20-F 1 d806868d20f.htm FORM 20-F Form 20-F
Table of Contents
falseFY0001803112American depositary shares, each representing one Class A ordinary share, par value of US$0.0001 per shareClass A ordinary shares, par value of US$0.0001 per shareDuring the year, the additions to plant and equipment totaling S$12.4 million (2022: S$25.2 million, 2021: S$23.3 million) comprises paid purchases totaling S$11.8 million (2022: S$24.4 million, 2021: S$20.6 million) and a provision of S$0.6 million (2022: S$0.8 million, 2021: S$2.7 million) for estimated future reinstatement cost relating to office improvements (Note 18).Amount is less than S$1,000During the year ended December 31, 2023, the equity-settled share-based payment expenses in relation to key management remuneration which had been recognized in previous years amounting to S$10.6 million were reversed (Note 22).Comprises revenue from Australia, Brazil, Colombia, Hong Kong, India, Indonesia, Romania, Spain, South Korea, Taiwan, Türkiye and Vietnam.Tax exempt income represents income of subsidiary located in Philippines that benefit from tax holiday. Refer to below for additional information on the subsidiary tax holidays.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.These pertain to foreign exchange options and forward contracts. 0001803112 2023-01-01 2023-12-31 0001803112 2022-12-31 0001803112 2023-12-31 0001803112 2022-01-01 2022-12-31 0001803112 2021-01-01 2021-12-31 0001803112 2021-12-31 0001803112 2022-01-01 0001803112 2020-12-31 0001803112 ifrs-full:NotLaterThanOneYearMember 2022-12-31 0001803112 ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMember 2022-12-31 0001803112 ifrs-full:BottomOfRangeMember 2022-12-31 0001803112 ifrs-full:TopOfRangeMember 2022-12-31 0001803112 tdcx:CommonClassAMember tdcx:WarrantMember 2022-12-31 0001803112 country:CN 2022-12-31 0001803112 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
20-F
 
 
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
    
For the transition period from
    
to
    
Commission file
number 333-259361
 
 
TDCX Inc.
(Exact name of Registrant as specified in its charter)
 
 
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
750D Chai Chee Road
#06-01/06
ESR BizPark @ Chai Chee
Singapore 469004
(Address of principal executive offices)
 
Laurent Bernard Marie Junique
+65 6309 1688
750D Chai Chee Road
#06-01/06
ESR BizPark @ Chai Chee
Singapore 469004
(Name, Telephone,
E-mail
and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
American depositary shares, each representing
one Class A ordinary share, par value of
US$0.0001 per share
  
TDCX
  
The New York Stock Exchange
Class A ordinary shares, par value of
US$0.0001 per share*
     
The New York Stock Exchange*
 
*
Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares, each representing one Class
 A ordinary share.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
 
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.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
 
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2023, there were (i) 23,110,219 Class 
A ordinary shares outstanding, par value of US$0.0001 per share and (ii)
 
123,500,000
Class 
B ordinary shares outstanding, par value of US$0.0001 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer      Accelerated Filer  
Non-accelerated
filer
     Emerging growth company  
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. 
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP ☐  
  International Financial Reporting Standards as issued
        Other ☐
    by the International Accounting Standards Board        
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). ☐ Yes  No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
 
 
 


Table of Contents

TABLE OF CONTENTS

 

INTRODUCTION

     1  

Conventions Used in this Annual Report

     1  

Basis of Presentation

     2  

FORWARD-LOOKING INFORMATION

     3  

Special Note Regarding Forward-Looking Statements

     3  

PART I

       4  

Item 1. IDENTITY OF DIRECTORS, EXECUTIVE OFFICERS AND ADVISERS

     4  

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

     4  

Item 3. KEY INFORMATION

     4  

Item 4. INFORMATION ON THE COMPANY

     42  

Item 4A. UNRESOLVED STAFF COMMENTS

     74  

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

     74  

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

     94  

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

     105  

Item 8. FINANCIAL INFORMATION

     107  

Item 9. THE OFFER AND LISTING

     109  

Item 10. ADDITIONAL INFORMATION

     110  

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     125  

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

     126  

PART II

       129  

Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

     129  

Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

     129  

Item 15. CONTROLS AND PROCEDURES

     129  

Item 16. [Reserved]

     130  

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

     130  

Item 16B. CODE OF ETHICS

     130  

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     130  

Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

     131  

Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

     131  

Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

     132  

Item 16G. CORPORATE GOVERNANCE

     132  

Item 16H. MINE SAFETY DISCLOSURE

     132  

Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

     132  

Item 16J. INSIDER TRADING POLICIES

     132  

Item 16K. CYBERSECURITY

     133  

PART III

       135  

Item 17. FINANCIAL STATEMENTS

     135  

Item 18. FINANCIAL STATEMENTS

     135  

Item 19. EXHIBITS

     135  

 

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INTRODUCTION

Conventions Used in this Annual Report

Unless the context provides otherwise, for the purposes of this annual report:

 

   

“ADR” means American Depositary Receipt;

 

   

“ADS” means American Depositary Share;

 

   

“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 share of par value US$0.0001;

 

   

“Class B ordinary share” means our Class B ordinary share of par value US$0.0001;

 

   

“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.

 

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Certain metrics presented in this annual report are calculated using internal company data. While we believe these metrics to be reasonable estimates for the applicable period of measurement there are inherent challenges in measuring metrics. In addition, we are continually seeking to improve the estimation and evaluation criteria that we use, and such estimates may change due to improvements or changes in our methodology. References to the average number of employees are to the average headcount at the end of each month over the course of the given period.

We regularly review our processes for calculating these metrics, and from time to time we may discover inaccuracies in our metrics or make adjustments to improve their accuracy, including adjustments that may result in the recalculation of our historical metrics. In addition, our estimates may not be comparable to estimates of similar metrics published by third parties, such as research analysts, due to differences in methodology.

Basis of Presentation

TDCX Inc. was incorporated in the Cayman Islands on April 16, 2020 and was wholly owned by the Principal Shareholder. The entire interest of the Principal Shareholder is held by a trust that was established for the benefit of our Founder and his family. TDCX Inc. was incorporated to acquire our Founder’s shareholder’s interest in TDCX KY. On December 22, 2020, TDCX KY acquired our Founder’s 100% interest in TDCX HPL. Prior to September 2018, TDCX SG was 60% owned by our Founder and 40% owned by a third party. In September 2018, the remaining 40% of TDCX SG was acquired by TDCX HPL by paying cash in an amount of S$38 million. In January 2019, our Founder reduced his 60% equity interest in TDCX SG through cancellation of his shares in TDCX SG, and TDCX SG became a wholly owned subsidiary of TDCX HPL. On March 23, 2021, TDCX acquired 100% of TDCX KY from our Founder. As TDCX Inc., TDCX KY, TDCX HPL and TDCX SG were under common control of the Founder during all the periods presented, the acquisitions of TDCX SG and TDCX HPL by TDCX KY as well as the acquisition of TDCX KY by TDCX were accounted for in a manner similar to a pooling of interest with assets and liabilities all reflected at their historical amounts in our consolidated financial statements as if the reorganization had always been in place. As such, the consolidated financial statements were prepared as if TDCX had control over TDCX KY, TDCX HPL and TDCX SG for all periods presented. For more information, see Note 1 to our audited consolidated financial statements included elsewhere in this annual report.

When we refer to “U.S. dollars” and “US$” in this annual report, we are referring to United States dollars, the legal currency of the United States. When we refer to “S$,” we are referring to Singapore dollars, the legal currency of Singapore. When we refer to “IFRS,” we are referring to International Financial Reporting standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

Unless otherwise noted, all translations from Singapore dollars to U.S. dollars and from U.S. dollars to Singapore dollars in this annual report were made at a rate of S$1.3186 to US$1.00, being the rate in effect as of December 31, 2023. We make no representation that any Singapore dollar or U.S. dollar amount could have been, or could be, converted into U.S. dollars or Singapore dollar, as the case may be, at any particular rate, the rates stated below, or at all. On April 23, 2024, the rate was S$1.3613 to US$1.00.

Certain amounts, percentages and other figures included in this annual report have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

 

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FORWARD-LOOKING INFORMATION

Special Note Regarding Forward-Looking Statements

This annual report contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Item 3. Key Information—D. Risk Factors,” “Item 5. Operating and Financial Review and Prospects,” and “Item 4. Information on the Company—B. Business overview.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information—D. Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate,” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information—D. Risk Factors,” and as follows:

 

   

The inability to consummate the Merger (as defined in Item 4. Information on the Company—A. History and development of the Company) in the second quarter of 2024 or at all, or the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement (as defined in Item 4. Information on the Company—A. History and development of the Company);

 

   

The possible adverse effect on our business, including the diversion of our management’s attention from our ongoing business operations, and the trading price of the ADSs if the Merger is not completed in a timely manner or at all;

 

   

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;

 

   

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;

 

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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, pandemics, wars, 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.

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report and the documents that we reference in this annual report and have filed as exhibits to this annual report, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

PART I

 

Item 1.

IDENTITY OF DIRECTORS, EXECUTIVE OFFICERS AND ADVISERS

Not applicable.

 

Item 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

Item 3.

KEY INFORMATION

 

A.

[Reserved]

 

B.

Capitalization and indebtedness.

Not applicable.

 

C.

Reasons for the offer and use of proceeds.

Not applicable.

 

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D.

Risk factors.

Below is a summary of the principal risks we face:

 

   

Possible adverse effects on our business and the trading price of the ADSs while the Merger Agreement is in effect and if the Merger is not completed in a timely manner or at all.

 

   

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.

 

   

The development of new technologies such as generative AI may cause disruption to the industry in which we operate, and could adversely affect our business, financial condition and results of operations.

 

   

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, sales and digital marketing services, 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, volatility in the volume of business from clients, and other factors.

 

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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.

 

   

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.

Risks Related to the Merger

On March 1, 2024, we entered into the Merger Agreement pursuant to which, among other things, Merger Sub (as defined in Item 4. Information on the Company—A. History and development of the Company) will merge with and into TDCX Inc., with TDCX Inc. surviving the Merger as the surviving company and becoming a direct wholly-owned subsidiary of our Principal Shareholder as a result of the completion of the Merger. The Merger is currently expected to close in the second quarter of 2024. If completed, the Merger will result in TDCX Inc. becoming a privately-owned company, which will be directly wholly-owned by our Principal Shareholder, its ADSs will no longer be listed on the NYSE, and the ADS program will be terminated. In connection with the proposed Merger, we are subject to certain risks including, but not limited to, those set forth below. For additional information related to the Merger Agreement and the Merger, please refer to the Schedule 13E-3 filed with the SEC on March 8, 2024, as amended.

While the Merger Agreement is in effect, we may be limited in our ability to pursue other business opportunities and we will continue to incur substantial transaction-related costs in connection with the Merger, which may adversely impact our business.

The process of consummating the pending Merger could cause disruptions in our business and divert our management’s attention and other resources from day-to-day operations, which could have an adverse effect on our business, results of operations, and financial condition. The Merger Agreement, by its terms, imposes restrictions on our conduct of business prior to the completion of the Merger, which may delay or prevent us from undertaking certain business opportunities that may arise pending the completion of the Merger. In addition, we may be subject to claims and legal actions arising in connection with the Merger, and such claims and legal actions may be expensive to defend, may divert our management’s attention, and may have an adverse impact on our reputation.

It is possible that some clients, suppliers and other persons with whom we have business relationships may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with us in connection with the pending Merger, which could negatively affect our revenues and earnings, as well as the trading price of our ADSs, regardless of whether the Merger is completed.

