REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
+ #06-01/06 ESR BizPark @ Chai Chee |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one Class A ordinary share, par value of US$0.0001 per share |
||||
of US$0.0001 per share* |
* |
A ordinary share. |
SEC 1852 (05-21) |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Large accelerated filer |
☐ |
☒ | ||||
Non-accelerated filer |
☐ |
Emerging growth company |
U.S. GAAP ☐ |
Other ☐ | |||||||
by the International Accounting Standards Board |
☒ |
1 | ||||||
1 | ||||||
2 | ||||||
3 | ||||||
3 | ||||||
4 | ||||||
4 | ||||||
4 | ||||||
4 | ||||||
36 | ||||||
65 | ||||||
65 | ||||||
83 | ||||||
93 | ||||||
95 | ||||||
97 | ||||||
97 | ||||||
110 | ||||||
111 | ||||||
113 | ||||||
113 | ||||||
113 | ||||||
114 | ||||||
114 | ||||||
114 | ||||||
115 | ||||||
115 | ||||||
115 | ||||||
116 | ||||||
116 | ||||||
116 | ||||||
116 | ||||||
116 | ||||||
116 | ||||||
116 | ||||||
116 | ||||||
117 |
• | “ADR” means American Depositary Receipt; |
• | “ADS” means American Depositary Shares; |
• | “agent” means an FTE, as classified under our employee classification system; |
• | “AI” means artificial intelligence; |
• | “B2B” means business-to-business; |
• | “B2C” means business-to-consumer; |
• | “Class A ordinary share” means our Class A ordinary shares of par value US$0.0001 per share; |
• | “Class B ordinary share” means our Class B ordinary shares of par value US$0.0001 per share; |
• | “clients” means our corporate clients with whom we have entered into contractual arrangements; |
• | “CRM” means customer relationship management; |
• | “customers” means the parties with whom we have customer interactions on behalf of our clients; |
• | “CX” means customer experience; |
• | “Founder” means Mr. Laurent Bernard Marie Junique (Laurent Junique or Mr. Junique), our founder, Executive Chairman and Chief Executive Officer; |
• | “FTE” means full-time equivalent employee; |
• | “KPI” means key performance indicator; |
• | “MSA” means master services agreement; |
• | “new economy” means high growth industries that are on the cutting edge of digital technology and are the driving forces of economic growth; |
• | “NYSE” means the New York Stock Exchange; |
• | “Principal Shareholder” means Transformative Investments Pte Ltd; |
• | “SOW” means statement of work; |
• | “TDCX HPL” means TDCX Holdings Pte. Ltd. (formerly Agorae Pte Ltd); |
• | “TDCX KY” means TDCX (KY) Pte Ltd; |
• | “TDCX SG” means TDCX (SG) Pte. Ltd. (formerly Teledirect Pte Ltd); |
• | “U.S.” and “United States” means the United States of America; and |
• | “We,” “us,” “our,” “Company,” “TDCX,” “our Group” and “the Group” mean TDCX Inc. and its subsidiaries, collectively. |
• | Changes in the laws, regulations, policies and guidelines in the jurisdictions in which we operate; |
• | The regulatory environment in the jurisdictions in which we operate; |
• | Competition in the outsourced business support services industry in the jurisdictions in which we operate; |
• | Reliance on certain clients for a significant portion of our revenue; |
• | Developments related to pandemics such as COVID-19, including with respect to the success of any vaccines and the impact of economies reopening further and the ability of economies and our clients to recover from the economic effects of a pandemic; |
• | Political instability in the jurisdictions in which we operate; |
• | Breaches of laws or regulations in the operation and management of our current and future businesses and assets; |
• | The overall economic environment and general market and economic conditions in the jurisdictions in which we operate; |
• | Our ability to execute our strategies; |
• | Changes in the need for capital and the availability of financing and capital to fund these needs; |
• | Our ability to anticipate and respond to changes in the outsourced business support services industry, the markets in which we operate, and in client demands, trends and preferences; |
• | Man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, typhoons and other adverse weather and natural conditions that affect our business or assets; |
• | The loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us; |
• | Exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our business; |
• | Changes in interest rates or rates of inflation (including wage inflation); and |
• | Legal, regulatory and other proceedings arising out of our operations. |
Item 1. |
IDENTITY OF DIRECTORS, EXECUTIVE OFFICERS AND ADVISERS |
Item 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
Item 3. |
KEY INFORMATION |
A. |
[Reserved] |
B. |
Capitalization and indebtedness. |
C. |
Reasons for the offer and use of proceeds. |
D. |
Risk factors. |
• | Our largest clients account for a significant portion of our total revenue and any loss of a large portion of business from any of those large clients could have a material adverse effect on our business, financial condition and results of operations; |
• | Our failure to successfully implement our business strategy and global, growth-oriented business model and sustain our growth rate and financial performance could harm our business; |
• | Our success depends on the continued service of our Founder and certain of our key employees and management; |
• | We operate in a highly competitive environment, and any failure to compete effectively against current and future competitors could adversely affect our revenue and profitability; |
• | We may face difficulties as we expand our operations into countries in which we have no prior operating experience, and there can be no assurance that our future expansion and other growth plans will be successful; |
• | Our profitability will suffer if we are not able to maintain our pricing, control costs or continue to grow our business through higher value campaigns; |
• | We may fail to attract and retain enough highly trained employees to support our operations; |
• | If our services do not comply with the service level and performance requirements required by our clients or we are in breach of our obligations under our contracts with our clients, it may result in reduced payments or the termination of our client agreements; |
• | A substantial portion of our operations and investments are located in Southeast Asia and we are therefore exposed to various risks inherent in operating and investing in the region; |
• | Our key clients have significant leverage over our contractual terms and may terminate such contracts on short notice or require us to accept contractual terms that are more favorable to them; |
• | Spending on omnichannel CX solutions and content, trust and safety services by our clients and prospective clients is subject to fluctuations depending on many factors, including both the economic and regulatory environments in the markets in which they operate; |
• | We may seek to acquire companies in the future and if we cannot find suitable targets or cannot integrate these companies properly into our business after acquiring them, it could adversely affect our business, financial condition and results of operations; |
• | Increases in employee salaries and benefits expenses as well as changes to labor laws could affect our business; |
• | Our operating results may fluctuate from one quarter to the next due to client and service mix and other factors; |
• | We are exposed to currency fluctuations in the countries in which we operate against the U.S. dollar and Singapore dollar and any volatility in these currencies could adversely affect our business, financial condition and results of operations; and |
• | If our current insurance coverage is or becomes insufficient to protect against losses incurred, our business, financial condition, results of operations and prospects may be adversely affected. |
• | size, timing and profitability of significant campaigns or engagements with current or new clients; |
• | slowdowns in the industry verticals that our clients are in, such as digital advertising and media, travel and hospitality, technology and others; |
• | changes in the volume of work we receive on a full-time equivalent basis from campaigns; |
• | the inability to accurately predict and in a timely manner fulfill FTE requirements on our campaigns; |
• | changes in global business services demand due to any reason, including changes in laws, regulations or perceptions of outsourcing operations to offshore service providers; |
• | the inability to continually improve or adapt to rapid technology changes; |
• | adverse changes to our cost structure; |
• | our inability to operate and manage a larger operation as we grow our market share and enter into international markets; |
• | existing or potential clients’ decisions to stay with existing service providers or move services we provide in-house; |
• | the inability to win new campaigns through competitive bidding processes; |
• | the inability to attract qualified employees; |
• | the inability to manage foreign exchange fluctuations; |
• | operational, financial and legal challenges (including compliance with foreign laws); |
• | costs associated with entering new and unfamiliar geographies or commencing significant new campaigns for our current and future clients; and |
• | negative press and reputational risks that adversely affect our brand, including similar risks to our industry. |
• | inconsistent regulations, licensing and legal requirements may increase our cost of operations among the countries in Southeast Asia in which we operate; |
• | currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed; |
• | the effects of changes in monetary policy, interest rates and inflation (and specifically wage inflation) within Southeast Asia generally and/or within any specific country in which we operate; |
• | governments may impose new or more burdensome regulations, taxes or tariffs; |
• | political changes may lead to changes in the business environments in which we operate; |
• | economic downturns, political instability, civil disturbances, military conflict, terrorism and general security concerns in the countries that either we or our clients operate may negatively affect our operations; |
• | enactment or any increase in the enforcement of regulations related to personal data protection in the areas in which we operate that may incur compliance costs; |
• | health epidemics (including the COVID-19 outbreak) may affect our operations and demand for our services; and |
• | natural disasters like volcano eruptions and earthquakes may impact our operational sites severely. |
• | variations in our results of operations; |
• | guidance or other projections we may provide to the public, including any changes or failure to meet any such guidance or other projections; |
• | perceived prospects for our business and operations and for omnichannel CX solutions and business services in general, differences between our actual financial and operating results and those expected by investors and analysts; |
• | business or prospects of our clients and specifically new economy companies; |
• | changes in analysts’ recommendations, estimates or perceptions, or our failure to meet any such estimates or perceptions of analysts or investors; |
• | changes in conditions affecting the outsourced business support services industry; |
• | changes in market valuations and share prices of publicly listed companies with businesses similar to us; |
• | volatility in the stock market, including broad stock market price and volume fluctuations; |
• | changes in general economic conditions, including, but not limited to, inflation rates, foreign currency fluctuations and interest-rate hikes or other interest rate-related decisions; |
• | the announcement of new investments, acquisitions, strategic partnerships or joint ventures by us, our clients or our competitors; |
• | passage of legislation or changes in regulations; |
• | the addition or departure of key personnel; |
• | actions taken by our shareholders; |
• | implementation of any share repurchase program; |
• | competition; |
• | negative publicity or investor sentiment about us, our shareholders, affiliates, directors, officers or employees, our content offerings, our business model, our services or our industry; |
• | release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities, including the perception that these sales could occur; |
• | potential litigation, government actions or regulatory investigations; or |
• | other developments affecting us, our clients or our competitors, including, but not limited to, general political, economic, or market conditions, or other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events. |
• | we have failed to timely provide the depositary with our notice of meeting and related voting materials; |
• | we have instructed the depositary that we do not wish a discretionary proxy to be given; |
• | we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; |
• | a matter to be voted on at the meeting would have a material adverse impact on shareholders; or |
• | voting at the meeting is done on a show of hands. |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events; |
• | Regulation FD, which regulates selective disclosure of material information by issuers; and |
• | certain more stringent executive compensation disclosure rules. |
• | an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act; and |
• | to the extent that we no longer qualify as a foreign private issuer, (1) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (2) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, including golden parachute compensation. |
Item 4. |
INFORMATION ON THE COMPANY |
A. |
History and development of the Company. |
B. |
Business overview. |
Year Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
