(Incorporated in the Republic of Singapore) (Company Registration Number 199002645H)
INDEX PageDirectors' Statement S-1
Independent Auditors' Report to the Members of Flex Ltd. S-4
Consolidated Financial Statements of Flex Ltd. and its Subsidiaries S-9
Supplementary Financial Statements of Flex Ltd. (Parent company) S-59
FLEX LTD. AND SUBSIDIARIES Co. Reg. No. 199002645H DIRECTORS' STATEMENT March 31, 2025 (U.S. dollars in thousands unless otherwise designated as Singapore dollars, S$)The directors present their statement together with the audited consolidated financial statements of Flex Ltd. and its subsidiaries (the "Company") and balance sheet of Flex Ltd. (the "Parent") for the financial year ended March 31, 2025.
In the opinion of the directors, except for the use of the equity method of accounting for investments in subsidiary corporations to report investments in subsidiary corporations as a separate line in the Parent's balance sheet, instead of consolidating the investments under accounting principles generally accepted in the United States of America, the consolidated financial statements of the Company and supplementary financial statements of the Parent, as set out on pages S-9 to S-58 and pages S-59 through S-70, respectively, are drawn up so as to give a true and fair view of the financial position of the Company and of the Parent as of March 31, 2025, and of the financial performance, results, changes in equity and cash flows of the Company for the financial year then ended and at the date of this statement, there are reasonable grounds to believe that the Parent will be able to pay its debts when they fall due.
DirectorsThe directors of Flex Ltd. in office at the date of this statement are: Revathi Advaithi
William D. Watkins John D. Harris II Michael E. Hurlston Erin L. McSweeney Charles K. Stevens, III Maryrose Sylvester Lay Koon Tan
Patrick J. Ward
Arrangements to Enable Directors to Acquire Benefits by Means of the Acquisition of Shares and DebenturesNeither at the end of the financial year, nor at any time during the financial year, did there subsist any arrangement to which the Parent is a party, whose object is or one of whose objects is to enable the directors of the Parent to acquire benefits by means of the acquisition of shares in or debentures of the Parent or any other body corporate, except for the restricted share unit awards mentioned below.
Directors' Interests in Shares, Options and DebenturesThe interest of the directors who held office at the end of the financial year ended March 31, 2025 (including those held by their spouses and infant children) in the share capital, options or debentures of the Parent and its related corporations were as follows:
Interest Held
Ordinary Shares, no Par Value, in Flex Ltd. As of March 31, 2024* As of March 31, 2025Revathi Advaithi (1) (2) | 1,103,471 | 770,198 |
John D. Harris II (3) | 33,188 | 42,789 |
Michael E. Hurlston (3) | 52,614 | 65,404 |
Erin L. McSweeney (3) | 19,809 | 29,410 |
Charles K. Stevens, III (3) | 52,380 | 48,824 |
Maryrose Sylvester (3) | 5,011 | 14,612 |
Lay Koon Tan (3) | 236,360 | 195,961 |
Patrick J. Ward (3) | 16,778 | 26,379 |
William D. Watkins (3) | 101,421 | 111,022 |
As of March 31, 2024 and 2025, Ms. Advaithi held interests in 623,569* and 462,275 contingent restricted share unit awards, respectively, which are not included in the totals above. These contingent restricted share unit awards comprise ordinary shares of the Parent to be allotted and issued pursuant to the 2017 Plan (as defined below) upon satisfaction of the terms and conditions set by the committee administering the plan upon the grant of such contingent restricted share unit awards.
As of March 31, 2024 and 2025, Ms. Advaithi also held interests in 976,528* and 803,328 restricted share unit awards, respectively, which are not included in the totals above, where vesting is contingent upon meeting certain performance criterion.
As of March 31, 2024 and 2025, Mr. Watkins held interests in 9,601* and 10,333 contingent restricted share unit awards, respectively, which are not included in the totals above. As of March 31, 2024 and 2025, Messrs. Harris II, Hurlston, Stevens, Tan, Ward, Ms. McSweeney and Ms. Sylvester each held interests in 9,601* and 6,889 contingent restricted share unit awards, respectively, which are not included in the totals above. The contingent restricted share unit awards for each year vest on the date immediately prior to the date of the Parent's 2024 and 2025 annual general meetings, respectively.
*Interests held in (i) these respective awards; and (ii) shares (as of March 31, 2024) disclosed in the table above, remain unchanged as of April 1, 2024.
Other than as disclosed above, no other directors of the Parent had an interest in any shares, debentures or share options of the Parent or related corporations either at the beginning or the end of the financial year as recorded in the register of directors' shareholdings kept by the Parent under section 164 of the Singapore Companies Act 1967.
Share Option and Award Plans (Schemes)Flex Ltd. 2017 Equity Incentive Plan, as Amended and Restated
The Parent's primary plan used for granting equity compensation awards is the Flex Ltd. 2017 Equity Incentive Plan, as Amended and Restated (the "2017 Plan"), which is effective since August 15, 2017, and which was amended and restated with effect from August 2, 2023 to, inter alia, increase the number of ordinary shares of the Parent available for the grant of equity awards under the 2017 Plan. The 2017 Plan was further amended with effect from March 5, 2025 to update the terms following a change of control.
Options issued to employees under the 2017 Plan generally vest over four years and expire ten years from the date of grant. Options granted to non-employee directors expire five years from the date of grant. The exercise price of options granted to employees is determined by the Parent's Board or the Compensation and People Committee of the Parent's Board and may not be less than the closing price of the Parent's ordinary shares on the date of grant. Refer to the Directors' Statement for the financial year ended March 31, 2011 through to the Directors' Statement for the financial year ended March 31, 2024 for details of the number and class of shares in respect of which the options were granted, the date of expiration of the options, the basis upon which the option may be exercised, the price or method of fixing the price of issue of the shares underlying the options, whether the holders of options have any right to participate by virtue of the option in any share issue of any other company and the particulars of shares issued during those periods.
During the financial year ended March 31, 2025, no options were granted under the 2017 Plan and no ordinary shares in the Parent were issued by virtue of the exercise of options under the 2017 Plan. As of March 31, 2025, there were no unissued shares underlying options granted under the 2017 Plan.
During the financial year ended March 31, 2025, restricted share unit awards for a total of 5,747,499 ordinary shares in the Parent were granted under the 2017 Plan at market values equal to the closing price of the Parent's ordinary shares on the date of grant ranging from $28.08 to $42.36, and a weighted-average grant-date market value of $33.38. Upon the satisfaction of prescribed time-based, performance based, and/or market-based vesting conditions, ordinary shares in the Parent will be issued, free of payment, to the participants. There is no exercise price payable.
During the financial year ended March 31, 2025, a total of 8,213,127 ordinary shares in the Parent were issued by virtue of the vesting of restricted share unit awards granted under the 2017 Plan. As of March 31, 2025, the number and class of unissued shares comprised in restricted share unit awards granted under the 2017 Plan was 11,731,235 ordinary shares, net of cancellation of restricted share unit awards for 1,170,193 ordinary shares during the financial year 2025.
Holders of options granted under the 2017 Plan have no rights to participate, by virtue of such options, in any share issuances of any other company.
The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.
On Behalf of the Board of Directors /s/ WILLIAM D. WATKINS /s/ REVATHI ADVAITHIChairman/Director Director
Singapore June 12, 2025
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Flex Ltd. published this content on June 24, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 24, 2025 at 20:19 UTC.
