied with certain certification requirements (the “Solar Duty Waiver Regulation”). Commerce also implemented a separate certification mechanism for importers to demonstrate that imported CSPV modules are not subject to the Solar Circumvention Determination as a result of falling outside of the scope of the determination. CSPV modules imported from Cambodia, Malaysia, Thailand and Vietnam and not demonstrated via certifications to be either covered by the Solar Duty Waiver Regulation or outside the scope of the Solar Circumvention Determination are subject to AD/CVD cash deposits and possible final AD/CVD duty liability at varying rates depending on the producer and exporter of the modules.
On August 22, 2025, the U.S. Court of International Trade (“CIT”) issued a decision declaring the Solar Duty Waiver Regulation unlawful and ordering the U.S. government to impose AD/CVD duties on merchandise that had benefitted from the Solar Duty Waiver Regulation. The CIT’s decision has been appealed to the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”), and the CIT’s judgment has been stayed during the pendency of that appeal.
Since April 2022, Nextracker has imported proprietary CSPV smart modules from Malaysia and Thailand that provide off-grid power to our controllers located either on each tracker row or on weather stations at the project site. Nextracker submitted certifications for the modules to either take advantage of the Solar Duty Waiver Regulation or to demonstrate that the modules do not fall within the scope of the Solar Circumvention Determination, but Nextracker did not strictly follow all of the certification procedures for a number of these entries. If the Federal Circuit upholds the CIT’s decision in the litigation challenging the Solar Duty Waiver Regulation or Nextracker’s certifications are found to be invalid, Nextracker could be required to pay AD/CVD amounts with respect to the applicable entries of the modules.
In December 2024, in connection with the August 2023 Solar Circumvention Determination, U.S. Customs and Border Protection (“CBP”) instructed Nextracker to pay AD/CVD cash deposits totaling approximately $1 million, relating to a small number of our imports of CSPV modules from Malaysia and Thailand that entered the United States prior to June 6, 2024. CBP required the cash deposit payment based on the agency’s perception that certifications accompanying the imports were deficient. If CBP were to instruct us to make AD/CVD cash deposit payments relating to other past imports of our proprietary
CSPV modules based on the Solar Circumvention Determination, which are much larger in volume than the number of imports related to the $1 million cash deposits, such additional cash deposits could be material and may not be ultimately refunded to us.
While Nextracker is attempting to mitigate duty risk, the potential AD/CVD duty liability with respect to the entries at risk because of the possible invalidation of the Solar Duty Waiver Regulation and/or the potential procedural certification deficiencies is unknown but estimated to be as much as approximately $120 million, plus compounded interest which could be significant, depending upon the specific scenarios. The likelihood of a loss to Nextracker cannot be determined and management is not able to reasonably estimate the amount of such loss.
To mitigate the AD/CVD duty risk, Nextracker has submitted a prior disclosure to CBP informing CBP of the potential procedural deficiencies with respect to the certifications submitted by Nextracker. Even if the Solar Duty Waiver Regulation is ultimately upheld on appeal, CBP may reject Nextracker’s certifications and attempt to subject Nextracker’s entries to the Solar Circumvention Determination and the AD/CVD orders on CSPV cells and modules from China.
To further mitigate the risk, Nextracker filed a request for a changed circumstances review with Commerce, seeking an exclusion for its off-grid smart CSPV modules from the AD/CVD orders on CSPV cells and modules from China, retroactive to January 1, 2022, which is before the effective date of the Solar Circumvention Determination. Commerce preliminarily granted the exclusion, but Commerce limited the retroactive period for the exclusion such that the exclusion would benefit only a small portion of Nextracker’s past entries and eliminate only an insignificant amount of the potential historical duty liability. Nextracker is continuing to advocate for Commerce to extend the retroactive exclusion period to January 1, 2022 in Commerce’s final changed circumstances review determination. As of October 29, 2025, the outcome of the litigation challenging the Solar Duty Waiver Regulation, CBP’s treatment of Nextracker’s certifications, and the changed circumstances review remain unclear.