Revenue (S$ thousands) |
664,120 | 555,198 | 434,723 | |||||||||
Profit for the year (S$ thousands) |
104,938 | 103,842 | 86,094 | |||||||||
EBITDA (S$ thousands) (1) |
180,306 | 179,802 | 142,926 | |||||||||
Adjusted EBITDA (S$ thousands) (1) |
199,771 | 185,006 | 142,926 | |||||||||
Net profit margin (%) |
15.8 | 18.7 | 19.8 | |||||||||
EBITDA margin (%) (1) |
27.1 | 32.4 | 32.9 | |||||||||
Adjusted EBITDA margin (%) (1) |
30.1 | 33.3 | 32.9 | |||||||||
Number of clients (2) |
84 | 52 | 38 | |||||||||
Debt (bank loans) (S$ thousands) |
— | 16,810 | 40,306 |
(1) | “EBITDA” represents profit for the year before interest expense, interest income, income tax expense and depreciation expense. “EBITDA margin” represents EBITDA as a percentage of revenue. “Adjusted EBITDA” represents profit for the year before interest expense, interest income, income tax expense, depreciation expense and equity-settled share-based payment expense incurred in connection with our Performance Share Plan. “Adjusted EBITDA margin” represents Adjusted EBITDA as a percentage of revenue. EBITDA, EBITDA margins, Adjusted EBITDA or Adjusted EBITDA margins are supplemental non-IFRS financial measures and should not be considered in isolation or as a substitute for financial results reported under IFRS. See “Item 5. Operating and Financial Review and Prospects—A. Operating results—Non-IFRS Financial Measurements” for information regarding the limitations of using such non-IFRS financial measures. |
(2) | The number of clients is calculated as of December 31 of the years indicated. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
Margin (%) |
S$ |
Margin (%) |
S$ |
Margin (%) |
||||||||||||||||||||||
( in thousands, except percentages) |
||||||||||||||||||||||||||||
Revenue |
493,916 |
664,120 |
— |
555,198 |
— |
434,723 |
— |
|||||||||||||||||||||
Profit for the year and net profit margin |
78,044 |
104,938 |
15.8 |
103,842 |
18.7 |
86,094 |
19.8 |
|||||||||||||||||||||
Adjustments: |
||||||||||||||||||||||||||||
Depreciation expense |
29,549 | 39,731 | 6.0 | 39,853 | 7.2 | 33,065 | 7.6 | |||||||||||||||||||||
Income tax expenses |
27,554 | 37,049 | 5.6 | 28,237 | 5.1 | 21,303 | 4.9 | |||||||||||||||||||||
Interest expense |
1,440 | 1,936 | 0.3 | 8,414 | 1.5 | 3,058 | 0.7 | |||||||||||||||||||||
Interest income |
(2,490 | ) | (3,348 | ) | (0.5 | ) | (544 | ) | (0.1 | ) | (594 | ) | (0.1 | ) | ||||||||||||||
EBITDA and EBITDA margin |
134,097 |
180,306 |
27.1 |
179,802 |
32.4 |
142,926 |
32.9 |
|||||||||||||||||||||
Adjustment: |
||||||||||||||||||||||||||||
Equity-settled share-based payment expense |
14,476 | 19,465 | 2.9 | 5,204 | 0.9 | — | — | |||||||||||||||||||||
Adjusted EBITDA and Adjusted EBITDA margin |
148,573 |
199,771 |
30.1 |
185,006 |
33.3 |
142,926 |
32.9 |
|||||||||||||||||||||
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
% of Revenue |
S$ |
% of Revenue |
S$ |
% of Revenue |
||||||||||||||||||||||
( in thousands, except percentages) |
||||||||||||||||||||||||||||
Revenue by Service |
||||||||||||||||||||||||||||
Omnichannel CX solutions (1) |
285,724 | 384,184 | 57.8 | 334,047 | 60.2 | 273,174 | 62.8 | |||||||||||||||||||||
Sales and digital marketing |
123,833 | 166,506 | 25.1 | 114,718 | 20.7 | 66,235 | 15.2 | |||||||||||||||||||||
Content, trust and safety (1) |
81,434 | 109,496 | 16.5 | 103,538 | 18.6 | 92,452 | 21.3 | |||||||||||||||||||||
Other service fees (1)(2) |
2,925 | 3,934 | 0.6 | 2,895 | 0.5 | 2,862 | 0.7 | |||||||||||||||||||||
Revenue |
493,916 |
664,120 |
100.0 |
555,198 |
100.0 |
434,723 |
100.0 |
|||||||||||||||||||||
(1) | In the second quarter of 2022, we renamed our “content monitoring and moderation” services as “content, trust and safety” services and reclassified certain of our revenues from our omnichannel CX solution services and our other service fees under content, trust and safety services. Accordingly, we reclassified our segment revenues for all periods presented herein on a comparable basis except where otherwise noted. See Note 35 to our audited consolidated financial statements included elsewhere in this annual report. |
(2) | Revenues from other service fees comprise revenue from other business process services and revenue from other services. |
• | Singapore—Our headquarters in Singapore was opened in 1995 upon our founding as Teledirect Pte Ltd. Our Singapore office services large multinational corporations which have their regional headquarters in Singapore, and certain Singapore government agencies. We provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Singapore office. |
• | Malaysia—We opened our Kuala Lumpur office in 2001. Our Kuala Lumpur office services Southeast Asian and North Asian customers in a variety of regional languages. We provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Malaysia office. |
• | Hong Kong—We opened our Hong Kong office in 2002. On October 13, 2022, we completed the acquisition of our Hong Kong associated company, Teledirect Hong Kong Limited (subsequently renamed TDCX (HK) Limited), which became a wholly-owned subsidiary of TDCX Inc. The office manages a mixture of omnichannel customer support programs currently serving Hong Kong, while intending to take full advantage of its standing within the Greater Bay Area of China. |
• | Thailand—We opened our Bangkok office in 2005. Our Bangkok office serves as our hub in the Indochina region and we support our clients’ operations that require native speakers from emerging markets such as Vietnam, Cambodia and Laos, in addition to Thailand. We provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Thailand office. |
• | The Philippines—We opened our Manila office in 2014 and our Cebu office in 2019. We opened a new office in Iloilo City in September 2022. Our offices in Manila, Cebu and Iloilo City leverage a talented employee pool of proficient English speakers to service Global English end-markets, including North America, United Kingdom, Ireland, Australia and New Zealand. We provide omnichannel CX solutions and sales and digital marketing services from our offices in the Philippines. |
• | China—We opened our Beijing office in 2017 and our Shanghai office in 2020. Our offices in Beijing and Shanghai primarily supports Mandarin-language campaigns for international clients with operations in China. We provide omnichannel CX solutions and sales and digital marketing services from our China offices. |
• | Spain—We opened our office in Barcelona in 2018. This was our first office outside of Asia and the first in Europe. Our office in Barcelona will act as our hub for expansion in Europe. We provide sales and digital marketing services from our Spain office. |
• | Japan—We opened our Yokohama office in 2019. The office primarily supports Japanese-language campaigns. We provide omnichannel CX solutions and sales and digital marketing services from our Japan office. |
• | India—We opened our office in Hyderabad in 2020. The Hyderabad office serves as our hub for expansion in India and service Global English end-markets. We also expect that our Hyderabad office will be able to serve as a digital hub that will allow us to grow our technology capabilities throughout our Company. We intend to provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our India office. |
• | Colombia—We opened our office in Bogotá, D.C. in 2020. We entered into our first MSA to provide services from our Bogota office in July 2021. This is our first office in Latin America and will act as our hub for expansion in Latin America, as well as into North America, as requested by our clients. We intend to provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Colombia office. |
• | South Korea—We opened our office in Seoul in 2021. This office will help us expand our capability for services to global clients as well as new economy clients. We provide omnichannel CX solutions and sales and digital marketing services from our South Korea office. |
• | Romania—We opened our first Eastern European office in Bucharest in 2021. This office will serve as a complementary offering to our already established European office in Barcelona to provide our clients with alternative and complementary lower cost options for less complex or non-native language campaigns. We intend to provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Romania office. |
• | Türkiye—We opened our office in Istanbul in 2022. This office aims to strengthen TDCX’s network and our capability to offer Turkish and Arabic in addition to European languages such as German. We will also be able to serve the European and Middle Eastern markets more effectively. |
• | Vietnam—We opened our office in Ho Chi Minh City in 2022. Our Vietnam office primarily supports Vietnamese language campaigns for international clients with operations in Vietnam. We intend to provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Vietnam office. |
• | Brazil—We opened our office in São Paolo in 2023. This office will serve as a complementary offering to our already established Latin American office in Bogotá, D.C. to provide our strategic clients with the ability to leverage their partnership with TDCX in covering the Brazilian market. We intend to provide omnichannel CX solutions, sales and digital marketing services, and content, trust, and safety services from our Brazilian office. |
• | Indonesia—We opened our office in Jakarta in 2023. This office aims to strengthen TDCX’s network and our capability to support our client’s operations that require scaled operations onshore. We intend to provide omnichannel CX solutions and sales and digital marketing services from our Indonesia office. |
• | Teamwork – Together, we make anything possible; |
• | Innovation – Embrace new ideas and innovate; |
• | Courage – Don’t be afraid to take risks; |
• | Initiative – Be the first to take charge; and |
• | Trust – You only have one reputation. |
As of December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
Singapore |
1,478 | 1,454 | 1,278 | |||||||||
The Philippines |
6,783 | 5,750 | 4,692 | |||||||||
Malaysia |
5,826 | 4,201 | 3,102 | |||||||||
Thailand (1) |
2,122 | 2,363 | 1,633 | |||||||||
China |
343 | 390 | 284 | |||||||||
Japan |
492 | 359 | 295 | |||||||||
Others (2) |
839 | 189 | 67 | |||||||||
Total |
17,883 |
14,706 |
11,351 |
|||||||||
(1) | Data as of December 31, 2021 included 289 employees deployed under our human resource and administration services. |
(2) | Comprises Hong Kong, Spain, India, Colombia, South Korea, Romania, Australia, Taiwan, Türkiye, Vietnam and Brazil. |
• | The Enterprise Award for 2021/2022 – Awarded by The Business Times, a business daily published by SPH Media Limited and DHL, the global market leader of the international express and logistics industry, to TDCX Singapore; |
• | Recognized as a Leader in the 2022 Information Services Group (ISG) Provider Lens TM Contact Center – Customer Experience Services report for Singapore and Malaysia; |
• | Clutch 2022 B2B Leaders in the categories of India’s Top Performing Business Services Companies and Operations Consulting – Awarded by Clutch to TDCX Singapore; |
• | 2022 Great Place To Work TM Certification – Awarded by Great Place to Work Institute to TDCX Singapore, Colombia, Spain, India, Korea, China, Malaysia, Philippines and Thailand; |
• | Employer of the Year (Gold) – Awarded by HR Excellence Awards to TDCX Singapore; |
• | Cxp Best Customer Experience Award – Awarded by CXP Best Customer Experience Awards to TDCX Malaysia in 2021; |
• | Best Companies to Work for in Asia – Awarded by HR Asia to TDCX Malaysia, China, Thailand and Philippines in 2021; |
• | 2021 Singapore Top 15 Best Workplaces – Ranked #15 – Awarded by Great Place to Work Awards to TDCX Singapore in 2021; |
• | Excellence in HR Innovation – Gold – Awarded by HR Excellence Awards 2021 to TDCX Malaysia and Thailand in 2021; |
• | Best Use of Technology for Recruiting – Awarded by World HRD Congress to TDCX Philippines in 2021; |
• | Innovative Achievement in Growth – Silver Stevie Award. Awarded by Asia-Pacific Stevie Awards to TDCX Philippines in 2021; |
• | Best Outsourced Contact Centre of The Year (Above 100 Seats) – Gold Award—Awarded by 20 th Contact Centre Association of Singapore International Contact Centre Awards to our Singapore office in 2020; |
• | Best Employer Branding – Silver Award—Awarded in the 15 th Employer Branding Awards by Asia Recruitment Award to our Malaysia office in 2020; |
• | Most Attractive Graduate Employers to Work for in 2021 (Ranked Third in the BPO Category)—Awarded by Graduates’ Choice Award to our Malaysia office in 2020; and |
• | Great Place to Learn Certification—Awarded by Great Place to Work Institute & SkillsFuture Singapore to our Singapore office in 2020. |
Category |
ESG Topics |
GRI Standards | ||
Economic and Governance |
Economic performance | GRI 201: Economic Performance 2016 | ||
Business ethics, integrity and transparency | GRI 205: Anti-corruption 2016 | |||
Social |
Employment practices | GRI 401: Employment 2016 | ||
Training and development | GRI 404: Training and Education 2016 | |||
Diversity and inclusion | GRI 405: Diversity and Equal Opportunity 2016 | |||
Data Privacy | GRI 418: Customer Privacy 2018 | |||
Environmental |
Energy management | GRI 302: Energy 2016 | ||
Climate change and emissions | GRI 305: Emissions 2016 |
(i) | a natural person not holding Thai nationality; |
(ii) | a juristic person not registered in Thailand; |
(iii) | a juristic person registered in Thailand and having the following characteristics: |
(a) | a juristic person at least one-half (50%) of whose share capital is held by persons under paragraph (i) or (ii), or a juristic person at least one-half (50%) of whose total capital is invested by persons under paragraph (i) or (ii); or |