We operate in an industry that currently experiences a high level of competition among different companies for qualified and experienced personnel. News of the Merger or any uncertainty relating to the consummation of the Merger may increase the risk that we could experience higher than normal rates of attrition or that we could experience increased difficulty in attracting qualified personnel or incur higher expenses to do so. High levels of attrition among the management and employee personnel necessary to operate our business or difficulties or increased expense incurred to replace any personnel who leave, could materially adversely affect our business or results of operations.

We have also incurred significant legal, advisory and financial services fees in connection with the process of negotiating and evaluating the terms of the Merger. We expect to continue to incur additional costs in connection with the satisfaction of the various conditions to closing. Furthermore, pursuant to the Merger Agreement, we have agreed to keep available cash of at least US$100,000,000 in our bank account, net of issued but uncleared checks and drafts and free of liens, for use by Parent and Merger Sub as a source of funds to pay the aggregate merger consideration. Such costs may be material and could have a material adverse effect on our future results of operations, cash flows and financial condition. In addition to the economic costs associated with the Merger, our management continues to devote substantial time and other resources to the proposed transaction and related matters, which could limit our ability to pursue other business opportunities, including potential expansion capital projects, acquisitions, joint venture activities and other transactions. If we are unable to pursue such other business opportunities, our growth prospects and the long-term strategic position of our business could be adversely affected.

 

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Completion of the Merger is subject to various conditions which, if not satisfied, may cause the Merger not to be completed in a timely manner or at all and subject us to other risks.

It is possible that the Merger will not occur as planned if events arise that result in the termination of the Merger Agreement, or if one or more of the various closing conditions to the Merger are not satisfied or waived.

If the Merger is not completed, or if there are significant delays in completing the Merger, or an amendment to or termination of the Merger Agreement, we would be subject to several risks, including the following risks:

 

   

a decline in the trading price of our ADSs due to the fact that the current price reflects a market assumption that the Merger will be completed;

 

   

we may owe, among other things, a termination fee of US$2.88 million under the terms and conditions of the Merger Agreement;

 

   

we will have incurred certain significant costs relating to the Merger and neither we nor our shareholders will benefit from the expenses we have incurred in connection with the Merger;

 

   

the attention of our management will have been diverted to the Merger rather than our own operations and pursuit of other opportunities that could have been beneficial to us; and

 

   

it may result in negative publicity and/or a negative impression of us in the investment community and may affect our relationship with employees, investors, clients and other partners in the business community.

If the Merger is completed, our ADSs will no longer be publicly traded, and ADS holders will cease to have any ownership interest in the Company and therefore will not be able to realize the potential benefits to the Company of completing the Merger.

The proposed Merger is a going-private transaction. If completed, the Merger will result in TDCX Inc. becoming a privately-owned company which is directly wholly-owned by our Principal Shareholder, its ADSs will no longer be listed on the NYSE, and the ADS program will be terminated. Moreover, because the merger consideration is all cash, following the completion of the Merger, ADS holders will not realize any potential benefits to the Company of the Merger, such as reduced expenses, operational efficiencies, benefits associated with future strategic transactions, improvement in our financial condition, and the elimination of the compliance, insurance, regulatory, and other costs associated with being a public reporting company.

Risks Related to Our Business and Industry

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.

We are dependent upon the business relationships we have developed with our largest clients, including our ability to retain our clients. In the past we have derived, and as of the date of this annual report, we believe that we will continue to derive, a significant portion of our revenue from our two largest clients, Meta and Airbnb. On a combined basis, these two clients accounted for a total of 61.6%, 55.2% and 47.7% of our revenue for the years ended December 31, 2021, 2022 and 2023, respectively. Our top five clients for each of 2021, 2022 and 2023, on a consolidated basis, accounted for a total of 84.4%, 81.2% and 72.6% of our total revenues in the years ended December 31, 2021, 2022 and 2023, respectively.

In addition, there can be no assurance that the volume of work to be performed by us for our largest clients will not vary significantly from year to year in the aggregate, particularly since we are not the exclusive service provider of our clients generally. A number of factors other than the price and quality of the services we provide, such as a change in the financial profile of a client, change of leadership or strategy within a client’s senior management, or a corporate reorganization, merger or other acquisition involving a client, could result in the loss or reduction of business from any of our clients, including our largest clients, and we cannot predict the timing or occurrence of any such event. The loss of revenue from our largest clients may have an adverse effect on our business, financial condition and results of operations.

 

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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.

We are an award-winning digital customer experience solutions provider for technology disruptors and other blue-chip companies and provide omnichannel CX solutions, sales and digital marketing services, content, trust and safety services and other services. The execution of our business strategy is critical in order for our overall business to achieve economies of scale and increase our profitability.

Our business strategy involves hiring, training and retaining skilled personnel, developing or acquiring technology solutions that we incorporate in our services and maintaining and growing a globally oriented expertise in the industries that comprise the new economy. Our business strategy may strain our existing management resources, operational, financial and management information systems and IT solutions to the point that they may no longer be adequate to support our operations, requiring us to incur significant expenditures in these areas. We expect that we will need to develop further financial, operational and management controls, reporting systems and procedures to accommodate future growth. We cannot assure you that we will be able to develop these controls, systems or procedures on a timely basis, or at all.

Our success in implementing our business strategy and global, growth-oriented business model may be adversely affected by other factors within and outside of our control, including, but not limited to, the following factors:

 

   

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 other 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.

 

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Our failure to successfully execute our business strategy and global, growth-oriented business model could also adversely affect our future operating performance and cash flow, which in turn could restrict our ability to source high quality human capital and talent, innovate new tools and service offerings, make our operations more efficient and grow our business. We cannot assure you that we will be able to successfully execute our growth strategy or implement our planned business strategy and failure to do so could have an adverse effect on our business, financial condition and results of operations.

Our success depends on the continued service of our Founder and certain of our key employees and management.

Our operational business model is focused on the empowerment of our country directors and our success (including maintaining our corporate culture) depends on the continued service and performance of our country directors as well as our executive officers and other key personnel. There is competition for experienced senior management and personnel with expertise in our industry, and we may not be able to retain our key personnel or recruit skilled personnel with appropriate qualifications and experience.

Furthermore, our Founder also serves as our Executive Chairman and Chief Executive Officer and his involvement in our Company is essential to the success of our Company. Our Founder plays a central role in the development and implementation of our business strategies and initiatives. At the time of this annual report, we have not procured any “key person” insurance policy which covers our Founder.

Any decrease in the involvement of our Founder in our business or loss of key members of our personnel, particularly to competitors, could have an adverse effect on our business, financial condition and results of operations.

The development of new technologies such as generative AI may cause disruption to the industry in which we operate, and could adversely affect our business, financial condition and results of operations.

Emerging technologies such as generative AI may significantly disrupt our industry and business, and reduce business volumes and revenues unless we adapt and deploy these technologies profitably and add new services that profit from these technologies.

Certain of our clients have reported experimenting with these technologies, and as these technologies develop, demand for certain of our services, such as simple, repeatable tasks and less complex work, could decrease, thereby reducing our clients’ spend, which could have a negative impact on our business, financial condition and results of operations.

We currently utilize emerging technologies in our service offerings, and as these technologies evolve, some tasks currently performed by our agents may be replaced by automation, chatbots, AI and generative AI tools. Such emerging technologies may render our service offerings uncompetitive, or even obsolete, and may negatively impact our value and solution proposition to clients. Our failure to innovate, maintain technological competitive advantage, or respond effectively and timely to advancements in new technologies could have an adverse effect on our business, financial condition, and results of operations.

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.

Our industry is very competitive. We primarily compete on the basis of the quality of the services we provide and expertise in tailored services for our clients. We believe that the other principal competitive factors in the markets in which we operate are price, value proposition to clients, breadth of geographical reach and industry expertise. We primarily face competition from other customer experience business services providers as well as firms specializing in CRM consulting, customer engagement solution providers and in-house customer engagement operations. We typically are not an exclusive service provider of our clients as they usually prefer to engage more than one provider in each customer region to reduce their provider concentration risk. See “Item 4. Information on the Company—B. Business overview—Competition.”

Some of our competitors have and, in the future may continue to have, greater financial, human and other resources, longer operating histories in particular regions, greater geographical reach, greater technological expertise and more established relationships with particular clients and prospective clients. In addition, some of our competitors may enter into strategic or commercial relationships among themselves or with larger, more established companies in order to increase their ability to address customer and client needs and reduce operating costs, or enter into similar arrangements with potential clients. Further, trends of consolidation in our industry and among business services competitors may result in new competitors with greater scale, a broader footprint, better technologies and price efficiencies that are attractive to our clients.

 

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We may also face competition from our clients if they decide to bring the services we provide in-house or consolidate the number of vendors they use for the services we provide. Increased competition, our inability to compete successfully, pricing pressures or loss of market share could result in reduced operating profit margins which could have a material adverse effect on our business, financial condition and results of operations.

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 growth strategy relies on our global expansion in order to provide geographic breadth for our current and future clients. This may involve expanding into countries and regions other than those in which we currently operate, depending on the demand for our services as well as opportunities for growth, and where we have less familiarity with local regulations, environment and procedures. It involves expanding our operations in recently entered markets such as Australia, Taiwan, Türkiye, Vietnam, Brazil and Indonesia, or entering into new countries and regions where we do not currently operate, which have different cost structures, labor conditions, regulations and socioeconomic dynamics that may affect our results of operations.

Overseas expansion involves numerous risks, including, but not limited to, legal and regulatory risks and financial costs. As we expand our business into new countries and regions, we may encounter economic, regulatory, personnel, technological and other difficulties that increase our expenses or delay our ability to start up our operations or become profitable in such countries. The successful implementation of our growth strategies depends on a variety of factors including our ability to hire and retain key management personnel, negotiate attractive terms for such acquisitions or expansions that may command high valuations, and obtain sufficient financing for our capital expenditures. There is no assurance that we will be able to obtain the required financing or that we will continue to have sufficient cash flow to fund our expansion.

In addition, geographic expansion will require substantial management dedication and efforts which may require significant additional expenditures. We cannot assure you that our operations in new geographic markets will be profitable. The abovementioned challenges associated with our growth plans may place increased demands on our management and on our operational systems and other resources, and could also increase our exposure to unanticipated risks and liabilities. Any difficulty in the implementation of our global growth strategy may adversely affect our business, financial condition and results of operations.

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.

Our profit margin, and therefore our profitability, is largely a function of our level of activity and the rates we are able to charge for our services. If we are unable to maintain the pricing for our services without corresponding cost reductions, our profitability will suffer. The pricing and levels of activity we are able to achieve are affected by a number of factors, including our clients’ perceptions of our ability to add value through our services, the length of time it takes to on-board new employees on any new or current campaigns, the volume of work for new clients or new campaigns with current clients, competition, the introduction of new services or products by us or our competitors, our ability to accurately estimate, attain and sustain revenue from client contracts and general economic conditions.

Our profitability is also a function of our ability to control our costs and improve our efficiency and productivity. As we increase the number of our employees and locations at which we operate and execute our global growth strategy, we may not be able to manage the significantly larger and more geographically diverse workforce that may result, which could adversely affect our ability to control our costs or improve our efficiency. Further, because there can be no assurance that our business will grow at the rate that we anticipate or that we will be successful in growing our business in new geographies and markets that we enter, we may incur expenses for the increased capacity for a significant period of time without a corresponding growth in our revenues.

Our agreements with our clients are typically for one to three-year terms and many of our agreements have automatic renewal terms or renewal terms to be entered into at the election of our clients. Accordingly, we may be bound by pricing and other established terms during the renewal periods and so we may not be able to revise pricing or other terms to account for market conditions, including changes in labor costs.

 

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We may be unable to reduce our capacity if demand for our services decreases or if we overestimate the future demand for our current clients. In the case where demand for our services decreases, we may have lower capacity utilization rates until we can decrease our labor capacity to meet any such decrease in demand.