(b) | a limited partnership or a registered ordinary partnership whose managing partner or manager is a person under paragraph (i); or |
(iv) | a juristic person registered in Thailand at least one-half (50%) of whose share capital is held by persons under paragraph (i), (ii) or (iii), or a juristic person at least one-half (50%) of whose total amount of capital is invested by persons under paragraph (i), (ii) or (iii). |
C. |
Organizational Structure. |
(1) | Effective ownership (voting powers). |
(2) | Dormant entity. |
D. |
Property, plants and equipment. |
Item 4A. |
UNRESOLVED STAFF COMMENTS |
Item 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
A. |
Operating results. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
% of Revenue |
S$ |
% of Revenue |
S$ |
% of Revenue |
||||||||||||||||||||||
( in thousands, except percentages) |
||||||||||||||||||||||||||||
Revenue by Service |
||||||||||||||||||||||||||||
Omnichannel CX solutions (1) |
285,724 | 384,184 | 57.8 | 334,047 | 60.2 | 273,174 | 62.8 | |||||||||||||||||||||
Sales and digital marketing |
123,833 | 166,506 | 25.1 | 114,718 | 20.7 | 66,235 | 15.2 | |||||||||||||||||||||
Content, trust and safety (1) |
81,434 | 109,496 | 16.5 | 103,538 | 18.6 | 92,452 | 21.3 | |||||||||||||||||||||
Other service fees (1)(2) |
2,925 | 3,934 | 0.6 | 2,895 | 0.5 | 2,862 | 0.7 | |||||||||||||||||||||
Revenue |
493,916 |
664,120 |
100.0 |
555,198 |
100.0 |
434,723 |
100.0 |
|||||||||||||||||||||
(1) | In the second quarter of 2022, we renamed our “content monitoring and moderation” services as “content, trust and safety” services and reclassified certain of our revenues from our omnichannel CX solution services and our other service fees under content, trust and safety services. Accordingly, we reclassified our segment revenues for all periods presented herein on a comparable basis except where otherwise noted. See Note 35 to our audited consolidated financial statements included elsewhere in this annual report. |
(2) | Revenues from other service fees comprise revenue from other business process services and revenue from other services. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
% of Revenue |
S$ |
% of Revenue |
S$ |
% of Revenue |
||||||||||||||||||||||
( in thousands, except percentages) |
||||||||||||||||||||||||||||
Geography ( 1) |
||||||||||||||||||||||||||||
Singapore (2) |
106,453 | 143,137 | 21.6 | 143,989 | 25.9 | 121,062 | 27.9 | |||||||||||||||||||||
The Philippines (3) |
122,716 | 165,004 | 24.8 | 144,313 | 26.0 | 109,268 | 25.1 | |||||||||||||||||||||
Malaysia (2) |
149,655 | 201,226 | 30.3 | 145,184 | 26.1 | 112,976 | 26.0 | |||||||||||||||||||||
Thailand (2) |
66,628 | 89,588 | 13.5 | 71,574 | 12.9 | 54,185 | 12.5 | |||||||||||||||||||||
Japan |
20,095 | 27,020 | 4.1 | 30,838 | 5.6 | 22,759 | 5.2 | |||||||||||||||||||||
China |
12,530 | 16,848 | 2.5 | 11,671 | 2.1 | 11,500 | 2.6 | |||||||||||||||||||||
Others (4) |
15,839 | 21,297 | 3.2 | 7,629 | 1.4 | 2,973 | 0.7 | |||||||||||||||||||||
Total |
493,916 |
664,120 |
100.0 |
% |
555,198 |
100.0 |
434,723 |
100.0 |
||||||||||||||||||||
(1) | For a description of the services provided in each of our offices in the above table, see “Item 4. Information on the Company—B. Business overview—Our Offices.” |
(2) | The offices in Singapore, Malaysia and Thailand primarily provide support to Southeast Asian and North Asian customers in a variety of regional languages, including Mandarin Chinese speakers in the region, which we refer to as our “Southeast Asia” end-market. |
(3) | The offices in the Philippines primarily provide English language support to customers mainly in North America, the United Kingdom, Ireland, Australia and New Zealand, which we refer to as our “Global English” end-market. |
(4) | Comprises revenue from Australia, Colombia, Hong Kong, India, Romania, Spain, South Korea, Taiwan, Türkiye and Vietnam. |
For the Year Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(S$ in thousands) |
||||||||||||
Revenue |
664,120 | 555,198 | 434,723 | |||||||||
Employee benefits expense |
(436,350 | ) | (339,683 | ) | (257,985 | ) | ||||||
Depreciation expense |
(39,731 | ) | (39,853 | ) | (33,065 | ) | ||||||
Rental and maintenance expense |
(9,980 | ) | (9,832 | ) | (10,603 | ) | ||||||
Recruitment expense |
(14,201 | ) | (10,884 | ) | (8,005 | ) | ||||||
Transport and travelling expense |
(1,637 | ) | (1,461 | ) | (1,504 | ) | ||||||
Telecommunication and technology expense |
(11,822 | ) | (8,826 | ) | (6,305 | ) | ||||||
Interest expense |
(1,936 | ) | (8,414 | ) | (3,058 | ) | ||||||
Other operating expense (1) |
(14,699 | ) | (11,126 | ) | (15,836 | ) | ||||||
Gain on disposal of a subsidiary |
— | — | 731 | |||||||||
Share of profit from an associate |
139 | 101 | 196 | |||||||||
Interest income |
3,348 | 544 | 594 | |||||||||
Other operating income (1) |
4,736 | 6,315 | 7,514 | |||||||||
Profit before income tax |
141,987 | 132,079 | 107,397 | |||||||||
Income tax expenses |
(37,049 | ) | (28,237 | ) | (21,303 | ) | ||||||
Profit for the year |
104,938 |
103,842 |
86,094 |
|||||||||
Other comprehensive income (loss) (2) |
(13,508 | ) | (6,224 | ) | 536 | |||||||
Total comprehensive income for the period/year |
91,430 |
97,618 |
86,630 |
|||||||||
Basic earnings per share (in S$) |
0.72 |
0.81 |
(3) |
0.70 |
||||||||
Diluted earnings per share (in S$) |
0.72 |
0.81 |
(3) |
0.70 |
||||||||
(1) | In the unaudited condensed interim consolidated financial statements contained in our Form 6-K dated March 7, 2023, net foreign exchange gains for the first three quarters in 2022 were reported under the “other operating income” line item while net foreign exchange losses for the fourth quarter in 2022 were reported under the “other operating expenses” line item, which resulted in other operating income and other operating expenses of S$12,471,000 and S$22,434,000, respectively, for the year ended December 31, 2022. In the audited consolidated financial statements included in this annual report on Form 20-F, both foreign exchange gains and foreign exchange losses were reported on a net basis for the full year under the “other operating expenses” line item. |
(2) | Other comprehensive income (loss) includes remeasurement of retirement benefit obligation and exchange differences on translation of foreign operations. |
(3) | On October 1, 2021, we completed our initial public offering of 19,358,957 ADSs, each representing one Class A ordinary share of TDCX, and, on October 12, 2021, the underwriters exercised their overallotment option in respect of 2,903,843 ADSs pursuant to the option granted to the underwriters to purchase additional ADSs. On August 26, 2021, we adopted the PSP, which allows us to offer Class A ordinary shares or ADSs to our employees, officers, executive directors and consultants. On November 1, 2021, we issued awards to the first batch of participants of the PSP. We started recognizing the related equity-settled share-based payment expenses in the fourth quarter of 2021. Our earnings per share for the full year ended December 31, 2021 includes the equity-settled share-based payment expenses under the PSP. As of December 31, 2021, none of the awards have vested. |
• | Our revenue from providing omnichannel CX solutions increased by 15.0% to S$384.2 million (US$285.7 million) for the year ended December 31, 2022 from S$334.0 million for the year ended December 31, 2021 primarily due to higher business volumes driven by the expansion of existing campaigns by clients in the fintech, travel and hospitality, and technology verticals, partially offset by a decrease in demand from existing clients in the digital advertising and media vertical. |
• | Our revenue from providing sales and digital marketing services increased by 45.1% to S$166.5 million (US$123.8 million) for the year ended December 31, 2022 from S$114.7 million for the year ended December 31, 2021 primarily due to revenue generated from the expansion of campaigns for our key digital advertising and media clients and additional contributions from new clients in 2022 continuing to scale up. |
• | Our revenue from providing content, trust and safety services increased by 5.8% to S$109.5 million (US$81.4 million) for the year ended December 31, 2022 from S$103.5 million in the year ended December 31, 2021 primarily due to higher business volumes from existing clients. |
• | Our revenue from our other service fees increased by 35.9% to S$3.9 million (US$2.9 million) for the year ended December 31, 2022 from S$2.9 million for the year ended December 31, 2021 primarily due to higher contribution from existing clients. |
For the Full Year ended December 31, |
||||||||||||
2022 |
2021 |
|||||||||||
US$’000 |
S$’000 |
S$’000 |
||||||||||
Revenue by service |
||||||||||||
Omnichannel CX solutions ( 1) |
285,724 | 384,184 | 334,047 | |||||||||
Sales and digital marketing |
123,833 | 166,506 | 114,718 | |||||||||
Content, trust and safety ( 1) |
81,434 | 109,496 | 103,538 | |||||||||
Other service fees ( 1)(2) |
2,925 | 3,934 | 2,895 | |||||||||
Total revenue |
493,916 |
664,120 |
555,198 |
|||||||||
(1) | In the second quarter of 2022, we renamed our “content monitoring and moderation” services as “content, trust and safety” services and reclassified certain of our revenues from our omnichannel CX solution services and our other service fees under content, trust and safety services. Accordingly, we reclassified our segment revenues for all periods presented herein on a comparable basis except where otherwise noted. See “Item 4. Information on the Company—B. Business overview—Our Services and Solutions” and Note 35 to our audited consolidated financial statements included elsewhere in this annual report. |
(2) | Revenues from other service fees comprise revenue from other business process services and revenue from other services. |
• | Our revenue from providing omnichannel CX solutions increased by 22.3% to S$334.0 million for the year ended December 31, 2021 from S$273.2 million for the year ended December 31, 2020 primarily due to higher revenue from a key client in our digital advertising and media vertical arising from the expansion of its existing campaigns, and a sharp growth in business volumes from a fintech client. During the same period, these gains were partially offset by lower revenue from clients in the travel and hospitality sector due to continuous uncertainties in the travel industry caused by the widespread outbreak of COVID-19 variants throughout the year. |
• | Our revenue from providing sales and digital marketing services increased by 73.2% to S$114.7 million for the year ended December 31, 2021 from S$66.2 million for the year ended December 31, 2020 primarily due to revenue generated from the expansion of campaigns for our key clients in our digital advertising and media vertical. |
• | Our revenue from providing content, trust and safety services increased by 12.0% to S$103.5 million for the year ended December 31, 2021 from S$92.5 million in the year ended December 31, 2020 primarily due to higher regional multilingual headcount required by a client in our digital advertising and media vertical. |
• | The increase in our revenues from our other service fees by 1.2% to S$2.9 million for the year ended December 31, 2021 from S$2.9 million for the year ended December 31, 2020 was not material. |
For the Full Year ended December 31, |
||||||||
2021 |
2020 |
|||||||
S$’000 |
||||||||
Revenue by service |
||||||||
Omnichannel CX solutions |
334,047 | 273,174 | ||||||
Sales and digital marketing |
114,718 | 66,235 | ||||||
Content, trust and safety (1) |
103,538 | 92,452 | ||||||
Other service fees (2) |
2,895 | 2,862 | ||||||
Total revenue |
555,198 |
434,723 |
||||||
(1) | In the second quarter of 2022, we renamed our “content monitoring and moderation” services as “content, trust and safety” services and reclassified certain of our revenues from our omnichannel CX solution services and our other service fees under content, trust and safety services. Accordingly, we reclassified our segment revenues for all periods presented herein on a comparable basis except where otherwise noted. See Note 35 to our audited consolidated financial statements included elsewhere in this annual report. |
(2) | Revenues from other service fees comprise revenue from other business process services and revenue from other services. |
Year Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
Revenue (S$ thousands) |
664,120 | 555,198 | 434,723 | |||||||||
Profit for the year (S$ thousands) |
104,938 | 103,842 | 86,094 | |||||||||
EBITDA (S$ thousands) (1) |
180,306 | 179,802 | 142,926 | |||||||||
Adjusted EBITDA (S$ thousands) (1) |
199,771 | 185,006 | 142,926 | |||||||||
Net profit margin (%) |
15.8 | 18.7 | 19.8 | |||||||||
EBITDA margin (%) (1) |
27.1 | 32.4 | 32.9 | |||||||||
Adjusted EBITDA margin (%) (1) |
30.1 | 33.3 | 32.9 | |||||||||
Number of clients (2) |
84 | 52 | 38 | |||||||||
Debt (bank loans) (S$ thousands) |
— | 16,810 | 40,306 |
(1) | “EBITDA” represents profit for the year before interest expense, interest income, income tax expense and depreciation expense. “EBITDA margin” represents EBITDA as a percentage of revenue. “Adjusted EBITDA” represents profit for the year before interest expense, interest income, income tax expense, depreciation expense and equity-settled share-based payment expense incurred in connection with our Performance Share Plan. “Adjusted EBITDA margin” represents Adjusted EBITDA as a percentage of revenue. EBITDA, EBITDA margins, Adjusted EBITDA or Adjusted EBITDA margins are supplemental non-IFRS financial measures and should not be considered in isolation or as a substitute for financial results reported under IFRS. See “—Non-IFRS Financial Measurements” for information regarding the limitations of using such non-IFRS financial measures. |
(2) | As of the end of the year or period. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
Margin (%) |
S$ |
Margin (%) |
S$ |
Margin (%) |
||||||||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||||||||||
Revenue |
493,916 |
664,120 |
— |
555,198 |
— |
434,723 |
— |
|||||||||||||||||||||
Profit for the year and net profit margin |
78,044 |
104,938 |
15.8 |
103,842 |
18.7 |
86,094 |
19.8 |
|||||||||||||||||||||
Adjustments: |
||||||||||||||||||||||||||||
Depreciation expense |
29,549 | 39,731 | 6.0 | 39,853 | 7.2 | 33,065 | 7.6 | |||||||||||||||||||||
Income tax expenses |
27,554 | 37,049 | 5.6 | 28,237 | 5.1 | 21,303 | 4.9 | |||||||||||||||||||||
Interest expense |
1,440 | 1,936 | 0.3 | 8,414 | 1.5 | 3,058 | 0.7 | |||||||||||||||||||||
Interest income |
(2,490 | ) | (3,348 | ) | (0.5 | ) | (544 | ) | (0.1 | ) | (594 | ) | (0.1 | ) | ||||||||||||||
EBITDA |
134,097 |
180,306 |
27.1 |
179,802 |
32.4 |
142,926 |
32.9 |
|||||||||||||||||||||
Adjustment: |
||||||||||||||||||||||||||||
Equity-settled share-based payment expense |
14,476 | 19,465 | 2.9 | 5,204 | 0.9 | — | — | |||||||||||||||||||||
Adjusted EBITDA |
148,573 |
199,771 |
30.1 |
185,006 |
33.3 |
142,926 |
32.9 |
|||||||||||||||||||||
B. |
Liquidity and Capital Resources. |
For the Year Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(S$ in thousands) |
||||||||||||
Net cash from operating activities (1) |
164,551 | 103,825 | 130,484 | |||||||||
Net cash used in investing activities (1) |
(29,669 | ) | (44,139 | ) | (23,682 | ) | ||||||
Net cash used in financing activities |
(50,451 | ) | 199,644 | (83,274 | ) | |||||||
Net increase in cash and cash equivalents |
84,431 | 259,330 | 23,528 | |||||||||
Effect of exchange rate changes on balance of cash held in foreign currencies |
(8,478 | ) | (5,990 | ) | 359 | |||||||
Cash and cash equivalents at the beginning of the period/year |
313,147 | 59,807 | 35,920 | |||||||||
Cash and cash equivalents at the end of the period/year |
389,100 |
313,147 |
59,807 |
|||||||||
(1) | In the unaudited condensed interim consolidated financial statements contained in our Form 6-K dated March 7, 2023, net cash from operating activities was S$165,352,000 while net cash used in investing activities was S$30,469,000, each for the year ended December 31, 2022. In the audited consolidated financial statements included in this annual report on Form 20-F, S$800,000 was reclassified from the “net cash used in investing activities” line item to the “net cash from operating activities” line item. |
C. |
Research and development, patents and licenses, etc. |
D. |
Trend information. |
E. |
Critical Accounting Estimates. |
2022 |
2021 |
|||||||
Expected volatility |
34.8% | 29.0% | ||||||
Expected term |
0.54 to 2.54 years | 0.45 to 3.45 years | ||||||
Risk free rate |
4.0% - 4.3% | 0.1% - 0.9% | ||||||
Expected dividend yield |
Nil | Nil |
Item 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. |
Directors and senior management. |
Directors and Executive Officers |
Age |
Position/Title | ||||
Directors: |
||||||
Laurent Junique |
57 | Executive Chairman and Chief Executive Officer (CEO) | ||||
Chin Tze Neng |
55 | Chief Financial Officer (CFO) and Executive Director | ||||
Edward Goh Kok Hwee |
46 | Executive Vice President (EVP) Corporate Development and Executive Director | ||||
Koh Chia Ling |
51 | Independent Non-Executive Director | ||||
Tan Yee Peng |
49 | Independent Non-Executive Director | ||||
Executive Officers ( 1) : |
||||||
Tay Hui Kiang (Angie) |
47 | Group Chief Operating Officer (COO) and Executive Vice President (EVP) Singapore, Thailand, China, Korea and Taiwan | ||||
Byron Joseph Fernandez |
46 | Group Chief Information Officer (CIO) and Executive Vice President (EVP) | ||||
Ricart Valvekens |
42 | Group Chief Client Solutions Officer (CCSO) and Executive Vice President (EVP) Americas | ||||
Lim Chee Gay |
53 | Group Chief Human Resources Officer (CHRO) | ||||
Sophie Jane Chelmick |
47 | Executive Vice President (EVP) TDCX Europe | ||||
Andrew Thomas Cranshaw (Andy) |
61 | Senior Vice President (SVP) Learning and Development | ||||
Pan Sin Michael Shane Yat Thow |
42 | Senior Vice President (SVP) Digital Innovation |
(1) | Other than directors who are also executive officers. |
B. |
Compensation. |
Name |
Class A Ordinary Shares (Represented by ADSs) Awarded |
Exercise Price (US$/Share) |
Date of Grant of Award |
Date of Expiration |
||||||||||||
Chin Tze Neng |
* | — | November 1, 2021 | N/A | ||||||||||||
Edward Goh Kok Hwee |
* | — | November 1, 2021 | N/A | ||||||||||||
Tay Hui Kiang (Angie) |
* | — | November 1, 2021 | N/A | ||||||||||||
Byron Joseph Fernandez |
* | — | November 1, 2021 | N/A | ||||||||||||
Ricart Valvekens |
* | — | November 1, 2021 | N/A | ||||||||||||
Lim Chee Gay |
* | — | November 1, 2021 | N/A | ||||||||||||
Sophie Jane Chelmick |
* | — | November 1, 2021 | N/A | ||||||||||||
Andrew Thomas Cranshaw (Andy) |
* | — | November 1, 2021 | N/A | ||||||||||||
Meera Karmakar |
* | — | November 1, 2021 | N/A | ||||||||||||
Pan Sin Michael Shane Yat Thow |
* | — | November 1, 2021 | N/A | ||||||||||||
Binjamin Sun |
* | — | November 1, 2021 | N/A | ||||||||||||
Wong Ping Soon |
* | — | November 1, 2021 | N/A | ||||||||||||
Shetal Doshi |
* | — | November 1, 2021 | N/A | ||||||||||||
Antonio Bruno (1) |
* | — | November 1, 2021 | N/A | ||||||||||||
Ong Liling, Joyce Valarie |
* | — | October 24, 2022 | N/A | ||||||||||||
All directors, executive officers and certain employees as a group |
1,396,055 | — | — | — |
* | Each of these directors, executive officers and certain employees beneficially owns less than 1% of our total outstanding shares as of March 31, 2023. |
(1) | Mr. Bruno ceased to be EVP Business Strategy as of August 1, 2022. |
C. |
Board Practices. |
• | recommending the appointment of the independent auditor to the general meeting of shareholders; |
• | the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services; |
• | pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services; |
• | evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board on at least an annual basis; |
• | reviewing and discussing with the Board and the independent auditor our annual audited financial statements and quarterly financial statements prior to the filing of the respective annual and quarterly reports; |
• | reviewing our compliance with laws and regulations, including any initiatives or major litigation or investigations against us that may have a material impact on our financial statements, and assessing our risk management, compliance procedures; |
• | reviewing the activities and organization structure of the internal audit function and advising on the selection and removal of the internal audit head; and |
• | approving or ratifying any related person transaction (as defined in our related person transaction policy) in accordance with our related person transaction policy, as adopted by our board of directors. |
• | identifying, reviewing and proposing policies relevant to executive officer compensation; |
• | analyzing the possible outcomes of the variable remuneration components and how they may affect the remuneration of the executive officers; |
• | evaluating each executive officer’s performance in light of such goals and objectives and determining each executive officer’s compensation based on such evaluation; |
• | determining any long-term incentive component of each executive officer’s compensation in line with the remuneration policy and reviewing our executive officer compensation and benefits policies generally; and |
• | reviewing and assessing risks arising from our compensation policies and practices. |
• | identifying individuals qualified to become members of our board of directors and ensuring these individuals have the requisite expertise; |
• | reviewing and evaluating the composition, function and duties of our board of directors; |
• | recommending nominees for selection to our board of directors and its corresponding committees; |
• | making recommendations to the board as to determinations of board member independence; |
• | leading our board of directors in a self-evaluation, at least annually, to determine whether it and its committees are functioning effectively; |
• | overseeing and recommending for adoption by the general meeting of shareholders the compensation for our board of directors; and |
• | developing and recommending to the board our rules governing the board, reviewing and assessing the adequacy of such rules governing the board and recommending any proposed changes to the board. |
D. |
Employees |
As of December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
Singapore |
1,478 | 1,454 | 1,278 | |||||||||
The Philippines |
6,783 | 5,750 | 4,692 | |||||||||
Malaysia |
5,826 | 4,201 | 3,102 | |||||||||
Thailand (1) |
2,122 | 2,363 | 1,633 | |||||||||
China |
343 | 390 | 284 | |||||||||
Japan |
492 | 359 | 295 | |||||||||
Others (2) |
839 | 189 | 67 | |||||||||
Total |
17,883 |
14,706 |
11,351 |
|||||||||
(1) | Data as of December 31, 2021 included 289 employees deployed under our human resource and administration services. |
(2) | Includes Hong Kong, Spain, India, Colombia, South Korea, Romania, Australia, Taiwan, Türkiye, Vietnam and Brazil. |
E. |
Share Ownership. |
• | each of our directors, executive officers and certain employees; and |
• | each person known to us to beneficially own 5.0% or more of our Class A ordinary shares or Class B ordinary shares. |
Ordinary Shares Beneficially Owned as of March 31, 2023 |
||||||||||||||||
Class A Ordinary Shares |
Class B Ordinary Shares |
% of Total Ordinary Shares† |
% of Aggregate Voting Power†† |
|||||||||||||
Directors, Executive Officers and Certain Employees: (1) |
||||||||||||||||
Laurent Junique (2) |
559,625 | 123,500,000 | 85.6 | 98.3 | ||||||||||||
Chin Tze Neng |
* | — | * | * | ||||||||||||
Edward Goh Kok Hwee |
* | — | * | * | ||||||||||||
Koh Chia Ling |
— | — | — | — | ||||||||||||
Tan Yee Peng |
— | — | — | — | ||||||||||||
Tay Hui Kiang (Angie) |
* | — | * | * | ||||||||||||
Byron Joseph Fernandez |
* | — | * | * | ||||||||||||
Ricart Valvekens |
* | — | * | * | ||||||||||||
Lim Chee Gay |
* | — | * | * | ||||||||||||
Sophie Jane Chelmick |
* | — | * | * | ||||||||||||
Andrew Thomas Cranshaw (Andy) |
* | — | * | * | ||||||||||||
Meera Karmakar |
* | — | * | * | ||||||||||||
Pan Sin Michael Shane Yat Thow |
* | — | * | * | ||||||||||||
Binjamin Sun |
* | — | * | * | ||||||||||||
Wong Ping Soon |
* | — | * | * | ||||||||||||
Shetal Doshi |
* | — | * | * | ||||||||||||
Ong Liling, Joyce Valarie |
* | — | * | * | ||||||||||||
Michael Thomas Cowell |
* | — | * | * | ||||||||||||
Antonio Bruno (3) |
* | — | * | * | ||||||||||||
All of our directors, executive officers and certain employees as a group |
899,517 | 123,500,000 | 85.8 | 98.4 | ||||||||||||
Principal: |
||||||||||||||||
Transformative Investments Pte Ltd (2) |
— | 123,500,000 | 85.2 | 98.3 | ||||||||||||
Goldman Sachs Asset Management (4) |
2,087,213 | — | 1.4 | 0.2 | ||||||||||||
Morgan Stanley Entities (5) |
1,601,065 | — | 1.1 | 0.1 | ||||||||||||
Indus Capital Partners, LLC (6) |
1,611,404 | — | 1.1 | 0.1 | ||||||||||||
Capital World Investors (7) |
1,781,024 | — | 1.2 | 0.1 | ||||||||||||
Pendal Group Entities (8) |
1,306,500 | — | 0.9 | 0.1 | ||||||||||||
Tree Line Advisors (Hong Kong) Ltd. (9) |
1,540,000 | — | 1.1 | 0.1 | ||||||||||||
Ward Ferry Management (BVI) Ltd (10) |
2,981,435 | — | 2.1 | 0.2 |
* | Less than 1% of our total outstanding shares on an as converted basis. |
† | For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after March 31, 2023, by the sum of Class A and Class B ordinary shares, and the number of Class A ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after March 31, 2023. |
†† | For each person and group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares beneficially owned by such person or group with respect to all of our outstanding Class A and Class B ordinary shares as one single class. Holders of Class A ordinary shares are entitled to one vote per share and holders of Class B ordinary shares are entitled to ten votes per share. |
(1) | Except as otherwise indicated below, the business address of our directors and executive officers is 750D Chai Chee Road, #06-01/06 ESR BizPark @ Chai Chee, Singapore 469004. |
(2) | Represents (i) 166,000 Class A ordinary shares directly held by Mr. Junique’s spouse, (ii) 393,625 Class A ordinary shares of the Issuer directly held by Mr. Junique and his spouse and (iii) 123,500,000 Class A ordinary shares issuable upon conversion of the Class B ordinary shares directly held by Transformative Investments Pte Ltd. The entire interest of Transformative Investments Pte Ltd is held by a trust that was established for the benefit of Mr. Junique and his family. The registered office of Transformative Investments Pte Ltd is at the Offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
(3) | As Mr. Bruno ceased to be EVP Business Strategy as of August 1, 2022, beneficial ownership information for Mr. Bruno is provided based on our internal records as at of August 1, 2022. |
(4) | Information is based on a Schedule 13G/A filed with the SEC on February 8, 2023 by Goldman Sachs Asset Management, L.P., together with GS Investments Strategies, LLC, “Goldman Sachs Asset Management.” Goldman Sachs Asset Management reported shared voting power over 1,988,675 ADSs, each representing one Class A ordinary share, and shared dispositive power over 2,087,213 ADSs. The address of Goldman Sachs Asset Management is 200 West Street, New York, NY 10282. |