Any failure by us to maintain our pricing, control or adjust costs to the level of activity or adjust the pricing and terms of our client agreements to market conditions could adversely affect our business, financial condition and results of operations.

We may fail to attract and retain enough highly trained employees to support our operations.

The outsourced business support services industry relies on large numbers of highly trained employees at delivery centers. The demand for talent is even more important for business services companies, such as our Company, that provide complex and high-value services, including content moderation and digital services support. Therefore, our success depends to a significant extent on our ability to attract, hire, train and retain talented and skilled employees. Our industry is prone to high employee attrition, which requires us to continuously hire and train new employees. There is significant competition for trained employees with the skills necessary to perform the services we offer to our clients, including employees that are proficient in certain high-demand languages. In addition, we compete for employees, not only with other companies in our industry, but also with companies in other industries and in many locations where we operate, there may be a limited number of highly trained employees for a number of reasons, including government-imposed regulations and policies related to expatriate and foreign permitting that could limit the number and availability of foreign workers in certain jurisdictions. We often rely on expatriate employees to fill roles that cannot be performed by locally-hired agents due to the combination of specialized skillset, native languages and cultural skills. If qualified personnel cannot immigrate to or obtain work visas in a country where we require their services, we may have difficulty hiring the requisite number of local workers with the requisite skills for our campaigns, or we may exceed our budgets in order to do so. In particular, in Thailand, our subsidiary, Teledirect Telecommerce (Thailand) Limited, has been granted certain privileges by the Board of Investment of Thailand, or the Thailand BOI, which are comprised of incentives for business development in Thailand and includes, among other things, certain exceptions allowing us to hire foreign technicians and experts to work on promoted projects and the ability to secure visas for foreign employees with a faster approval time than is otherwise available for non-promoted businesses in Thailand. However, these privileges are subject to a number of conditions (as amended from time to time) including the requirement to have, and maintain through the promotion period, a ratio of domestic employee to foreign employee of at least three to one. As of December 31, 2023, our ratio of domestic to foreign employees in Thailand was approximately 3.1 to 1. Although we are actively managing our headcount in Thailand for compliance with the Thailand BOI’s domestic employee requirement, failure to maintain such ratio may result in a revocation of our Thailand BOI privileges and incentives causing our foreign employees to potentially lose their employment visas, which could materially affect our operations in Thailand.

Increased competition for qualified personnel could also have an adverse effect on our business. Additionally, a significant increase in the attrition rate among trained employees could result in increased costs, disrupted revenue streams and decreased profit margins.

In addition, our ability to maintain and renew existing engagements, obtain new business and increase our margins will depend, in large part, on our ability to attract, hire, train and retain skilled employees that enable us to keep pace with the growing demand for business services, evolving industry standards, new technology applications and changing client preferences.

Furthermore, due to the challenging business environment in which we have been operating, the performance conditions of the third tranche vesting of awards granted under our TDCX Performance Share Plan, or our PSP, were not satisfied during the fiscal year ended December 31, 2023. As a result, the third tranche of all such awards will not vest. Additionally, if the Merger consummates, there will not be any future vesting of awards under our PSP. At the time the Merger takes effect, we will (i) terminate our PSP and all award agreements thereunder and (ii) cancel all outstanding restricted share units and cash-settled equity-based awards granted under our PSP. Each such unvested restricted share unit and cash-settled equity-based awards will be cancelled automatically without payment of any consideration or distribution therefor. As the PSP is a share incentive scheme aimed to attract and retain talents, our failure to implement a new incentive scheme upon termination of the PSP could adversely impact our talent attraction and retention.

 

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Our failure to attract, hire, train and retain personnel with the experience and skills necessary to fulfill the needs of our existing and future clients or to assimilate new employees successfully into our culture and our operations could have an adverse effect on our business, financial condition and results of 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.

Most of our contracts with clients contain service level and performance requirements, including requirements relating to the quality of our services and the timing and quality of responses to our end-customers based on certain KPIs, such as the time it takes for a customer experience matter to be closed out, customer satisfaction score and forecast accuracy. In some cases, the quality of services that we provide is measured by quality assurance indicators and surveys which are based in part on the results of direct monitoring by our clients of interactions between our employees and our clients’ end-customers. Failure to consistently meet service requirements of such end-customers or errors made by our employees in the course of delivering services to such end-customers could disrupt our clients’ businesses and result in a reduction in revenue or a claim against us for damages. For example, our agreements generally stipulate standards of service that, if not met by us, would result in lower payments to us or generally in the form of service credits, coupled with a right to set off. A failure or inability to meet these requirements of such representations could seriously damage our reputation and affect our ability to attract new business or result in a claim for damages against us, which could have a material adverse effect on our business, financial condition and results of operations.

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.

For the year ended December 31, 2023, we derived 84.6% of our revenue from our operations in countries located in Southeast Asia. We intend to continue to develop and expand our business and capacity in Asia with our current and potential clients. Our operations and investments in Southeast Asia are subject to various risks related to the economic, political and social conditions of the countries in which we operate, including, but not limited to, risks related to the following events:

 

   

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 restrictions 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; and

 

   

natural disasters like typhoons and earthquakes may impact our operational sites severely.

 

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Additionally, the laws in the countries we operate may change and their interpretation and enforcement may involve significant uncertainties that could limit the reliability of the legal protections available to us. We cannot predict the effects of future developments in the legal regimes in the countries we operate.

Any of the foregoing risks may adversely affect our business, financial condition and results of operations.

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.

Our relationships with our clients are governed by MSAs, and a number of SOWs, which set out the details of our services we provide to our clients. Our current MSA with Meta has a primary term of 12 months and automatic successive renewal periods of 12 months each thereafter (unless Meta elects to not renew). On August 1, 2021, we entered into a new MSA with Airbnb for an initial term of five years as well as two extension options (unless terminated by Airbnb). While our MSAs have traditionally been renewed and have not been terminated by our largest clients as of the date of this annual report, there can be no assurance that our agreements with any of our clients will be renewed upon their expiration on commercially favorable terms or at all or will not be terminated early pursuant to their respective terms.

A contract termination, non-renewal of a contract when it expires, or significant reduction in the use and number of services under our contracts with our key clients could result in a lower utilization rate, which would result in decreased operating margins and profitability. We may not be able to replace any key client that elects to terminate, scale back, or not renew its contract with us, which would have an adverse effect on our business, financial condition and results of operations.

Our key clients may require us to accept contractual terms that are less favorable to us. For example, if our key clients require us to extend the payment periods beyond the current 30 to 120-day typical range, our working capital levels and overall financial position could be adversely affected, which may make it more difficult to finance our capital expenditures or increase our borrowing costs. In addition, our two largest clients require us to include staffing-related restrictions. For example, if certain project team members, such as senior project managers and certain other employees with access to sensitive client information, leave the relevant client’s project, we must wait a certain period of time before we can staff that employee on a project for a different client in the same industry. In most cases, these restrictions do not restrict our ability to transfer agents, who comprise the vast majority of our staff, among competing clients or otherwise restrict us from servicing or acquiring clients within the same industries as, or who are direct competitors to, our existing clients. In addition, we may from time to time enter into exclusivity arrangements with our clients, which may prohibit us from working with identified competitors or with businesses operating in the same industries as our clients.

Spending on omnichannel CX solutions, sales and digital marketing services, 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.

Our clients’ budgets for our services and reductions in client spending arising from or related to economic slowdown in the markets in which our clients operate have in the past adversely impacted our revenues, gross profits, operating margins and results of operations. Certain events outside of the control of our clients, such as interest rates setting policies, foreign currency fluctuations, regulatory and political developments, may occur and adversely affect our revenues, gross profits, operating margins and results of operations. These economic conditions can occur abruptly and persist for an uncertain duration of time. For example, the effect of the COVID-19 outbreak on the global economy.

Increased regulation, changes in existing regulation or increased government intervention in the industries in which our clients operate may adversely affect the growth of their respective businesses, which in turn may reduce demand for our services or cause us to incur additional costs in our processes or on our personnel without passing such additional costs onto our clients, thereby negatively affecting our business, results of operations and financial condition. For example, our clients may be subject to stringent compliance requirements, including privacy and security standards for handling data, which could impact the manner in which we provide our services. Further, regulators have imposed guidelines for the use of cloud computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions. See also “—Anti-outsourcing legislation, if adopted, and negative perceptions associated with offshore outsourcing could impair our ability to serve our clients and materially adversely affect our business, results of operations and financial condition.”

 

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Reduced or delayed spending by our clients may also lead to our clients downsizing or canceling ongoing projects with us on short notice, demanding price reductions, or reallocating work volumes amongst service providers that they partner with. In the past, such events have adversely impacted our invested capacity utilization rates, monthly revenue per FTE, the competitiveness of our proposals, and our gross and net margins.

The business challenges and pressures resulting from economic slowdown in the markets in which our clients operate could also affect their credit ratings and prolonged collections of our invoices from them, leading to adverse impact on our cash flow and results of operations. If our clients suffer from the negative effects of inflation, they may seek to mitigate the negative effects through reduced spending, requests for lower prices or additional discounts from us, and prolonged payment of our invoices, among other possible measures. Any of the foregoing could adversely affect our business, financial condition and results of operations.

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.

While we have grown organically almost exclusively, we may in the future as part of our global growth strategy pursue acquisitions of complementary businesses in certain geographies or exposure to certain industries, and acquisitions of companies with technologies that we can incorporate into our tailored client solutions. These transactions could be material to our financial condition and results of operations. Additionally, our growth strategy may be affected if the acquisition targets or investments that we identify are unsuitable or if the suitable acquisition targets select other companies that compete with us for these strategic opportunities over us. Even if we identify and advance in our pursuit of acquisitions, we may not complete the transactions in a timely manner, on a cost-effective basis, or at all, and as a result, we may not realize the expected benefits of any such acquisition or investment.

Upon consummation of an acquisition or a similar investment transaction, we may not be able to effectively integrate such future acquisitions into our operations or our corporate culture and may not achieve the profitability we expect from such acquisitions.

We also could experience negative effects on our results of operations and financial condition from acquisition-related charges, amortization of intangible assets and asset impairment charges, and other issues that could arise in connection with, or as a result of, the acquisition of the acquired company, including regulatory or compliance issues that could exist for an acquired company or business and potential adverse effects on results of operations through increased costs or otherwise. These effects, individually or in the aggregate, could cause a deterioration of our credit profile and result in reduced availability of credit to us or increased borrowing costs and interest expense in the future. Any such risks relating to future acquisitions could have a material adverse effect on 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.

Employee benefits expenses were S$339.7 million, S$436.4 million and S$424.6 million in the years ended December 31, 2021, 2022 and 2023, representing 80.6%, 82.6% and 80.8% of our total operating expenses in each period, respectively.

Employee salaries and benefits expenses in all of the countries in which we operate have increased over recent years as a result of economic growth, increased demand for business services, increased competition for trained and talented employees, among other wage-inflationary pressures and we cannot assure that they will not continue to rise. Global inflation began to rise in 2021 and has continued to increase in 2022 and the start of 2023, despite falling as the year progressed. Inflation may increase our labor costs, including costs related to our employee salaries and benefits. To neutralize high inflation rates, central banks have been raising short-term sovereign interest rates, which have resulted in an increase in market interest rates globally. However, there can be no assurance that central banks will not continue to raise short-term sovereign interest rates or that such measures will successfully contain inflationary pressures. If inflation (including wage-inflation) continues to increase in the countries in which we operate, it may increase our expenses that we may not be able to pass on to our clients and thus negatively impact our business and results of operations. On the other hand, even if we can pass on such wage-inflation effects to clients, it might deter or discourage our clients from continuing to operate the campaigns with us in the long run.

 

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Our expenses may also increase if we implement employment compensation schemes, such as an employee performance share plan, to retain and attract talent to work for us. For more information on our PSP, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Performance Share Plan.”

We attempt to control our costs as we expand our capacity in existing locations or enter into new geographies. We may need to increase salaries more significantly and rapidly than in previous periods as part of our efforts to remain competitive or meet the demand for our services, which may cause our labor costs to increase. In addition, depending on the state of the labor market for our employees at any given time, we may need to increase employee compensation more than in previous periods to remain competitive in attracting the quantity and quality of employees that our business requires. Wage increases may reduce our operating margins and adversely affect our profitability if our prices remain stagnant or face reduction pressure due to intensifying competition.

If we expand our operations into new greenfield geographies within which prospective existing talent pool has higher average wages and compensation expectations, our average or overall labor costs may increase, which will reduce our margins and profitability, especially when we have no past track record and credentials in such geographies.

Furthermore, most of the countries in which we operate have labor laws which are protective of workers’ rights and interests, including statutorily mandated minimum wage increases, legislation that imposes financial obligations on employers and laws governing the employment of workers. In some countries such as the Philippines and Thailand, we are also required to provide employee retirement by law, and accordingly we have made provisions for such retirement plans in our financial statements. Certain jurisdictions, such as Thailand and Singapore, also have laws that restrict our ability to hire foreign workers by setting caps and conditions on the proportion of foreign workers in the workforce of the applicable jurisdictions. In Thailand, we have received certain incentives issued by the Board of Investment of Thailand. See “—We may fail to attract and retain enough highly trained employees to support our operations.”

There are labor laws in some of the key jurisdictions in which we operate, including Singapore and the Philippines, which may be modified in the future in a way that causes our costs to increase, and any such modifications may be adverse or detrimental to the manner in which our business operates in such jurisdiction. For example, in the Philippines, the Republic Act No. 11927, otherwise known as the Philippine Digital Workforce Competitiveness Act, established the Inter-Agency Council for Development and Competitiveness of Philippine Digital Workforce, which was designated as the primary planning, coordinating and implementing body in the competitiveness of the Philippine digital workforce. The Inter-Agency Council is authorized to enter into public-private partnerships with experts, information technology-business process outsourcing (IT-BPO) industry associations, private companies and other stakeholders in the formulation and implementation of training, skills development, and certification programs. The Implementing Rules and Regulations of the Philippine Digital Workforce Competitiveness Act were also approved on October 23, 2023 to operationalize the provisions of such act, which empowers the Inter-Agency Council to promulgate or issue additional rules or regulations that may impact our business or operations in a material way. In addition, the Revised Implementing Rules and Regulations of the Telecommuting Act were issued on September 16, 2022 by the Department of Labor and Employment, encouraging employers and employees to jointly adopt and implement telecommuting programs to optimize the benefits of technology. As defined under the rules, telecommuting refers to a work arrangement that allows an employee to work from an alternative workplace, in whole or in part, with the use of telecommunication and/or computer technologies. The rules apply to employers and employees in the private sector that implement a telecommuting program, and state that work performed in an alternative workplace shall be considered as work performed in the regular workplace of the employer. The implementation or increase of additional labor laws in the countries we operate may reduce our profit margins and have an adverse effect on our business, financial condition and results of operations.

 

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Our operating results may fluctuate from one quarter to the next due to client and service mix, volatility in the volume of business from clients, and other factors.

Our operating results may differ significantly from quarter to quarter and our business may be affected by factors such as client losses, the timing of new contracts and of new product or service offerings, termination of existing contracts, volatility in the volume of business from clients due to seasonal trends, the business decisions of our clients regarding the use of our services, start-up costs as we begin new campaigns for current or new clients, delays or difficulties in expanding our operational facilities or opening new operational facilities, changes to our revenue mix or to our pricing structure or that of our competitors, inaccurate estimates of resources and time required to complete ongoing campaigns, currency fluctuations and general economic conditions. In addition, while our business generally is not seasonal, our results may fluctuate because our clients’ businesses are impacted by seasonal effects that affect their use of our services, such as high travel seasons for our clients in the travel and hospitality industries or the winter holiday shopping season for consumer electronics or e-commerce clients.

In addition, the demand cycle for our services, typically from three to nine months (from the date the contract is entered into until the beginning of the provision of services), and the internal budget and approval processes of our prospective clients make it difficult to predict the timing and success of new engagements with current or new clients. The demand cycle for a specific campaign depends on the campaign size, complexity and urgency of the client’s need. Also, we recognize revenue as and when the performance obligations set out in each campaign are satisfied and when the criteria for recognition are achieved. The financial benefit of gaining a new client may not be realized at the intended time due to delays in the implementation of our services or due to an increase in the start-up costs required in adjusting our infrastructure to meet our current or future clients’ specifications with respect to any engagement. These factors may make it difficult for us to prepare accurate internal financial forecasts or replace anticipated revenue that is not received as a result of these delays. Any failure by us to predict and plan demand for our services for any of the foregoing reasons, including due to the effects of seasonality trends in the businesses of the clients, could adversely affect our business, financial condition and results of operations.

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.

The revenue we derive is primarily denominated in U.S. dollars and Singapore dollars (which is our reporting currency), whereas all of our delivery sites’ operating expenses such as employee benefit expenses, office lease liabilities and other operating expenses are mostly denominated in local currencies. Any adverse fluctuations of the U.S. dollars against the delivery sites’ local currencies will affect the margins between the revenue and the expenses, as the fee revenue earned was negotiated and set in U.S. dollars prior to contract inception. Whilst some contracts with clients accorded avenues for us to renegotiate and revise the U.S. dollar pricing rates, most of such revisions require lengthy and protracted negotiation with clients which may not be successful. We are also affected by the risk of currency fluctuations arising between the transaction dates and the settlement dates for these transactions. We attempt to partially mitigate such risks by entering into financial derivative instruments such as forward and options hedging contracts. While such instruments may reduce potential foreign exchange loss, they can also curtail foreign exchange gains if the spot foreign exchange rates move in our favor. In addition, entering into options contracts as a hedging activity can be costly in a climate of high volatility. Since our presentation currency is the Singapore dollar, we translate revenues earned, expenses incurred or assets and liabilities denominated in such currencies to Singapore dollars when preparing our consolidated financial results. We are exposed to fluctuations in foreign exchange rates primarily on (i) fluctuations between the Singapore dollar and other currencies in which we derive our revenue, particularly the U.S. dollar, and (ii) fluctuations between the Singapore dollar and other currencies in which we incur expenditures, for example, the Philippine peso, Thai baht and Malaysian ringgit. Currency fluctuations, especially the appreciation of the Singapore dollar relative to the U.S. dollar could negatively impact our results of operations, while an appreciation of the Singapore dollar relative to local currencies such as the Philippine peso, Thai baht and Malaysian ringgit could positively impact our reported results of operations. We are also exposed to foreign exchange rate fluctuations on the translation of assets and liabilities denominated in foreign currencies. Any changes in currency exchange rates may adversely affect our business, financial condition and results of operations.

 

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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.

We maintain some insurance coverage, including professional liability insurance, property insurance coverage for certain of our facilities and equipment for certain of our operations, and crime, cyber and general commercial insurance; however, we do not insure for all risks in our operations. In addition, we have established two captive insurance cells for directors and officers liability insurance through which we intend to continue to maintain some level of self-insurance coverage. The reserves of such captive insurance cells will be subject to periodic adjustments based upon actuarial evaluations, which adjustments could impact our overall results of operations, and such periodic adjustments may be favorable or unfavorable. If any claims for injury are brought against us, or if we experience any business disruption, litigation or natural disaster, we might incur substantial costs and diversion of resources.

We provide services that are integral to our clients’ businesses. If we were to default in the provision of any contractually agreed-upon services, our clients could suffer significant damages and make claims against us for those damages. Although we believe that we maintain sufficient insurance coverage, the occurrence of an event that causes losses in excess of our self-insurance estimates or the limits specified in our policies, or losses arising from events not covered by insurance policies (including any deductibles, exclusions or limitations), could materially harm our business, financial condition, results of operations and prospects. Moreover, we cannot give any assurance that insurance will continue to be available to us on economically reasonable terms or that we will not be required to increase our self-insurance amounts. Additionally, we do not maintain “key person” insurance policies on any of our directors, officers or other personnel. There can be no assurance that any claims filed will be honored fully or timely under our insurance policies. Also, our financial condition may be affected to the extent we suffer any loss or damage that is not covered by insurance or which exceeds our insurance coverage.

We derive most of our revenue from clients in new economy sectors and are subject to risks associated with operating in the rapidly evolving new economy sectors.

As a new economy business services provider dedicated to serving new economy participants internationally, we are subject to risks associated with the rapidly evolving nature of new economy sectors, including, but not limited to, the technology, consumer and retail, and hospitality sectors. We derive approximately 88% of our revenue from new economy clients. Our future business, financial condition, and results of operations will largely depend on the development of the new economy sectors and their participants in the markets that we operate and target for future expansion.

New economy companies are investing in creating differentiated customer experiences and providing end-to-end customer engagement that can differentiate them from their competitors. However, there are significant uncertainties with respect to the growth and sustained profitability of new economy sectors in Asia and throughout the world, including changes in general economic conditions, market trends and regulatory environment. Most of these factors are beyond our control. For example, any adverse regulatory developments in new economy sectors in the countries in which we or our clients operate, such as new or more restrictive industry policies, could materially affect the results of operations and financial conditions of our clients participating in such industries, which may in turn reduce their demand for our services. As a result, our business, financial condition and results of operations could be adversely affected.

We may enter into contracts with significant fixed-price elements or solely fixed-price contracts with our clients and any failure to accurately price these arrangements may affect our profitability.

Many of our client contracts have significant fixed-price elements. If we underestimate our project costs in tendering and bidding for a project from our clients, we may incur unanticipated costs that would reduce our profits or incur losses. Any failure by us to accurately evaluate our expected costs for a fixed-price contract may result in the decreased profitability of any such project and may have an adverse effect on our business, financial condition and results of operations. To address this risk, we try to incorporate pricing adjustments in our contracts in the event that there is a change in scope of work that can be activated under reasonable circumstances that are beyond the assumptions made by us during our initial pricing (e.g., expanded work scope, foreign exchange volatility). There can be no assurance that such price adjustments will fully cover the actual costs to provide such services, which could have an adverse effect on our business, financial condition and results of operations.

 

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We may be involved in disputes, legal, regulatory, and other proceedings arising out of our business operations, and may incur costs arising therefrom and be affected by negative publicity which may have an adverse impact on our reputation and goodwill.

From time to time we are, and in the future may continue to be, involved in disputes with various parties in the course of our business including clients, employees and ex-employees. Such disputes may involve various matters such as business disputes, employment matters and regulatory compliance.

In particular, from time to time, we have been the subject of complaints and claims made by our former employees in relation to, for instance, claims of unfair dismissal and disputes over employment contracts and terms. These disputes may lead to legal or other proceedings and may result in costs, negative publicity, and the diversion of resources and management’s attention regardless of the outcome. Any negative publicity arising from such disputes or complaints against our Company, whether founded or unfounded, may tarnish our reputation and goodwill and could cause our clients or future clients to not use our services.

The business practices of companies that offer content moderation and curation services continue to be subject to increasing scrutiny, particularly including the treatment and wellbeing of the employees who work in these areas. Several other companies operating in other countries offering these services have been subject to lawsuits by their employees and former employees relating to allegations of post-traumatic stress disorder and related trauma. While we work diligently to ensure that our work practices and work culture support healthy employee well-being in countries with different legal regimes, there can be no assurances that we will also not be subject to similar legal actions. In addition, many of the services we provide to our clients are complex, such as trust and safety verification and quality and compliance audits, and we may face potential liability if we do not perform in accordance with the requirements of our agreements.