(5) | Information is based on a Schedule 13G/A jointly filed with the SEC on February 10, 2023 by Morgan Stanley and Morgan Stanley Investment Management Company, or Morgan Stanley Entities. Morgan Stanley reported shared voting power over 1,600,658 ADSs, each representing one Class A ordinary share, and shared dispositive power over 1,601,065 ADSs. Morgan Stanley Investment Management Company reported shared voting power over 1,600,658 ADSs, each representing one Class A ordinary share, and shared dispositive power over 1,600,658 ADSs. Morgan Stanley is the parent holding company of Morgan Stanley Investment Management Company and the shares beneficially owned by Morgan Stanley may be deemed to be beneficially owned by Morgan Stanley Investment Management Company, a wholly-owned subsidiary of Morgan Stanley. The address of Morgan Stanley is 1585 Broadway New York, NY 10036. The address of Morgan Stanley Investment Management Company is #16-01 Capital Square 23 Church Street, Singapore. |
(6) | Information is based on a Schedule 13G/A jointly filed with the SEC on February 14, 2023 by Indus Capital Partners, LLC, Indus Select Master Fund, Ltd., James Shannon and Byron Gill. Indus Capital Partners, LLC reported shared voting power over 1,611,404 ADSs, each representing one Class A ordinary share, and shared dispositive power over 1,611,404 ADSs. All of the ADSs are directly owned by advisory clients of Indus Capital Partners, LLC. None of those advisory clients, other than Indus Select Master Fund, Ltd., may be deemed to beneficially own more than 5% of the Class A ordinary shares. James Shannon and Byron Gill are control persons of Indus Capital Partners, LLC and they may be deemed to have beneficial interests in the shares beneficially owned by Indus Capital Partners, LLC. The address of Indus Capital Partners, LLC is 888 Seventh Avenue, 26th Floor, New York, New York 10019, United States of America. |
(7) | Information is based on a Schedule 13G filed with the SEC on February 13, 2023 by Capital World Investors. Capital World Investors reported sole voting power over 1,781,024 ADSs, each representing one Class A ordinary share, and sole dispositive power over 1,781,024 ADSs. Capital World Investors, or CWI, is a division of Capital Research and Management Company, or CRMC, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CWI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital World Investors.” The address of Capital World Investors is 333 South Hope Street, 55 th Floor, Los Angeles, California 90071. |
(8) | Information is based on a Schedule 13G jointly filed with the SEC on February 15, 2023 by Pendal Group Limited (The Parent Company), JOHCM (Singapore) Pte Limited (A Controlled Undertaking of The Parent Company) and Pendal Institutional Limited (A Controlled Undertaking of The Parent Company). Pendal Group Limited reported sole voting power over 1,306,500 ADSs, each representing one Class A ordinary share, and sole dispositive power over 1,306,500 ADSs. The address of Pendal Group Limited is Level 14, The Chifley Tower 2 Chifley Square, Sydney, 2000, NSW, Australia. |
(9) | Information is based on a Form 13F filed with the SEC on February 9, 2023 by Tree Line Advisors (Hong Kong) Ltd. Tree Line Advisors (Hong Kong) Ltd. reported sole voting power over 1,540,000 ADSs, each representing one Class A ordinary share, and sole dispositive power over 1,540,000 ADSs. The address of Tree Line Advisors (Hong Kong) Ltd. is Suite 1707, Two Exchange Square, Central, Hong Kong. |
(10) | Information is based on a Form 13F filed with the SEC on February 13, 2023 by Ward Ferry Management (BVI) Ltd. Ward Ferry Management (BVI) Ltd reported sole voting power over 2,981,435 ADSs, each representing one Class A ordinary share, and sole dispositive power over 2,981,435 ADSs. The address of Ward Ferry Management (BVI) Ltd is Suite 2608, Two Exchange Square, Central, Hong Kong. |
• | FMR LLC reported its percentage ownership of our ADSs, each representing one Class A ordinary share, to be 0.043% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in Amendment No. 3 to a report on Schedule 13G filed with the SEC on February 9, 2023, 10.000% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in a report on Amendment No. 2 to Schedule 13G filed with the SEC on March 10, 2022, 9.999% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in Amendment No. 1 to a report on Schedule 13G filed with the SEC on February 9, 2022 and 10.000% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in a report on Schedule 13G filed with the SEC on November 10, 2021. |
• | JPMorgan Chase & Co. reported its percentage ownership of our ADSs, each representing one Class A ordinary share, to be 2.2% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in Amendment No. 1 to a report on Schedule 13G filed with the SEC on September 8, 2022 and 5.4% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in a report on Schedule 13G filed with the SEC on January 28, 2022. |
F. |
Disclosure of a registrant’s action to recover erroneously awarded compensation |
Item 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. |
Major Shareholders. |
B. |
Related Party Transactions. |
C. |
Interests of experts and counsel. |
Item 8. |
FINANCIAL INFORMATION |
A. |
Consolidated Statements and Other Financial Information. |
• | our results of operations and cash flow; |
• | our expected financial performance and working capital needs; |
• | our future prospects; |
• | our capital expenditures and other investment plans; |
• | other investment and growth plans; |
• | dividend yields of comparable companies globally; |
• | restrictions on payment of dividend that may be imposed on us by our financing arrangements; and |
• | the general economic and business conditions and other factors deemed relevant by our board of directors and statutory restrictions on the payment of dividends. |
B. |
Significant Changes. |
Item 9. |
THE OFFER AND LISTING |
A. |
Offer and listing details. |
B. |
Plan of distribution. |
C. |
Markets. |
D. |
Selling shareholders. |
E. |
Dilution. |
F. |
Expenses of the issue. |
Item 10. |
ADDITIONAL INFORMATION |
A. |
Share capital. |
B. |
Memorandum and articles of association. |
• | an exempted company does not have to file an annual return disclosing its shareholders with the Registrar of Companies; |
• | an exempted company is not required to open its register of members for public inspection; |
• | an exempted company does not have to hold an annual general meeting; |
• | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); and |
• | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands. |
• | The date that is 15 years from September 30, 2021; and |
• | Nine months after the death or permanent disability of Laurent Junique. |
• | the names and addresses of the members, together with a statement of the shares held by each member, and such statement shall confirm (i) the amount paid or agreed to be considered as paid, on the shares of each member, (ii) the number and category of shares held by each member, and (iii) whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional; |
• | the date on which the name of any person was entered on the register as a member; and |
• | the date on which any person ceased to be a member. |
• | the instrument of transfer is lodged with us, accompanied by the certificate (if any) for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
• | the instrument of transfer is in respect of only one class of shares; |
• | the instrument of transfer is properly stamped, if required; |
• | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
• | a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our board of directors may from time to time require is paid to us in respect thereof. |
• | the designation of the series; |
• | the number of shares of the series; |
• | the dividend rights, dividend rates, conversion rights, voting rights; and |
• | the rights and terms of redemption and liquidation preferences, |
• | increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution prescribes; |
• | consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
• | convert all or any of its paid-up shares into stock and reconvert the stock into paid up shares of any denomination; |
• | sub-divide our existing shares, or any of them into shares of a smaller amount than that fixed by our memorandum of association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in case of the share from which the reduced share is derived; and |
• | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so canceled. |
• | the statutory provisions as to the required majority vote have been met; |
• | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
• | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
• | the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act. |
• | a company acts or proposes to act illegally or ultra vires and is therefore incapable of ratification by the shareholders; |
• | the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
• | those who control the Company are perpetrating a “fraud on the minority.” |
C. |
Material contracts. |
D. |
Exchange controls. |
E. |
Taxation. |
• | such excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares; |
• | such amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income; |
• | such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. Holder for that year; and |
• | an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |
F. |
Dividends and paying agents. |
G. |
Statement by experts. |
H. |
Documents on display. |
I. |
Subsidiary Information. |
J. |
Annual Report to Security Holders. |
Item 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
For the Year Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(S$ in thousands) |
||||||||||||
U.S. dollar |
4,291 | 3,813 | 2,815 |
Item 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
A. |
Debt Securities. |
B. |
Warrants and Rights. |
C. |
Other Securities. |
D. |
American Depositary Shares. |
• | a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs; |
• | a fee of US$0.05 or less per ADS held for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the deposit agreement; |
• | an aggregate fee of US$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision); |
• | a fee for the reimbursement of such fees, charges, and expenses as are incurred by the depositary and/or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of ADR holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against ADR holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such ADR holders or by deducting such charge from one or more cash dividends or other cash distributions); |
• | a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the $0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those ADR holders entitled thereto; |
• | stock transfer or other taxes and other governmental charges; |
• | cable, telex, and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares, ADRs or deposited securities; |
• | transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and |
• | fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage, and/or execute any public and/or private sale of securities under the deposit agreement. |
Item 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
Item 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
Item 15. |
CONTROLS AND PROCEDURES |
A. |
Disclosure Controls and Procedures. |
B. |
Management’s Annual Report on Internal Control over Financial Reporting. |
C. | Attestation Report of the Registered Public Accounting Firm. |
D. |
Changes in Internal Control over Financial Reporting. |
Item 16. |
Item 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
Item 16B. |
CODE OF ETHICS |
Item 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
For the Year Ended December 31, |
||||||||
2021 |
2022 |
|||||||
(S$, in thousands) |
||||||||
Audit fees (1) |
1,128 | 944 | ||||||
Total |
1,128 | 944 |
(1) | “Audit fees” mean the aggregate fees for the audit of our annual consolidated financial statements and annual statutory financial statements, reviews of interim financial statements, review of our registration statement and related consents. This category also included professional services rendered by our independent registered public accounting firm for statutory audits required by non-U.S. jurisdictions. For the year ended December 31, 2021, audit fees also included fees for professional services rendered in connection with our initial public offering in 2021. |
Item 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Item 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
Period |
(a) Total Number of ADSs Purchased |
(b) Average Price Paid per ADS |
(c) Total Number of ADSs Purchased as Part of Publicly Announced Plans or Programs ( 1) |
(d) Maximum Number (or Approximate Dollar Value) of ADSs that May Yet Be Purchased Under the Plans or Programs ( 1) |
||||||||||||
March 14, 2022 to March 31, 2022 |
106,200 |
US$ |
12.52 per ADS |
106,200 |
US$ |
28.7 million |
||||||||||
April 1, 2022 to June 30, 2022 |
587,123 |
US$ |
9.37 per ADS |
587,123 |
US$ |
23.1 million |
||||||||||
July 1, 2022 to September 30, 2022 |
352,489 |
US$ |
8.51 per ADS |
352,489 |
US$ |
20.1 million |
||||||||||
October 1, 2022 to December 31, 2022 |
– |
– |
– |
US$ |
20.1 million |
(1) |
On March 14, 2022, the Company announced that the board of directors had approved a US$30 million share repurchase program. The share repurchase program commenced on March 14, 2022. The repurchase program has no expiration date and may be suspended, modified or discontinued at any time without prior notice. The Company expects to fund repurchases under this program with its existing cash balance. The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades, and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and its insider trading policy. Our board of directors will review the share repurchase program periodically and may authorize adjustment of its terms and size. All share repurchases are subject to and will be carried out, if at all, in accordance with applicable regulatory requirements. |