In addition, we may become involved in disputes, legal, regulatory, and other proceedings between our clients and third parties, such as our clients’ customers, in connection with the services that we provide. Some of our clients, and in particular our top clients, are larger than we are and may be more likely to become involved in such matters given the scale of their businesses. If we become involved in such matters, we may be required to expend significant resources, including our management’s time, and incur significant expenses in defending against such actions. There can be no assurance that an adverse judgment or decision against us will not be significant. Our clients do not indemnify us for these types of costs, and there can be no assurance that such costs will be covered, in whole or in part, by our insurance policies.

Negative publicity or announcements may also include, amongst others, our involvement in litigation or regulatory investigations, online complaints or negative reviews of our business (anonymous or otherwise), or unfavorable third-party research reports on us. We cannot assure you that attempts to resolve any outstanding disputes will not be protracted or that similar claims will not be asserted. If we were to fail to win these disputes, we may incur losses and face liabilities. Further, even if we were to win these disputes, we may incur costs in mounting our defense and suffer loss of business.

Responding to disputes and/or negative publicity arising from any of the above circumstances, regardless of their ultimate outcomes and notwithstanding that they may be baseless, frivolous or vexatious, can divert the time and effort of our management from our business. Claims and complaints that assert some form of wrongdoing, regardless of the factual basis for the assertions being made, may further result in negative publicity, lawsuits, or investigations by regulators. Any unfavorable decisions by regulators may result in regulatory sanctions against us and other person(s) responsible for the breach, including the imposition of fines and/or term of imprisonment, where applicable.

Further, we cannot assure you that the public perception of our business and our brands will not be materially affected in the event of such disputes or that we will be successful in defending such claims. Any negative impact on our reputation could materially and adversely affect our business, financial condition and results of operations.

 

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We and our clients are subject to privacy, data protection and information security laws in the jurisdictions in which we and our clients operate.

We are typically required to process data in connection with our services, including account access credentials, credit and debit card numbers, bank account numbers, social security numbers, names and addresses and other types of sensitive business or personal information. In many cases, customer information is stored in our client’s proprietary systems to which our employees have user access. We seek to implement measures to protect sensitive and confidential client and customer data in accordance with client contracts and data protection laws and consumer laws.

Under data protection and personal information laws, we are typically required to manage, utilize and store sensitive or confidential client and customer data in connection with the services we provide. In Singapore, under the Personal Data Protection Act 2012 of Singapore, we are required to, among others, notify individuals of: the purposes for the collection, use or disclosure of their personal data prior to such collection, use or disclosure and obtain the consent of individuals for any collection, use or disclosure of their personal data. In the People’s Republic of China, or the PRC, the PRC Personal Information Protection Law, or the PRC PIPL, promulgated on August 20, 2021 and took effect on November 1, 2021, requires us to notify and obtain consents prior to the collection, storage, use, processing, transmission, provision, disclosure, or deletion of personal information (being all kinds of information related to identified or identifiable individuals) and to provide individuals with the right to withdraw their consent and to access, copy and correct their own personal information. The PRC PIPL also imposes various baseline obligations on personal data processors in connection with permitted uses of, accountability for, the protection of, the retention of, and overseas transfers of, personal data. In addition, under the European General Data Protection Regulation that took effect in May 2018, we must obtain consent and/or offer new controls to existing and new users in Europe before processing data for certain aspects of our services and are also subject to various regulations, including those that govern the storage and transfer of personal data.

Furthermore, we are subject to local data protection laws, consumer laws and/or “do not call list” regulations in most of the countries in which we operate, all of which may require us to make additional expenditures to ensure compliance with these regulations or future additional regulations. We also believe that we will be subject to additional laws and regulations in the future that may be stricter than those currently in force. Although we take extensive efforts to comply with such applicable laws and regulations, failure or perceived failure by us to comply with rapidly evolving privacy and security laws, policies (including our own policies, which we may update from time to time), legal obligations or industry standards may result in governmental enforcement actions, litigation, fines and penalties or adverse publicity, could require us or our clients to change our or their business practices and could cause our clients to lose trust in us.

We may also be subject to laws and regulations that restrict the flow of personal data across countries; such laws may constrain our activities and have an adverse impact on our business. Laws and regulations that impact our business, and particularly laws, regulations and other measures governments may take based on privacy and data protection concerns, are increasing in complexity, change frequently and at times conflict among the various jurisdictions where we do business. For instance, recent legal developments in Europe have created complexity and uncertainty regarding overseas transfers of personal data outside of the European Economic Area. In addition, certain cybersecurity review measures, which were promulgated on December 28, 2021 and took effect on February 15, 2022, require regulatory screening of overseas initial public offerings by companies with certain scale of personal information. Pursuant to these measures, if any network platform operator possesses personal information of more than one million Chinese users, it needs to file with the Cyberspace Administration of the PRC, or the CAC, for a cybersecurity review prior to the listing of its securities on any foreign stock exchange. Since these measures came into effect after we went public in 2021, and such measures do not provide for any retrospective effect, we have not applied to CAC for a cybersecurity review. Nonetheless, in light of China’s increased focus on cybersecurity and data protection regulation, there can be no assurance that there will not be any other impact on our operations from further regulation.

 

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Our inability to protect our systems and data from continually evolving cybersecurity risks or other technological risks could affect our reputation among our clients and their customers and may expose us to liability.

In conducting our business, we process and transmit sensitive business information and personal information about our clients, their customers and other parties. We have certain responsibilities to card networks and their member financial institutions for any failure, including the failure of our associated third parties, to protect this information.

We have been a target of malicious third-party attempts to identify and exploit system vulnerabilities and penetrate or bypass our security measures in order to gain unauthorized access to our networks and systems or those of our associated third parties. A successful attempt could lead to the compromise of sensitive, business, personal or confidential information. As a result, we proactively employ multiple barriers and controls at different layers of our systems to defend our systems against intrusion and attack and to protect the data we collect. However, we cannot be certain that these measures will continue to successfully counter all current and emerging technology threats that are designed to breach our systems in order to gain access to confidential information. We also rely on third party vendors for aspects of our cybersecurity strategy, such as to conduct security reviews and penetration tests, and there can be no assurance that the tests conducted by these vendors, or measures we take in response to such tests, will be effective at identifying or preventing any cybersecurity threat.

Our computer systems and the computer systems of our clients, which we rely on, could be in the future subject to breach, and our data protection measures may not completely prevent unauthorized access. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are often difficult to detect. Threats to our systems and our associated third parties’ systems can derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. Computer viruses and other malware can be distributed and could infiltrate our systems or those of our associated third parties. In addition, denial of services or other attacks could be launched against us for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Our defensive measures may not prevent downtime, or unauthorized access or use of sensitive data. While we maintain cyber errors and omissions insurance coverage that may cover certain aspects of cyber risks, our insurance coverage may be insufficient to cover all losses. Further, while we carefully select third parties with which we associate, we do not control their actions. Any problems experienced by these third parties, including those resulting from breakdowns or other disruptions in the services provided by such parties or cyber-attacks and security breaches, could adversely affect our ability to service our clients or their customers or otherwise conduct our business.

We could be subject to liability for claims relating to misuse of personal information, such as unauthorized marketing purposes and violation of data privacy laws. Although we have employed measures to protect against unauthorized access of such personal, confidential and proprietary information, as the complexity of information infrastructure continues to grow, the potential risk of security breaches and cyber-attacks increases. Such breaches can lead to shutdowns or system interruptions, and potential unauthorized disclosure of sensitive or confidential information which may result in potentially costly litigation. If any person, including any of our employees, penetrates our network security or otherwise mismanages or misappropriates sensitive or confidential client or customer data, we could be subject to significant fines for violating privacy or data protection and consumer laws or lawsuits from our clients or their customers for breaching contractual confidentiality provisions which could result in negative publicity, legal liability, loss of clients and damage to our reputation. We may be liable for any misappropriation of customers’ personal information which could also harm our relationship with our clients, and/or cause us to suffer financial losses and/or reputational harm. We may also be liable for damages in the case of such a security or network breach that results in an unauthorized or impermissible disclosure of client or customer data and information.

Our clients are located in numerous jurisdictions around the world, and our clients may ask for broad undertaking from us pursuant to the data security and protection laws applicable to them and may decide not to do business with us if we do not agree to their terms. While we have agreed in certain agreements to take certain protective measures to ensure the confidentiality of client and customer data, we cannot provide assurance that the contractual requirements related to data security and protection that we impose on our employees who have access to client and customer data will be followed by our employees or will be adequate to prevent the unauthorized use or disclosure of data. Furthermore, the costs of systems and procedures associated with any protective measures that our clients require us to take may increase and could adversely affect our ability to compete effectively. Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, governmental and card network intervention and fines and, with respect to misuse of our clients’ and customers’ information, lost revenue and reputational harm.

 

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Any type of security breach, attack or misuse of data described above or otherwise, whether experienced by us or an associated third party, could harm our reputation and deter existing and prospective clients from using our services or from making electronic payments generally, increase our operating expenses in order to contain and remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), distract our management, increase our risk of regulatory scrutiny, result in the imposition of penalties and fines under state, federal and foreign laws. If we were to be removed from the networks’ lists of Payment Card Industry Data Security Standard (PCI DSS) compliant service providers, our existing clients or other third parties may cease using our services. Also, existing clients may choose to terminate their relationship with us, and prospective clients may delay or choose not to consider us.

Moreover, our insurance coverage for breaches or mismanagement of such data may not be sufficient to cover one or more large claims against us and our insurers may disclaim coverage as to any future claims. Any of the foregoing could adversely affect our business, financial condition and results of operations.

Tax matters, including any reduction or withholding of tax benefits and other incentives we receive, new legislation and actions by taxing authorities may have an adverse effect on our operations, effective tax rate and financial condition.

We may not be able to predict our future tax liabilities due to the international nature of our operations, as we are subject to the complex and varying tax laws and rules of several foreign jurisdictions, including rules on certain tax concessions and benefits from such local jurisdictions. For example, our subsidiary in Malaysia was awarded the Multimedia Super Corridor status in 2005 by the Ministry of Finance and Ministry of International Trade and Industry Malaysia, which entitled the subsidiary to enjoy tax incentives under Malaysia’s Customized Incentive scheme. The scheme allows partial tax exemption for the subsidiary on the statutory income earned from its core operations for a certain period. However, these benefits expired on January 18, 2020. We have applied to the relevant governmental agency authorities to renew such benefits and as of the date of this annual report, our application remains pending. In the Philippines, we have benefited from an income tax holiday through our registration with the Philippine Economic Zone Authority, or PEZA. We expect that our income tax holiday from PEZA will eventually expire, in respect of each delivery center in the Philippines, four years after each delivery site has begun receiving the tax holiday benefits and there can be no assurance that the Philippines government will not change the terms of any income tax holiday in the future. For example, the Philippines Fiscal Incentives Review Board, or FIRB, had previously issued guidelines that allow PEZA-registered units to work from home, subject to certain terms and conditions. However, the Philippines FIRB has recently changed these guidelines. In 2023, we registered with the Bureau of Investments, or BOI, which is another Incentives Promotions Agency, or IPA, in the Philippines. FIRB recognizes that BOI registration provides flexibility to all Business Process Outsourcing companies to implement hybrid work arrangements, without affecting eligibility to claim BOI fiscal incentives, unlike the requirement of PEZA that all locators must do business within the economic zone in order to claim PEZA fiscal incentives (thus requiring personnel to physically report to work at the company premises within the economic zone). However, we are required to comply with the terms and conditions of our PEZA registration in order to avail non-fiscal incentives granted by virtue of our PEZA registration. We may be disqualified from availing applicable PEZA fiscal and non-fiscal incentives if we fail to comply with PEZA regulations (including the requirement of 100% on-site work arrangements). Our business, results of operations and financial condition could be adversely affected if tax contingencies are impacted adversely or we become subject to increased levels of taxation. While there are pending legislative bills intended to allow PEZA-registered entities to implement off-site work arrangements without losing their tax incentives, there is no assurance that such legislative bills shall be passed or that such legislative bills will be passed without imposing additional costs or conditions upon PEZA registered units.

We are also subject to income taxes in numerous jurisdictions that are determined by the international tax framework, which is a myriad of domestic legislations and a wide network of bilateral and multilateral tax treaties. The framework relies on separate accounting of which taxation of a multinational corporation group is at the level of individual subsidiaries that operate in different countries. Each country has a right to tax the income assigned based on its domestic tax law and tax treaty obligations. Our tax expense and cash tax liability in the future are subject to numerous factors such as changes in tax laws and regulations, accounting principles in the calculation or valuation of deferred tax assets and liabilities. Certain tax-related judgements or conclusions that we make are based on our interpretation or understanding of the existing tax laws and regulations in the countries in which we operate. However, there is no assurance that we will not undergo any tax audit or investigation which may result in any additional tax liabilities for the open years.

 

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Additionally, tax laws, including tax rates, in the jurisdictions in which we operate may change as a result of macroeconomic or other factors outside of our control. For example, various governments and organizations such as the European Union and Organization for Economic Co-operation and Development, or the OECD, are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue under the Base Erosion and Profit Shifting (“BEPS”) Project to set up an international framework to combat tax avoidance by multinational enterprises using BEPS tools. In January 2019, the OECD announced further work in continuation of its BEPS project, focusing on two “pillars.” Pillar One provides a framework for the reallocation of certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two consists of two interrelated rules referred to as the Global Anti-Base Erosion Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. In October 2021, more than 130 countries tentatively signed on to a framework that imposes a minimum tax rate of 15%, among other provisions. The framework calls for law enactment by OECD and G20 members in 2022 to take effect in 2023 and 2024. On December 20, 2021, the OECD published model rules to implement the Pillar Two rules, which are generally consistent with the agreement reached by the framework in October 2021. On December 12, 2022, the EU member states agreed to implement the OECD’s Pillar Two global corporate minimum tax rate of 15% on large multinational enterprises with revenues of at least €750 million, which generally would go into effect in 2024. If we are determined to be within the scope of OECD’s Pillar Two rules, these changes, when and if enacted and implemented by various countries in which we do business, could result in additional tax imposed on us or our subsidiaries, further reducing our cash available for distribution.

Transfer pricing regulations to which we are subject require that any transactions between our related parties be transacted at arm’s-length terms. Failure to do so may result in tax adjustment made by the applicable tax authorities and the tax adjustment may give rise to additional tax liabilities cum penalties and interest.

Our project start-up and implementation cycles require significant resource commitments.

From our initial business development engagement for a prospective project with either a new or existing client to our operational performance with respect to such a project, we are often required to invest significant capital, resources and time. Before committing to use our services for any specific new project, potential or current clients require us to expend substantial time and resources educating them on the value proposition of our platform and assessing the feasibility of integrating our people, systems and processes with their operations. Our clients then evaluate our services before deciding whether to use them and, if the clients do decide to enter into an arrangement with us, we would then negotiate the requisite documentation, implement their specifications in our tailored solution (including establishing our delivery centers to our clients’ preferred specifications) and train our team leaders and other personnel who will be dedicated to the project. Therefore, our business prospecting and closure cycle, which generally ranges from six months to over a year, is subject to many risks and delays over which we have little or no control, including our clients’ decision to choose alternatives to our services (such as other providers or in-house offshore resources), the timing of our clients’ budget cycles and approval processes and the fluidity of our clients’ requirements and specifications for a given engagement. For further information related to risks from competition, see “—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.”

Implementing our services involves a significant commitment of resources over an extended period of time from both our clients and us. The period in which we train the personnel who will be dedicated to any specific client project generally ranges from two weeks to over two months. Our clients may also experience delays in obtaining internal approvals or delays associated with technology or system implementations, thereby further delaying the implementation process. Our current and future clients may not be willing or able to invest the time and resources necessary to implement our services, and we may fail to enter into arrangements for our services with potential clients to which we have devoted significant time and resources, which could have an adverse effect on our business, financial condition and results of operations.

The anticipated strategic and financial benefits of our relationship with Airbnb may not be realized.

On September 2, 2022, we entered into a warrant agreement with Airbnb whereby we granted Airbnb warrants to purchase up to 490,000 of our ADSs subject to vesting, adjustment and other terms and conditions set forth therein. The vesting of the warrants is subject to satisfaction of certain fee milestones with respect to services provided to Airbnb under the Master Services Agreement which commenced on August 1, 2021. We expect that such a grant of warrants would result in a growth in spending by Airbnb; however, achieving the anticipated benefit from the arrangement is subject to a number of challenges and uncertainties. If fee milestones are not satisfied or take longer than expected to be satisfied, the expected benefits may be only partially realized or not at all, or may take longer to realize than expected, which could adversely impact our financial condition and results of operations.

 

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We face payment risk from our clients.

We are subject to a number of credit risks, including long trade and unbilled receivables payment cycles and difficulties in collecting such receivables in certain countries. We cannot guarantee that we will be able to successfully manage all of the related risks, many of which are outside our control, which could lead to payment default by clients. We currently have no insurance coverage for such payment default. For example, the credit period on the rendering of our services to clients is generally 30 to 120 days, and no interest is charged on the trade receivables during the credit period of the invoices. Thereafter, interest may be charged ranging from 5% to 18% per annum on the outstanding balance.

In certain circumstances, we may be required to provide extended payment terms, agree to financing or other arrangements or modify certain contractual terms or arrangements for some clients, which will increase our exposure to such credit risks. If any of our clients becomes insolvent or commences bankruptcy or similar proceedings, our trade or unbilled receivables from such clients may become uncollectible. We may also incur legal and other costs in taking enforcement action against such clients. Our clients might face additional difficulties in challenging economic environments or downturns, and any delays, defaults or inability to collect payments due for services we have performed may adversely impact our business, results of operations, financial condition, liquidity and outlook of our business and have a negative effect on the timing of our revenue.

We may be adversely affected by any failure to grow or protect our brand.

We believe the “TDCX” brand name and our reputation are important corporate assets that help distinguish our services from those of our competitors and contribute to our efforts in recruiting and retaining talented personnel.

In November 2019, we rebranded ourselves as “TDCX” and began providing services using our “TDCX” trademark. As of December 31, 2023, there were trademark registrations in 16 jurisdictions in the name of TDCX Holdings Pte. Ltd.: Singapore, Malaysia, Hong Kong, the European Union, the United Kingdom, India, the Cayman Islands, the Philippines, Colombia, China, Japan, Türkiye, South Korea, Australia, Vietnam, and Taiwan. There is a pending application for trademark registration in the United States and a possible re-application in Thailand. There are also trademark registrations in the name of a subsidiary in China. While we believe that our prior brand, “Teledirect” had a positive reputation, we created the “TDCX” brand to more clearly establish our brand identity in our industry. There is a risk that if we fail to establish or grow our brand or if negative information about us adversely affects our brand, even if false, our business could be adversely affected. In particular, damage to our reputation could be difficult and time-consuming to repair, could make potential or existing clients reluctant to select us for new engagements and could materially adversely affect our recruitment and retention efforts. Any failure to grow our brand or damage to our reputation could also reduce the value and effectiveness of the “TDCX” brand name and/or reduce investor confidence in us, and have an adverse effect on our business, financial condition and results of operations.

Our business depends in part on our capacity to invest in technology as it develops and substantial increases in the costs of technology and telecommunications services that we rely on from third parties could have a material adverse effect on our business, financial condition, results of operations and prospects.

The outsourced business support services industry is subject to the periodic introduction of new technology, which often can enable us to service our clients more efficiently and cost effectively. Our business is partly linked to our ability to recognize these new technological innovations and to apply these technological innovations to our business by incorporating them into our tailored solutions for our clients. See “Item 4. Information on the Company—B. Business overview—Information Technology and Management Information Systems.” If we do not recognize the importance of a particular new technology to our business in a timely manner or are not committed to investing in and developing such new technology and applying these technologies to our business, our current services may be less attractive to existing and potential clients, and we may lose market share to competitors who have recognized these trends and invested in such technology. Certain emerging technologies, such as AI, may be disruptive to our industry, and our ability to identify, predict the outcomes of and incorporate disruptive technologies is key to our sustained business success. We will also be required to provide adequately trained personnel to address the increasingly sophisticated and tech savvy clients whose needs are constantly evolving. Furthermore, if we obtain access to an emerging technology through an acquisition, there can be no assurance that we will be successful in integrating that technology into our operations or business. Any such failure to recognize the importance of such technology or a decision not to invest and develop such technology that keeps pace with evolving industry standards and changing client demands could have a material adverse effect on our business, financial condition and results of operations. See “—The development of new technologies such as generative AI may cause disruption to the industry in which we operate, and could adversely affect our business, financial condition and results of operations.”

 

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If we experience challenges with respect to labor relations, our overall operating costs and profitability could be adversely affected, and our reputation could be harmed.

While we believe we have good relations with our employees, any work disruptions or collective labor actions may have an adverse impact on our services. While we do not have collective bargaining arrangements in most of the current jurisdictions in which we operate, our global growth strategy may involve our entrance into geographies where unions and collective bargaining agreements are more prevalent. As of December 31, 2023, our workforce in Spain and Brazil are subject to a collective bargaining agreements, namely, the nationwide collective bargaining agreement for all employers and employees in the Spanish telemarketing industry and the collective bargaining agreement with the Union of Employees of Autonomous Agents of Commerce and in Advisory Companies, Expertise, Information and Research and Companies of Accounting Services Companies, respectively. If labor negotiations are not successful in Spain, Brazil or any other geography we may enter into, where we become subject to a collective bargaining agreement, or we otherwise fail to maintain good relations with employees in any jurisdiction in which we operate, we could suffer a strike, work stoppage or other form of labor disruption. Any of the foregoing could harm our reputation and adversely affect our business, financial condition and results of operations.

Our business operations are subject to various regulations and changes in these regulations or enforcement thereof, could require us to make additional expenditures, restrict our business operations or expose us to certain costs related to non-compliance with such regulations.

Any changes in the enforcement of, or enactment of additional, regulations or laws in the jurisdictions in which we operate may subject us to additional expenses related to compliance with such laws or regulations or otherwise affect our business and operations. Furthermore, if we are deemed to have violated any regulation or law in a jurisdiction in which we operate and/or where a delivery center is located, then we may be subject to fines and other expenses related to non-compliance thereof. Our business operations must be conducted in accordance with a number of sometimes conflicting government regulations in the various jurisdictions in which we operate, including consumer laws, as well as trade restrictions and sanctions, tariffs and labor relations. We are also subject to work permit, visa and immigration and other laws, regulations and requirements with respect to our employees in the countries in which we operate. We have in the past failed to comply with and may in the future fail to comply with such laws and regulations due to timing constraints and other reasons, which could subject us and our officers, directors and employees to liability and otherwise adversely impact our business. Any of the foregoing risks could have an adverse effect on our business, financial condition and results of operations. See also, “—Increases in employee salaries and benefits expenses as well as changes to labor laws could affect our business” and “—We and our clients are subject to privacy, data protection and information security laws in the jurisdictions in which we and our clients operate.”

Our existing internal operational and financial systems as well as existing internal accounting, financial and cost control systems may be inadequate for the effective management of any future growth in our business.