Item 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
Item 16G. |
CORPORATE GOVERNANCE |
Item 16H. |
MINE SAFETY DISCLOSURE |
Item 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Item 17. |
FINANCIAL STATEMENTS |
Item 18. |
FINANCIAL STATEMENTS |
Item 19. |
EXHIBITS |
Exhibit No. |
Description of Exhibit | |
1.1 |
||
2.1 |
||
2.2 |
||
2.3 |
||
2.4 * |
||
4.1 |
||
4.2 |
||
4.3 |
||
4.4 |
||
4.5 |
||
4.6 |
||
4.7# |
||
4.8# |
||
8.1 * |
||
11.1 |
||
12.1 * |
||
12.2 * |
||
13.1 ** |
||
13.2 ** |
||
15.1 * |
Exhibit No. |
Description of Exhibit | |
15.2 * |
||
15.3 * |
||
101.INS * |
XBRL Instance Document | |
101.SCH * |
XBRL Taxonomy Extension Schema Document | |
101.CAL * |
XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF * |
XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB * |
XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE * |
XBRL Taxonomy Extension Presentation Linkbase Document | |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed herewith. |
** |
Furnished herewith. |
# |
Confidential portions of the exhibit have been omitted. |
TDCX Inc. | ||
By: |
/s/ Laurent Junique | |
Name: |
Laurent Junique | |
Title: |
Executive Chairman and Chief Executive Officer |
TDCX INC . A ND ITS SUBSIDIARIES (Registration No. 362018 ) CONSOLIDATED FINANCIAL STATEMENTS YEAR S ENDED DECEMBER 31, 2020, 2021 and 2022 |
PAGE | ||||
F-3 - F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-8 | ||||
F-10 - F-55 |
/s/ |
Note |
December 31, 2022 |
December 31, 2022 |
December 31, 2021 |
|||||||||||||
US$’000 |
S$’000 |
S$’000 |
||||||||||||||
(Note 3) |
||||||||||||||||
ASSETS |
||||||||||||||||
Current assets |
||||||||||||||||
Cash and cash equivalents |
7 |
|||||||||||||||
Fixed and pledged deposits |
8 |
|||||||||||||||
Trade receivables |
9 |
|||||||||||||||
Contract assets |
10 |
|||||||||||||||
Other receivables |
11 |
|||||||||||||||
Financial assets measured at fair value through profit or loss |
12 |
|||||||||||||||
Income tax receivable |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Non-current assets |
||||||||||||||||
Pledged deposits |
8 |
|||||||||||||||
Other receivables |
11 |
|||||||||||||||
Plant and equipment |
13 |
|||||||||||||||
Right-of-use |
14 |
|||||||||||||||
Goodwill and intangible assets |
15 |
|||||||||||||||
Deferred tax assets |
21 |
|||||||||||||||
Investment in an associate |
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current assets |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total assets |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||
Current liabilities |
||||||||||||||||
Other payables |
16 |
|||||||||||||||
Bank loans |
17 |
|||||||||||||||
Lease liabilities |
18 |
|||||||||||||||
Provision for reinstatement cost |
19 |
|||||||||||||||
Income tax payable |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Non-current liabilities |
||||||||||||||||
Bank loans |
17 |
|||||||||||||||
Lease liabilities |
18 |
|||||||||||||||
Provision for reinstatement cost |
19 |
|||||||||||||||
Defined benefit obligation |
20 |
|||||||||||||||
Deferred tax liabilities |
21 |
|||||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Capital, reserves and non-controlling interests |
||||||||||||||||
Share capital |
22 |
|||||||||||||||
Reserves |
30 |
|||||||||||||||
Retained earnings |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Equity attributable to owners of the Group |
||||||||||||||||
Non-controlling interests |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total equity |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
||||||||||||||||
|
|
|
|
|
|
Note | 2022 | 2022 | 2021 | 2020 | ||||||||||||||||
US$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||||||
(Note 3) | ||||||||||||||||||||
Revenue |
2 4 |
|||||||||||||||||||
Employee benefits expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Depreciation expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Rental and maintenance expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Recruitment expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Transport and travelling expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Telecommunication and technology expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Other operating expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Gain on disposal of a subsidiary |
— | — | — | |||||||||||||||||
Share of profit from an associate |
||||||||||||||||||||
Interest income |
||||||||||||||||||||
Other operating income |
2 6 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Profit before income tax |
||||||||||||||||||||
Income tax expenses |
2 7 |
( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Profit for the year |
2 5 |
|||||||||||||||||||
Item that will not be reclassified to profit or loss: |
||||||||||||||||||||
Remeasurement of retirement benefit obligation |
( |
) | ||||||||||||||||||
Item that may be reclassified subsequently to profit or loss: |
||||||||||||||||||||
Exchange differences on translation of foreign operations |
( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income for the year |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Profit attributable to : |
||||||||||||||||||||
- Owners of the Group |
||||||||||||||||||||
- Non-controlling interests |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income attributable to : |
||||||||||||||||||||
- Owners of the Group |
||||||||||||||||||||
- Non-controlling interests |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Basic earnings per share (in US$ or S$) |
28 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Diluted earnings per share (in US$ or S$) |
28 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average number of ordinary shares used in computing basic earnings per share |
28 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average number of ordinary shares used in computing diluted earnings per share |
28 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
Note |
Share Capital |
Reserves (Note 30 ) |
Retained earnings |
Equity attributable to owners of the Group |
Non- controlling interests |
Total |
||||||||||||||||||||||
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
|||||||||||||||||||||||
Balance at January 1, 2020 |
( |
) | ||||||||||||||||||||||||||
Total comprehensive income for the year: |
||||||||||||||||||||||||||||
Profit for the year |
— | — | ||||||||||||||||||||||||||
Other comprehensive income (loss) |
— | ( |
) | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transfer of profits to legal reserve |
30 |
— | ( |
) | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Dividends representing transactions with owners recognized directly in equity |
29 |
— | — | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2020 |
( |
) | ||||||||||||||||||||||||||
Total comprehensive income for the year: |
||||||||||||||||||||||||||||
Profit for the year |
— | — | ||||||||||||||||||||||||||
Other comprehensive income (loss) |
— | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transfer of profits to legal reserve |
30 |
— | ( |
) | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transaction with owners recognized directly in equity: |
||||||||||||||||||||||||||||
Issu ance of share capital for cash |
22 |
— | — | |||||||||||||||||||||||||
Share-based payments expenses |
23 |
— | — | — | ||||||||||||||||||||||||
Distribution to founder |
30 |
— | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||
Effects of translation on other reserve |
30 |
— | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||
Dividend paid to non-controlling interest |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Proceeds for capital call on non-fully paid-up share capital |
— | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2021 |
||||||||||||||||||||||||||||
Total comprehensive income for the year: |
||||||||||||||||||||||||||||
Profit for the year |
— | — | ||||||||||||||||||||||||||
Other comprehensive (loss) income |
— | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transfer of profits to legal reserve |
30 |
— | ( |
) | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transaction with owners recognized directly in equity: |
||||||||||||||||||||||||||||
Share-based payments expenses |
23 | — | — | — | ||||||||||||||||||||||||
Dividend paid to non-controlling interest |
— | — | ( |
) |
( |
) | ||||||||||||||||||||||
Issuance of shares due to vesting of warrants |
22 | * |
— | — |
||||||||||||||||||||||||
Repurchase of American Depositary Shares |
30 | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2022 |
( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount is less than S$1,000 |
2022 | 2022 | 2021 | 2020 | |||||||||||||
US$’000 (Note 3) |
S$’000 | S$’000 | S$’000 | |||||||||||||
Operating activities |
||||||||||||||||
Profit before income tax |
||||||||||||||||
Adjustments for: |
||||||||||||||||
Depreciation expense |
||||||||||||||||
Gain on early termination of right-of-use |
— | — | ( |
) | ( |
) | ||||||||||
Allowance (Reversal of allowance) on trade and other receivables |
( |
) | — | |||||||||||||
Equity-settled share-based payment expense |
— | |||||||||||||||
Provision for reinstatement cost |
( |
) | — | |||||||||||||
Bank loan transaction cost |
||||||||||||||||
Interest income |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest expense |
||||||||||||||||
Retirement benefit service cost |
||||||||||||||||
Loss on disposal and write - offof plant and equipment |
||||||||||||||||
Rent concession |
— | — | — | ( |
) | |||||||||||
Gain on disposal of a subsidiary |
— | — | — | ( |
) | |||||||||||
Share of profit from an associate |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Fair value gain on previously held equity interest |
( |
) | ( |
) | — | — | ||||||||||
Operating cash flows before movements in working capital |
||||||||||||||||
Trade receivables |
( |
) | ||||||||||||||
Contract assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other receivables |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other payables |
||||||||||||||||
Cash generated from operations |
||||||||||||||||
Interest received |
||||||||||||||||
Income tax paid |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Income tax refunded |
||||||||||||||||
Net cash from operating activities |
||||||||||||||||
Investing activities |
||||||||||||||||
Purchase of plant and equipment (Note A) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Proceeds from sales of plant and equipment |
||||||||||||||||
Payment for restoration of office |
— | — | ( |
) | — | |||||||||||
Placements in fixed deposits |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Withdrawal of fixed deposits |
— | — | ||||||||||||||
Increase (Decrease) in pledged deposits |
— | — | ( |
) | ||||||||||||
Disposal of a subsidiary |
— | — | — | ( |
) | |||||||||||
Repayment from an associate |
— | — | — | |||||||||||||
Dividend income from associate |
— | |||||||||||||||
Acquisition of subsidiary, net of cash acquired (Note 34) |
( |
) | ( |
) | — | — | ||||||||||
Investment in financial assets measured at fair value through profit or loss |
( |
) |
( |
) |
( |
) | — | |||||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
2022 | 2022 | 2021 | 2020 | |||||||||||||
US$’000 (Note 3) |
S$’000 | S$’000 | S$’000 | |||||||||||||
Financing activities |
||||||||||||||||
Dividends paid |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Drawdown of bank loan |
446 |
600 |
||||||||||||||
Distribution to founder |
— | — | ( |
) | — | |||||||||||
Repayment of lease liabilities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest paid |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Bank loan transaction cost paid |
— | — | ( |
) | — | |||||||||||
Repayment of bank loan |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Repurchase of American Depositary Shares |
( |
) | ( |
) | — | — | ||||||||||
Proceeds from issuance of shares, net of issuance costs |
— | |||||||||||||||
Proceeds for capital call on non-fully paid-up share capital from non-controlling interests |
— | — | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash from (used in) financing activities |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase in cash and cash equivalents |
||||||||||||||||
Effect of foreign exchange rate changes on cash held in foreign currencies |
( |
) | ( |
) | ( |
) | ||||||||||
Cash and cash equivalents at beginning of year |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of year (Note 7) |
||||||||||||||||
|
|
|
|
|
|
|
|
1 |
GENERAL |
2 |
ADOPTION OF NEW AND REVISED STANDARDS |
Amendments to IFRS 17 |
Insurance Contracts 1 | |
Amendments to IFRS 10 and International Accounting Standards (“IAS”) 28 |
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 1 | |
Amendments to IAS 1 and IFRS Practice Statement 2 |
Disclosure of Accounting Policies 1 | |
Amendments to IAS 8 |
Definition of Accounting Estimates 1 | |
Amendments to IAS 12 |
Deferred Tax related to Assets and Liabilities arising from a Single Transaction 1 | |
Amendments to IFRS 16 |
Lease liability in a Sales and Leaseback 2 | |
Amendments to IAS 1 |
Classification of Liabilities as Current or Non-current 2 | |
Amendments to IAS 1 |
Non-current liabilities with Covenants 2 |
1 |
Effective for annual periods beginning on or after January 1, 2023, with early application permitted. |
2 |
Effective for annual periods beginning on or after January 1, 2024, with early application permitted. |
3 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
• | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; |
• | Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and |
• | Level 3 inputs are unobservable inputs for the asset or liability. |
• |
has power over the investee; |
• |
is exposed, or has rights, to variable returns from its involvement with the investee; and |
• |
has the ability to use its power to affect its returns. |
• |
the size of the company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; |
• |
potential voting rights held by the company, other vote holders or other parties; |
• |
rights arising from other contractual arrangements; and |
• |
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. |
Years |
||||
Customer relationships |
• | The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows only; and |
• | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
• | The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and |
• | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Years | ||
Leasehold improvements | (ranging from | |
Furniture and fittings | ||
Office equipment and software |
• |
Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; |
• |
The amounts expected to be payable by the lessee under residual value guarantees; |
• |
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and |
• |
Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. |
• |
The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. |
• |
The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). |
• |
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. |
1. | Identification of the contract or contracts with a customer; |
2. | Identification of the performance obligations in the contract; |
3. | Determination of the transaction price; |
4. | Allocation of the transaction price to the performance obligations in the contract; and |
5. | Recognition of revenue when, or as, the performance obligation is satisfied. |
• | Omnichannel CX solutions – The Group provides omnichannel CX solutions by providing information about its clients, products and services to their customers. The objective is to help its clients manage their relationships with their customers. This includes technical support for software, consumer electronic devices and telemarketing campaigns. Customer contact occurs through phone call, online chat, SMS, email and a variety of other channels and are typically on general enquiries or after-sales service issue resolution. Each service is viewed as one performance obligation and revenue is recognized over time by using the output method when the performance obligation is satisfied on a monthly basis measured by the value of the service performed to date. |
• |
Sales and digital marketing – The Group provides sales and digital marketing services through contacts made by the Group’s sales and digital marketing agents with the objective to promote and sell the products of its customers. This primarily involves helping the digital advertising platform clients to attract more advertisers and grow their Internet and social media advertising businesses. Each scope of service is viewed as one performance obligation and revenue is recognized over time by using the output method when the performance obligation is satisfied on a monthly basis measured by the value of the service performed to date. |
• |
Content, trust and safety services – These services comprise content monitoring and moderation services, trust and safety services and data annotation services. Content monitoring and moderation service involves the review of content submission for violation of terms of use or non-compliant with the specifications and guidelines provided by clients. Trust and safety services entails Group’s dedicated and trained resources in assisting clients to verify, detect and prevent incidences of fraudulent use of clients’ tools so as to promote users’ confidence in using Group clients’ platforms and tools. Data annotation services provided by the Group serves to support the development of the Group’s clients’ efforts in machine learning and automation initiatives and projects. Revenue is recognized over time by using the output method when the performance obligation is satisfied on a monthly basis measured by the value of the service performed to date. |
• |
Other business process services – The Group provides other services comprising workspace through provision of fully equipped and serviced workstations, provision of payroll and human resource administration services to some of its customers and other business processing services. Revenue is recognized over time when the performance obligation is satisfied on a monthly basis measured by the value of the service performed to date. |
• |
the costs relate directly to a contract or to an anticipated contract that the Group can specifically identify; |
• |
the costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and |
• |
the costs are expected to be recovered. |
• |
Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements); |
• |
Net interest expense or income; and |
• |
Remeasurement. |
4 |
CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
(i) |
Variable non-cash consideration payable to customer |
(ii) |
Accrued revenue |
(iii) |
Share-based payments |
(i v ) |
Business Combination |
(v) |
Unrecognized Deferred Tax Liabilities Related to Investments in Foreign Subsidiaries |
5 |
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL MANAGEMENT |
(a) |
Categories of financial instruments |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Financial assets |
||||||||
Financial assets at amortized cost |
||||||||
Financial assets measured at fair value through profit or loss |
||||||||
Financial liabilities |
||||||||
Financial liabilities at amortized cost |
||||||||
Lease liabilities |
||||||||
(b) |
Financial risk management policies and objectives |
(i) | Credit risk management |
Category |
Description |
Basis for recognising ECL | ||
Performing | past-due amounts. |
12-month ECL | ||
Doubtful | Lifetime ECL— not credit-impaired | |||
In default | Lifetime ECL— credit-impaired | |||
Write-off |
Note | Internal credit rating |
12-month or lifetimeECL |
Gross carrying amount |
Loss allowance |
Net carrying amount |
|||||||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||||||||||
2022 |
||||||||||||||||||||
Trade receivables |
9 | (a) | Lifetime ECL (Simplified approach) |
( |
) |
|||||||||||||||
Contract assets |
10 | (a) | Lifetime ECL (Simplified approach) |
— | ||||||||||||||||
Other receivables |
11 | — | ||||||||||||||||||
( |
) |
|||||||||||||||||||
2021 |
||||||||||||||||||||
Trade receivables |
9 | (a) | Lifetime ECL (Simplified approach) |
— | ||||||||||||||||
Contract assets |
10 | (a) | Lifetime ECL (Simplified approach) |
— | ||||||||||||||||
Other receivables |
11 | — | ||||||||||||||||||
— | ||||||||||||||||||||
(a) |
The Group determines the expected credit losses on these items by using an allowance matrix, estimated based on historical credit loss experience based on the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. Accordingly, the credit risk profile of these assets is presented based on their past due status. |
(ii) | Interest rate risk management |
(iii) | Foreign currency risk management |
Assets | Liabilities | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||
United States Dollar |
||||||||||||||||
(iv) | Liquidity risk management |
Weighted average interest rate |
On demand or within 1 year |
Within 2 to 3 years |
Within 3 to 5 years |
5 years onwards |
Total contractual undiscounted cash flows |
Adjustment |
Carrying amount |
|||||||||||||||||||||||
% |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
|||||||||||||||||||||||
December 31, 2022 |
||||||||||||||||||||||||||||||
Non-interest bearing |
— | |||||||||||||||||||||||||||||
Lease liabilities (fixed rate) |
( |
) | ||||||||||||||||||||||||||||
December 31, 2021 |
||||||||||||||||||||||||||||||
Non-interest bearing |
— | |||||||||||||||||||||||||||||
Variable interest rate instruments |
||||||||||||||||||||||||||||||
Fixed interest rate Instruments |
( |
) | ||||||||||||||||||||||||||||
Lease liabilities (fixed rate) |
( |
) | ||||||||||||||||||||||||||||
(v) |
Fair value of financial assets and financial liabilities |
(c) |
Capital risk management policies and objectives |
6 |
REMUNERATION OF KEY MANAGEMENT PERSONNEL |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Short-term employee benefits |
||||||||||||
Post-employment benefits |
||||||||||||
Equity-settled share-based payment expenses |
||||||||||||
Directors’ fees |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
7 |
CASH AND CASH EQUIVALENTS |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Cash on hand |
||||||||
Cash at bank |
||||||||
Fixed deposits |
||||||||
|
|
|
|
|||||
|
|
|
|
8 |
FIXED AND PLEDGED DEPOSITS |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Fixed deposits |
||||||||
Pledged deposits |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Analysed as: |
||||||||
Current |
||||||||
Non-current |
||||||||
|
|
|
|
|||||
|
|
|
|
9 |
TRADE RECEIVABLES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Outside parties |
||||||||
|
|
|
|
Trade receivables – days past due | ||||||||||||||||||||||||
Current | 1 – 30 days |
31 – 60 days |
61 – 90 days |
> 90 days |
Total | |||||||||||||||||||
S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||||||||
December 31, 2022 |
||||||||||||||||||||||||
Estimated total gross carrying amount at default: |
||||||||||||||||||||||||
Outside parties |
||||||||||||||||||||||||
Expected credit loss |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trade receivables – days past due | ||||||||||||||||||||||||
Current | 1 – 30 days |
31 – 60 days |
61 – 90 days |
> 90 days |
Total | |||||||||||||||||||
S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||||||||
December 31, 2021 |
||||||||||||||||||||||||
Estimated total gross carrying amount at default: |
||||||||||||||||||||||||
Outside parties |
||||||||||||||||||||||||
Expected credit loss |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
10 |
CONTRACT ASSETS |
December 31, 2022 |
December 31, 2021 |
January 1, 2021 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Unbilled receivables |
||||||||||||
11 |
OTHER RECEIVABLES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Prepayments |
||||||||
Deposits |
||||||||
Others |
||||||||
Analysed as: |
||||||||
Current |
||||||||
Non-current |
||||||||
12 |
FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Financial assets measured at fair value through profit or loss |
||||||||
13 |
PLANT AND EQUIPMENT |
Leasehold improvements |
Furniture and fittings |
Office equipment and software |
Equipment-in- progress |
Total | ||||||||||||||||
S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | ||||||||||||||||
Cost: |
||||||||||||||||||||
At January 1, 2021 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Reclassification |
( |
) | ||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Written off |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Acquired on acquisition of a subsidiary |
||||||||||||||||||||
Reclassification |
( |
) | ||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Written off |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2022 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accumulated depreciation: |
||||||||||||||||||||
At January 1, 2021 |
||||||||||||||||||||
Depreciation for the year |
||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Written off |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
||||||||||||||||||||
Depreciation for the year |
||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Written off |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2022 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amount: |
||||||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2022 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
14 |
RIGHT-OF-USE |
Office space | ||||
S$’000 | ||||
Cost: |
||||
At January 1, 2021 |
||||
Additions |
||||
Expired and early termination |
( |
) | ||
Lease modification |
||||
Currency alignment |
( |
) | ||
|
|
|||
At December 31, 2021 |
||||
Additions |
||||
Acquired on acquisition of a subsidiary |
||||
Expired |
( |
) | ||
Lease modification |
||||
Currency alignment |
( |
) | ||
|
|
|||
At December 31, 2022 |
||||
|
|
|||
Accumulated depreciation: |
||||
At January 1, 2021 |
||||
Depreciation for the year |
||||
Expired and early termination |
( |
) | ||
Currency alignment |
( |
) | ||
|
|
|||
At December 31, 2021 |
||||
Depreciation for the year |
||||
Expired |
( |
) | ||
Currency alignment |
( |
) | ||
|
|
|||
At December 31, 2022 |
||||
|
|
|||
Carrying amount: |
||||
At December 31, 2021 |
||||
|
|
|||
At December 31, 2022 |
||||
|
|
2022 | 2021 | 2020 | ||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||
Depreciation expense on right-of-use |
||||||||||||
Interest expense on lease liabilities (Note 2 5 ) |
||||||||||||
Expenses relating to lease of low value assets |
||||||||||||
|
|
|
|
|
|
15 |
GOODWILL AND INTANGIBLE ASSETS |
Goodwill |
Customer relationship s |
Total |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Cost: |
||||||||||||
At 1 January 2022 |
||||||||||||
Recognition on acquisition of subsidiary |
||||||||||||
At 31 December 2022 |
||||||||||||
Carrying amount: |
||||||||||||
At 1 January 2022 |
||||||||||||
At 31 December 2022 |
||||||||||||
- |
Forecast sales growth rates |
- |
Operating profits |
16 |
OTHER PAYABLES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Outside parties |
||||||||
Deferred grant income |
||||||||
Others |
||||||||
17 |
BANK LOANS |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Secured - at amortized cost: |
||||||||
Bank loans |
||||||||
Analysed between: |
||||||||
Current portion |
||||||||
Within 1 year |
||||||||
Non-current portion |
||||||||
Within 2 to 5 years |
||||||||
Interest payable (included in bank loans) |
||||||||
(i) | Facility I: |
(ii) |
Facility II: |
(a) | Guarantee from TDCXH; |
(b) | Charge over a subsidiary’s pledged bank deposits; and |