Any growth that we may experience in the future will require us to constantly monitor, evaluate and, if appropriate, reallocate our management and financial and operational resources. In order to manage growth effectively, we must recruit new employees, including employees in middle-management positions such as team leader roles, and implement and improve operational systems, procedures and internal controls on a timely basis.

We are in the process of updating our existing internal accounting, financial and cost control systems to ensure that we can access all necessary financial information in line with any increasing demands of our business. Any internal and disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met. The design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by individuals acting alone or in collusion with others to override controls, which may also include controls implemented by our clients. If we are unable to assert that our internal control over financial reporting is effective now or in the future, or if our auditors are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports.

 

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If we fail to update our existing systems, procedures and controls or implement these updated systems on a timely basis, we may not be able to service our clients’ needs, hire and retain new employees, pursue new business, complete future acquisitions or operate our business effectively. Failure to effectively set up new client business in our delivery centers, properly budget setup costs, accurately estimate operational costs associated with new contracts or access financial, accounting or cost control information in a timely fashion could result in delays in executing client contracts, trigger service level penalties or cause our profit margins not to meet our expectations. Any of the foregoing factors could adversely affect our business, financial condition and results of operations.

If we fail to implement and maintain an effective system of internal control over financial reporting and disclosure controls and procedures, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our ADSs may be materially and adversely affected.

Prior to our initial public offering, we were a private company with limited accounting personnel resources. Furthermore, prior to our initial public offering, our management had not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm had not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.

Our internal controls relating to financial reporting have not kept pace with the expansion of our business. Our financial reporting function and system of internal controls may be less developed in certain respects than those of similar companies that operate in fewer or more developed markets, and may not provide our management with as much or as accurate or timely information. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.”

In the course of preparing and auditing our consolidated financial statements as of and for the year ended December 31, 2021, we identified a material weakness in our internal control over financial reporting as of December 31, 2021, in accordance with the standards established by the Securities Exchange Act of 1934. The material weakness identified relates to a lack of adequate controls over access rights to several IT systems, which includes excessive and conflicting rights granted to several accounting personnel and an IT system contractor. While this material weakness was remediated in 2022, there can be no assurance that other similar issues may not arise in the future.

We are now a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we include a report of management on our internal control over financial reporting in our annual reports filed on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, as a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under securities laws and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

 

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Our ability to provide our services depends in part upon the quality and reliability of the facilities and equipment provided by our technology, digital services and telecommunications providers, our reliance on a limited number of suppliers of such technology, and the services and products of our clients.

The success of our business depends in part on our ability to provide high quality and reliable services, which in part depends upon the proper functioning of facilities and equipment (including appropriate hardware and software and technological applications) provided by third parties and our reliance on a limited number of suppliers of such technology, and is, therefore, beyond our control. As we lease our facilities from third parties, our ability to provide high quality and reliable services depends, in part, on our ability to maintain existing leases and accurately project our facility capacity requirements. Any early termination of a lease or failure to accurately predict facility requirements may cause us to have to relocate and cause disruptions to our services and business. When we enter new geographies, we often enter into shorter term arrangements with co-working space providers and these arrangements may be subject to more frequent changes in terms given the short duration of these arrangements, which can result in less intermediate term predictability of the terms in these arrangements.

We also depend on the telecommunication services provided by local telecommunication companies in the countries in which we operate, and any significant disruptions in these services would adversely affect our business. If these or other third-party providers fail to maintain their equipment properly or fail to provide proper services in a timely or reliable manner, our clients may experience service interruptions. If interruptions adversely affect our services or the perceived quality and reliability of our services, we may lose client relationships or be forced to make significant unplanned investments in the purchase of additional equipment from other providers to ensure that we can continue to provide high quality and reliable services to our clients. In addition, if one or more of the limited number of suppliers of our technology cannot deliver or provide us with the requisite technology on a timely basis, our clients could suffer further interruptions. Any such interruptions may have a material adverse effect on our business, financial condition and results of operations.

Our key technology systems and facilities may be damaged in natural disasters such as earthquakes or fires or subject to damage or compromise from human error, technical disruptions, power failure, computer glitches and viruses, telecommunications and digital services failures, adverse weather conditions and other unforeseen events, all of which are beyond our control. Such events may cause disruptions to information systems, electrical power, and telephone and digital service for sustained periods. Any significant failure, damage or destruction of our equipment or systems, or any major disruptions to basic infrastructure such as power and telecommunications and digital systems in the locations in which we operate, could impede our ability to provide services to our clients and thus adversely affect their businesses, which may have a negative impact on our reputation and may cause us to incur substantial additional expenses to repair or replace damaged equipment or facilities.

While we currently have property damage and comprehensive general liability insurance in force, our insurance coverage may not be sufficient to compensate for the costs of repairing the damage caused by such disruptive events and such events may not be covered under our policies. With respect to losses which are covered by our policies and subject to deductibles, exclusions, and/or limitations, it may be difficult and time-consuming to recover such losses from insurers. In addition, we may not be able to recover the full amount of losses incurred from the insurers. Prolonged disruption of our services, even if due to events beyond our control, could also cause our clients to terminate their contracts with us, which would have a material adverse effect on our business, financial condition and results of operations.

In addition, in some areas of our business, we depend upon the quality and reliability of the services of our clients, which we help to sell to their end-customers. If the services we provide to our clients are disrupted due to technical difficulties or if there is any disruption to our services based on the foregoing factors, then the result may have an adverse effect on our business, financial condition and results of operations.

 

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Furthermore, any increase in the costs of telecommunications and digital services and products provided by third parties, including equipment, software, information technology products and related services and workstations has a direct effect on our operating costs. Our clients may impose certain technological requirements or additional requirements beyond those implemented upon the initial project setup that may not be included in our current fee arrangements. In such cases, we may not be compensated for these additional costs and have to absorb such costs. The costs of telecommunications and digital services are subject to a number of factors, including changes in regulations and the market as well as competitive factors such as the concentration and bargaining power of technology and telecommunications and digital services providers and suppliers, most of which are beyond our control or which we cannot predict. The increase in the costs of these essential services and products could have an adverse effect on our business, financial condition and results of operations.

We may be unable to obtain future financing on favorable terms, or at all, to fund expected capital expenditure, potential opportunistic acquisitions and working capital requirements.

Our industry is characterized by high working capital requirements primarily relating to new investments in operating sites and employee resources to meet the requirements of our clients. We incur significant start-up costs related to investments in infrastructure to provide our services, including costs of establishing our delivery centers in accordance with our clients’ preferred specifications and hiring and training of employees, with such expenses being historically incurred before revenue is generated. There are also often additional start-up costs associated with entering new geographic markets, including expenses for establishing new operational centers as we grow our business and developing the infrastructure for engagements with clients in these new geographies.

We may, at some stage in the future, require funding for capital expenditures, potential opportunistic acquisitions or working capital requirements. Our sources of additional funding, if required, may include the incurrence of debt or the issue of equity or debt securities or a combination of both. If we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, and this could have a significant effect on our profitability and cash flows and we may be subject to additional covenants that could affect our business. Furthermore, in the event that we do decide to incur additional debt in the future, there can be no assurance that we will be successful in securing such additional financing on commercially reasonable terms, or at all. Any failure to obtain debt financing in the future could limit our ability to implement our growth strategy and could limit our ability to access cash flows from operations.

Any of the foregoing could have an adverse effect on our business, financial condition and results of operations.

 

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Anti-outsourcing legislation, if adopted, and negative perceptions associated with offshore outsourcing could impair our ability to serve our clients and materially adversely affect our business, results of operations and financial condition.

The practice of outsourcing services to organizations operating in other countries is a topic of political discussion, including in the United States, which is our largest market in terms of location of our clients’ end-customers, as well as other regions in which we have clients or where their customers are located. For example, measures aimed at limiting or restricting outsourcing by U.S. companies may be put forward for consideration by the U.S. Congress and in state legislatures to address concerns over the perceived association between offshore outsourcing and the loss of jobs in the U.S. If any such measure is enacted, our ability to provide services to our clients could be impaired.

In addition, from time to time there has been publicity about purported negative experiences associated with offshore outsourcing, such as alleged domestic job loss and theft and misappropriation of sensitive client or customer data, particularly involving service providers in Asia. Current or prospective clients may elect to perform certain services themselves or may be discouraged from utilizing customer experience solutions providers like us due to negative perceptions that may be associated with us, our business model or our industry. Any slowdown or reversal of existing industry trends toward utilizing customer experience solutions providers would seriously harm our ability to compete effectively with competitors that provide the majority of their services from the country in which our clients operate.

We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

Our business activities are subject to various export control, import, and trade and economic sanction laws and regulations promulgated in the jurisdictions in which we operate or otherwise applicable to our business. We refer to these laws and regulations collectively as Trade Controls. Trade Controls may prohibit or restrict our ability to offer certain services, or sell, supply or use certain tools or products, including various technology tools and products. We operate in many jurisdictions through the world, including China, and may encounter prohibitions or restrictions on our ability to transact with certain governments, persons, entities, countries, and territories, including those that are the target of applicable sanctions regulations. While we have implemented certain controls designed to promote and achieve compliance with applicable Trade Controls, our platform and services may have in the past violated, and could in the future violate or be provided in violation of, such laws, despite the precautions we take. Further, changes in our services or future changes in Trade Controls may create delays in the introduction of services in international markets or, in some cases, prevent the export or import of products we use in our services and services we provide to certain countries, governments, or persons altogether. Any change in Trade Controls could result in decreased use of our services by existing or potential customers.

Any failure to comply with applicable Trade Controls may materially affect us through reputational harm, as well as other negative consequences, including government investigations and penalties. Accordingly, we may incur operational costs to support our ongoing compliance with Trade Controls at all levels of our business. Any failure by us to comply with any Trade Controls may have an adverse effect on our business, financial condition and results of operations.

Adverse developments affecting banks, other financial institutions, transactional counterparties or the financial services industry generally, such as actual events or concerns involving liquidity, defaults or non-performance, could adversely affect our business, financial condition and results of operations.

Actual events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect banks, other financial institutions, transactional counterparties or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. For example, in March 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or FDIC, as receiver. In the same month, each of Signature Bank and Silvergate Capital Corp. were swept into receivership.

 

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Although we did not have any cash balances on deposit with these banks and are not a borrower or party to any agreement with these banks, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.

In addition, our cash balances are deposited with certain banks and financial institutions around the world. There can be no guarantee that such banks and financial institutions will not encounter any liquidity constraints or failures in the future. Any constraints or failures of a bank or financial institution to return deposits to us could materially and adversely impact our cash and cash equivalents, operating liquidity and financial condition, and there can be no assurances that regulators, buyers or others will intervene to ensure access to uninsured or unprotected funds. As a result, our access to our cash and cash equivalents in amounts adequate to finance our operations could be significantly impaired, which could adversely impact our ability to meet our operating expenses, result in breaches of our contractual obligations or result in violations of applicable law, any of which could have material adverse impacts on our business, financial condition and results of operations.

Our business, financial condition and results of operations may be adversely affected by the negative impact on the global economy and capital markets resulting from military conflicts or geopolitical tensions.

Global markets are experiencing volatility and disruption following the escalation of geopolitical tensions. Although the length and impact of any ongoing military conflict is highly unpredictable, such conflicts have led to market disruptions, including significant volatility in commodity prices, inflationary pressures, credit and capital markets as well as supply chain disruptions.

We cannot predict the progress or outcome of these conflicts or governmental reactions that are developing beyond our control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the affected region could have a material adverse effect on the global economy, and such effect could materially and adversely impact our business, results of operations, financial condition, liquidity and outlook of our business. Any such disruptions may also magnify the impact of other risks described in this “Risk factors” section.

The imposition of barriers to trade or escalation of trade disputes could materially and adversely affect demand for our services.