(c) | Corporate guarantee from the Company. |
(a) | TDCX SG’s tangible net worth of not less than S$ |
(b) | A ratio of TDCX SG’s total indebtedness to tangible net worth of not more than |
(c) | A ratio of the Group’s consolidated total net debt to EBITDA of not more than |
(d) | The Group’s consolidated debt service coverage ratio of not less than |
(e) | TDCXH’s consolidated tangible net worth of not less than S$ |
(f) | TDCXH’s consolidated debt service coverage ratio of not less than |
(iii) |
Facility III: |
(iv) | Facility IV: |
Bank loans | Lease liabilities (Note 1 8 ) |
|||||||
S$’000 | S$’000 | |||||||
At January 1, 2021 |
||||||||
Financing cash flow |
( |
) | ( |
) | ||||
Bank loan transaction cost |
||||||||
Non-cash changes: |
||||||||
- Accrued interest |
||||||||
- Additions to lease liabilities |
||||||||
- Lease modification |
||||||||
- Currency alignment |
( |
) | ||||||
At December 31, 2021 |
||||||||
Financing cash flow |
( |
) | ( |
) | ||||
Bank loan transaction cost |
||||||||
Non-cash changes: |
||||||||
- Accrued interest |
||||||||
- Additions to lease liabilities |
||||||||
- Lease modification |
||||||||
- Acquired on acquisition of a subsidiary |
||||||||
- Currency alignment |
( |
) | ||||||
At December 31, 2022 |
||||||||
1 8 |
LEASE LIABILITIES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Minimum lease payments |
||||||||
Amounts due for settlement within 12 months (shown under current liabilities) |
||||||||
Amounts due for settlement after 12 months and not later than 5 years |
||||||||
1 9 |
PROVISION FOR REINSTATEMENT COST |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 |
S$’000 |
|||||||
At beginning of year |
||||||||
Additions |
||||||||
Acquired on acquisition of a subsidiary |
||||||||
Accretion, recognized in finance cost |
||||||||
Payment for reinstatement |
( |
) | ||||||
Currency alignment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
At end of year |
||||||||
|
|
|
|
|||||
Analyzed as: |
||||||||
Current |
||||||||
Non-current |
||||||||
|
|
|
|
|||||
|
|
|
|
20 |
DEFINED BENEFIT OBLIGATION |
2 1 |
DEFERRED TAX ASSETS/LIABILITIES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Deferred tax assets |
||||||||
Deferred tax liabilities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
|
|
|
|
Deferred tax asset (net) |
Provisions |
T axdepreciation |
Undistributed earnings |
Others |
Total |
|||||||||||||||
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
||||||||||||||||
At January 1, 2021 |
||||||||||||||||||||
Credit (charge) to profit or loss (Note 27) |
( |
) | ( |
) | ( |
) | ||||||||||||||
Over U( nder ) |
( |
) | ||||||||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
( |
) | ( |
) | ||||||||||||||||
(Charge) credit to profit or loss (Note 27) |
( |
) | ||||||||||||||||||
Over (Under) provision in prior years (Note 27) |
( |
) | ||||||||||||||||||
Acquired on acquisition of a subsidiary (Note 34) |
( |
) | ( |
) | ||||||||||||||||
Currency alignment |
( |
) |
( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2022 |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
22 |
SHARE CAPITAL |
Class A |
Class B |
Undesignated |
Total |
|||||||||||||
Number of shares issued and fully paid: |
||||||||||||||||
At January 1, 2021 |
||||||||||||||||
Re-designation |
( |
) |
||||||||||||||
Issuance of shares |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At December 31, 2021 |
||||||||||||||||
Issuance of shares |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At December 31, 2022 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Number of shares authorized: |
||||||||||||||||
At December 31, 2021 |
||||||||||||||||
At December 31, 2022 |
||||||||||||||||
|
|
|
|
|
|
|
|
Class A |
Class B |
Undesignated |
Total |
|||||||||||||
S$’000 |
S$’000 |
S$’000 |
S$’000 |
|||||||||||||
Amount of outstanding shares issued: |
||||||||||||||||
At December 31, 2021 |
||||||||||||||||
At December 31, 2022 |
||||||||||||||||
|
|
|
|
|
|
|
|
(i) | A share split pursuant to which the sub-divided into |
(ii) | An issuance of additional |
(i) |
(ii) |
(iii) |
23 |
SHARE-BASED PAYMENTS |
(i) |
Adjusted EBITDA |
(ii) |
Group employee satisfaction score |
(iii) |
Group customer satisfaction score |
(iv) |
Total shareholder return |
2022 |
2021 |
|||||||
Number of share awards |
||||||||
Outstanding at the beginning of the year |
||||||||
Granted during the year |
||||||||
Vested during the year |
( |
) | ||||||
Forfeited during the year |
( |
) | ||||||
Outstanding at the end of the year |
||||||||
2022 | 2021 | |||||||
Expected volatility |
||||||||
Expected term |
||||||||
Risk free rate |
||||||||
Expected dividend yield |
Nil | Nil | ||||||
24 |
REVENUE |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Over time |
||||||||||||
Omnichannel CX solutions |
||||||||||||
Sales and digital marketing |
||||||||||||
Content, trust and safety |
||||||||||||
Other business process services |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
At a point in time |
||||||||||||
Other services |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
2 5 |
PROFIT FOR THE YEAR |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Gain on disposal of a subsidiary |
||||||||||||
Share of profit from an associate |
||||||||||||
Included in employee benefits expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Wages, salaries, bonuses and other benefits |
||||||||||||
Defined contribution plan |
||||||||||||
Equity-settled share-based payment expense |
||||||||||||
Cash-settled share-based payment expense |
||||||||||||
Included in interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on bank loans |
||||||||||||
Interest expense on lease liabilities |
||||||||||||
Accretion on provision for reinstatement cost |
||||||||||||
Others |
||||||||||||
Included in other operating expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
||||||||||||
Utilities expense |
||||||||||||
Foreign exchange (gain) loss — net |
( |
) | ( |
) | ||||||||
Forfeiture of office lease deposit |
2 6 |
OTHER OPERATING INCOME |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Government grant and credit scheme subsidies |
|
|||||||||||
Rent concessions |
||||||||||||
Interest income from an associate |
||||||||||||
Gain on early termination of right-of-use assets |
||||||||||||
Others |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
27 |
INCOME TAX EXPENSES |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Income tax: |
||||||||||||
Current year |
||||||||||||
Under (Over) provision of prior years |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Deferred tax: |
||||||||||||
Current year (Note 21) |
( |
) | ( |
) | ||||||||
(Over) Under |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
( |
) | ( |
) | |||||||||
Foreign withholding tax |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Profit before income tax |
||||||||||||
|
|
|
|
|
|
|||||||
Tax at the Singapore income tax rate |
||||||||||||
Tax effect of expenses that are not deductible in determining taxable profit |
||||||||||||
Overprovision in prior years |
( |
) | ( |
) | ( |
) | ||||||
Tax exempt income (Note A) |
( |
) | ( |
) | ( |
) | ||||||
Effect of different tax rates of subsidiaries operating in other jurisdictions |
( |
) | ( |
) | ||||||||
Deferred tax asset not recognized |
||||||||||||
Utilization of tax losses previously not recognized as deferred tax asset |
( |
) | ||||||||||
(Utilization) Recognition of deferred tax on foreseeable dividends |
( |
) | ||||||||||
Foreign withholding tax |
||||||||||||
Others (Note B) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Tax expense for the year |
||||||||||||
|
|
|
|
|
|
Note A: |
Tax exempt income represent income of subsidiaries located in Singapore, Malaysia and Philippines that benefit from tax holiday. Refer to below for additional information on those subsidiaries tax holidays. |
Note B: |
In 2022, this mainly consists of the effect of a one-off “prosperity tax” enacted by the local government for the Malaysia operations and additional tax incurred by the Philippines operations due to its non-compliance of the work-from-home requirement for the period from April to October 2022. |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Tax losses carried forward |
||||||||||||
Deferred tax asset on above unrecorded |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Increase in income tax expenses |
||||||||||||
2022 | 2021 | 2020 | ||||||||||
S$ | S$ | S$ | ||||||||||
Basic and diluted earnings per share |
||||||||||||
2 8 |
BASIC AND DILUTED EARNINGS PER SHARE |
2022 | 2021 | 2020 | ||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||
Earnings |
||||||||||||
Earnings for the purposes of basic and diluted earnings per share (profit for the year attributable to owners of the Group) |
||||||||||||
2022 | 2021 | 2020 | ||||||||||
Number of shares |
||||||||||||
Weighted average number of ordinary shares for the purposes of basic earnings per share |
||||||||||||
Effect of dilutive potential ordinary shares: |
||||||||||||
Effect of vesting of employee share awards |
||||||||||||
Weighted average number of ordinary shares for the purposes of diluted earnings per share |
||||||||||||
2022 | 2021 | 2020 | ||||||||||
S$ | S$ | S$ | ||||||||||
Basic earnings per share |
||||||||||||
Diluted earnings per share |
||||||||||||
2 9 |
DIVIDENDS |
30 |
RESERVES |
(a) |
Translation reserves |
(b) |
Legal reserves |
• |
a subsidiary in Thailand whereby, according to the Civil and Commercial Code of Thailand, an entity must appropriate at least one-twentieth of the profit arising from the business of the entity to a legal reserve at each distribution of dividend, until the legal reserve reaches one-tenth of the capital of the entity. Such legal reserve is not available for distribution as dividend until the entity is finally wound up. |
• |
subsidiaries in People’s Republic of China (“PRC”) whereby, accordingly to the laws applicable to the PRC Domestic Enterprises and PRC Foreign Investment Enterprises, the PRC subsidiaries must make annual appropriations of not less than after-tax profit from after-tax profit to non-distributable statutory reserve. These reserve funds can only be used for specific purposes and are not distributable as cash dividends. |
(c) |
Share-based payment reserves |
(d) |
Other reserves |
31 |
RESTRICTED NET ASSETS |
(1) |
PRC legal restrictions permit payments of dividends by TDCX’s PRC subsidiaries only out of their retained earnings, if any, determined in accordance with PRC regulations. |
(2) |
Other legal restrictions for the subsidiaries in PRC and Thailand for the distribution of dividend. Refer to Note 30 (b) for further details. |
(3) |
Refer to Note 17 for the bank loan covenants for the restrictions. |
32 |
SEGMENTAL REPORTING |
2022 | 2022 | 2021 | 2020 | |||||||||||||
US$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||
Revenue |
||||||||||||||||
Omnichannel CX solutions |
||||||||||||||||
Sales and digital marketing |
||||||||||||||||
Content, trust and safety |
||||||||||||||||
Other business process services and other services |
||||||||||||||||
Revenue |
Non-current assets |
|||||||||||||||||||||||
2022 |
2022 |
2021 |
2020 |
December 31, 2022 |
December 31, 2021 |
|||||||||||||||||||
US$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
|||||||||||||||||||
Singapore |
||||||||||||||||||||||||
The Philippines |
||||||||||||||||||||||||
Malaysia |
||||||||||||||||||||||||
Thailand |
||||||||||||||||||||||||
Japan |
||||||||||||||||||||||||
China |
||||||||||||||||||||||||
Others* |
||||||||||||||||||||||||
* |
Comprises revenue from Australia, Colombia, Hong Kong, India, Romania, Spain, South Korea, Taiwan, Türkiye and Viet na m. |
2022 | 2021 | 2020 | ||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||
Customer |
||||||||||||
A |
||||||||||||
B |
||||||||||||
C |
||||||||||||
D |
* | * | ||||||||||
* |
Represents less than |
33 |
COMMITMENTS |
2022 | 2021 | 2020 | ||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||
Payable within one year |
||||||||||||
Payable in the second to fifth year inclusive |
||||||||||||
34 |
ACQUISITION OF SUBSIDIARY |
On acquisition |
||||
S$’000 |
||||
Current assets |
||||
Cash and cash equivalent s |
||||
Trade receivable s |
||||
Contract assets |
||||
Other receivables |
||||
Non-current assets |
||||
Plant and equipment |
||||
Right-of-use assets |
||||
Other receivables |
||||
Customer relationships |
||||
Current liabilities |
||||
Trade and other payable s |
( |
) | ||
Provision for reinstatement cost |
( |
) | ||
Lease liabilities |
( |
) | ||
Income tax payable |
( |
) | ||
Non-current liability |
||||
Deferred tax liability |
( |
) | ||
Fair value of identifiable assets acquired net of liabilities assumed |
||||
Total consideration transferred |
||||
Fair value of pre-existing interest in the acquiree |
||||
Less: Fair value of identifiable assets acquired net of liabilities assumed |
( |
) | ||
Goodwill arising on acquisition |
||||
Consideration paid in cash |
||||
Less: Cash and cash equivalent balances acquired |
( |
) | ||
Net cash outflow arising on acquisition |
||||
Assets acquired |
Valuation technique | |
Customer relationships |
Multi-period excess earnings method: The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets. |
35 |
RECLASSIFICATIONS |
Revenue |
2021 |
2020 |
||||||
S$’000 |
S$’000 |
|||||||
Before the change: |
||||||||
Omnichannel CX solutions |
||||||||
Sales and digital marketing |
||||||||
Content monitoring and moderation |
||||||||
Other business process services and other services |
||||||||
After the change: |
||||||||
Omnichannel CX solutions |
||||||||
Sales and digital marketing |
||||||||
Content, trust and safety |
||||||||
Other business process services and other services |
||||||||
36 |
EVENTS AFTER THE REPORTING PERIOD |