There has been a global escalation of barriers to trade in recent years, including with respect to the United States and China imposing tariffs and trade barriers on trade with each other. Any imposition of new tariffs or other trade barriers or the escalation of any trade dispute may adversely affect the global economy and businesses of our clients, which, in turn, would also adversely affect demand for our services. A downturn in the global economy or the economies of countries in which we or our clients operate as a result of any trade dispute could adversely affect our business, financial condition and results of operations.

In addition, current government actions undertaken by various governments to stimulate their respective economies and future government action, including interest rate decreases, changes in monetary policy or intervention in the exchange markets and other government action to adjust the value of the local currency, may trigger inflation. Furthermore, governmental measures to control inflation may include maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. As a result, interest rates may fluctuate significantly. Losses incurred based on the exchange rate used may be exacerbated if regulatory restrictions are imposed when these currencies are converted into U.S. dollars.

The occurrence of such fluctuations, devaluations or other currency risks could have a material adverse effect on our business, financial condition and results of operations.

 

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Risks Related to Countries Where We Operate

Developments in the social, political, regulatory and economic environment in the countries where we operate may have a material and adverse impact on us.

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in countries in which we operate. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation. For example, we have considerable operations in Singapore, Malaysia, Thailand and the Philippines and negative developments in these countries’ socio-political environment may adversely affect our business, financial condition, results of operations and prospects. Although the overall economic environment in Singapore and other countries where we operate appears to be largely stable, there can be no assurance that this will continue to prevail in the future.

If inflation increases significantly across the countries where we operate, our business, results of operations, financial condition and prospects could be materially and adversely affected.

The global economy has experienced higher than expected inflationary pressures in 2022 and 2023, related to, among other things, continued supply chain disruptions, labor shortages and geopolitical instability. Should inflation across the countries where we operate increase significantly, our costs, including our employee costs, may increase. See “—Risks Related to Our Business and Industry—Increases in employee salaries and benefits expenses as well as changes to labor laws could affect our business.” Furthermore, high inflation rates could have an adverse effect on countries’ economic growth, business climate and dampen domestic consumer purchasing power. As a result, a high inflation rate across the countries where we operate could materially and adversely affect our business, results of operations, financial condition and prospects. See “—Risks Related to Our Business and Industry—Spending on omnichannel CX solutions, sales and digital marketing services, 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.”

Disruptions in the international trading environment may adversely impact our business, financial condition and results of operations.

The success and profitability of our international activities depend on certain factors beyond our control, such as general economic conditions, labor conditions, political stability, macro-economic regulating measures, tax laws, import and export duties, transportation difficulties, fluctuation of local currency and foreign exchange controls of the countries in which we sell our services, as well as the political and economic relationships among the jurisdictions where we source products and jurisdictions where our clients’ customers are located. As a result, our services will continue to be vulnerable to disruptions in the international trading environment, including adverse changes in foreign government regulations, political unrest and international economic downturns. Any disruptions in the international trading environment may affect the demand for our services, which could impact our business, financial condition and results of operations.

Natural events, pandemics, wars, terrorist attacks and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence.

Natural disaster events (such as volcano eruptions, typhoons, floods and earthquakes), pandemics (including the COVID-19 pandemic), terrorist attacks and other acts of violence or war may adversely disrupt our operations, lead to economic weakness in the countries in which they occur and affect worldwide financial markets, and could potentially lead to economic recession, which could have an adverse effect on our business, financial condition and results of operations. These events could adversely affect our clients’ levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our people and to our business operations around the world.

 

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We are exposed to risks associated with outbreaks of epidemics, infectious diseases and other communicable disease outbreaks, including the COVID-19 outbreak.

Infectious viruses and diseases are a threat to the stability of many of the countries in which we operate and our employees in those countries, especially where limited local health infrastructure weakens governments’ ability to manage and contain outbreaks effectively.

To the extent the COVID-19 pandemic, and future pandemics or any other communicable disease (or measures implemented to control them) adversely affect us and our customers, they may also have the effect of heightening many of the risks described in this “Risk factors” section. Any of the foregoing factors could have a material adverse effect on our business, financial condition and results of operations, cash flows and access to capital markets and our ability to service our existing and future indebtedness, particularly if such outbreaks and developments are inadequately controlled, are prolonged, or if they occur in regions where we derive a significant amount of our revenue or where our suppliers and business partners are located.

Our subsidiaries in Thailand are subject to restrictions on foreign ownership of their shares under Thai law.

We have two subsidiaries in Thailand, namely, Teledirect Telecommerce (Thailand) Limited, or TDTH, in which TDCX SG owns 49% and two Thai shareholders own 51%, and Comparexpress Insurance Broker (Thailand) Ltd., or Comparexpress, in which TDTH, TDCX SG and our Founder hold 60%, 39.999% and 0.001%, respectively, of the total share capital. With respect to TDTH, the shareholders have agreed on certain arrangements, whereby (i) TDCX SG provided the Thai shareholders with interest-free loans for the payment for their shares in TDTH; (ii) such shares are pledged in favor of TDCX SG as security for repayment of such loans; (iii) so long as any amount relating to their respective loan remains unpaid, the Thai shareholders must, at TDCX SG’s demand, assign to TDCX SG or its designee all of their voting rights pertaining to such shares in respect of any meeting of shareholders; and (iv) the Thai shareholders shall, upon notice from TDCX SG, sell and transfer such shares to TDCX SG or its designee. In addition, pursuant to the articles of association of TDTH, if and to the extent that it declares dividends, the Thai shareholders, as holders of preference shares, are entitled to receive preferential dividends in an amount of 10% of the par value of those preference shares (such par value being 100 Thai baht per preference share) before distribution of any dividends to the holders of ordinary shares.

Pursuant to the Thai Foreign Business Act B.E. 2542 (1999), or the FBA, a person or entity that is “Non-Thai” (as defined in the FBA and described in “Item 4. Information on the Company—B. Business overview. Regulatory Environment—Thailand”) cannot conduct certain restricted businesses in Thailand, including the businesses that our subsidiaries in Thailand operate, unless an appropriate license is obtained. As our subsidiaries in Thailand are more than 50% owned by Thai persons or entities, our Thai subsidiaries are not required by the FBA to obtain the license prescribed thereunder. Under the FBA, it is also unlawful for a Thai national or entity to hold shares in a Thai company as a nominee for or on behalf of a foreigner in order to circumvent the foreign ownership restrictions. While there are no prescribed requirements or criteria under the FBA or promulgated by the Ministry of Commerce of Thailand for determining whether a Thai national or entity is holding shares in a Thai company with his or her own genuine investment intent or as a nominee for or on behalf of a foreigner, the investigation manual published in 2015 by the Department of Special Investigation, a government authority which is authorized to conduct investigations on potential violations of the FBA, indicates that the following factors, will be taken into account in an investigation: (i) the intention of the parties, (ii) the source of funds of both shareholders and the company and source of the company’s working capital, (iii) the shareholding structure, types of shares, voting rights and control of the Thai and foreign shareholders in the Thai company, and (iv) the distribution of dividends by the Thai company to the Thai and foreign shareholders.

In addition, the Civil and Commercial Code of Thailand (as amended), with effect from February 7, 2023, requires a private company to have a minimum number of two shareholders. Failure to comply with such minimum shareholder requirement are grounds on which a Thai court could order dissolution of the company.

 

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Our Thai counsel, Thanathip & Partners Legal Counsellors Limited, is of the opinion that the ownership structure of each of our Thai subsidiaries is in compliance with the FBA based on, among other things, the fact that a majority of the share capital of each Thai subsidiary is held by Thai nationals or entities for their own benefit. There can be no assurance that the Ministry of Commerce of Thailand will not interpret the FBA or evaluate the shareholding structures or shareholding arrangements of our Thai subsidiaries differently and hence reach a different conclusion, which could lead to an action being brought in the Thai court. In the event of such action and if the Thai court determines that the ownership structure of any of our subsidiaries in Thailand for any reason constitutes an illegal nominee arrangement, it may order sanctions, which may include criminal sanctions against us and the Thai shareholders of such subsidiaries in Thailand, and such subsidiaries may be ordered to cease operations in Thailand. If the ownership structure of our Thai subsidiaries is found to be invalid, existing arrangements permit TDCX SG to repurchase the relevant shareholder’s shares in order to sell them to a suitable third party or take other steps to comply with the FBA. Under such circumstances and despite potential sanctions with respect to past non-compliance, we would inform the Ministry of our intent and efforts to remedy any determination of non-compliance and seek possible relief from sanctions with an aim at enabling each of our Thai subsidiaries to continue its business operations going forward. There can be no assurance that the Ministry would grant us such relief or that we would be able to complete any sales of shares to a suitable third party in a timely manner.

If the PRC government deems that Agorae Beijing’s contractual arrangements did not comply with PRC regulatory restrictions on foreign investment or VATS License requirements, we could be subject to adverse consequences.

Until and including August 12, 2022, Agorae Information Consulting (Beijing) Co., Ltd., or Agorae Beijing, our wholly owned subsidiary incorporated in the PRC, provided consulting services to Beijing Rongma Tiancheng Information Technology Co. Ltd., or RMTC, a third-party domestically owned PRC company with relevant PRC call center licenses, to support RMTC’s provision of call center services to customers in China. Agorae Beijing’s arrangements with RMTC include a revenue sharing agreement, pursuant to which substantially all of the proceeds from operations of RMTC were received by us.

Under the Foreign Investment Law of the People’s Republic of China, or the PRC Foreign Investment Law, which came into effect as of January 1, 2020, businesses operating in industries on the “negative list” are subject to restrictions on foreign ownership. Call center services are a sub-segment of the value-added telecommunications sector, which was included on the negative list until July 2019 (pursuant to the Special Management Measures for the Market Entry of Foreign Investment (Negative List) (2018 Version) and its previous versions). As a result, prior to July 2019, a foreign owned entity, such as Agorae Beijing, could provide call center services in the PRC only through a joint venture with a PRC partner, and the foreign entity was able to hold no more than 50% of the equity in the joint venture. This restriction has been lifted pursuant to the Special Management Measures for the Market Entry of Foreign Investment (Negative List) (2019 Version) which came into effect on July 30, 2019. The Telecommunication Regulation of the People’s Republic of China, or the PRC Telecommunication Regulation, which was enacted on September 25, 2000 and amended on July 29, 2014 and February 6, 2016, and the Measures on Administration of Licensing for Telecommunication Operation, or Measures on Administration of Licensing for Telecommunication Operation, which came into effect as of September 1, 2017, require that a call center operator in the value-added telecommunications industry obtain a value-added telecommunication service license, or VATS License. Although the restriction on foreign shareholding in call center services businesses has now been lifted, the national implementation rules on how a foreign owned entity can apply for the VATS License have not been promulgated, and it is unclear whether or when the national implementation rules will be enacted.

Agorae Beijing, notwithstanding its arrangements with RMTC, could be deemed to have engaged in a call center business in the PRC in contravention of the negative list and relevant regulations. In such circumstances, the PRC Ministry of Industry and Information Technology (or its local counterparts) could impose sanctions against Agorae Beijing for having engaged in a call center business without obtaining a VATS License, including confiscating illegal income, imposing a penalty of three to five times of the entity’s illegal income, ordering the entity to suspend its operations, invalidating relevant agreements and prohibiting the entity from obtaining a VATS License in the future. In addition, historical practices in contravention of relevant rules might have an adverse impact on our ability to obtain a VATS License in the future through Agorae Beijing. While our other wholly owned subsidiary incorporated in Shanghai, PRC, has obtained a VATS License, the coverage of this license is limited to the Shanghai Free Trade Zone and does not include the business of Agorae Beijing.

There can be no assurances that we would be able to obtain a VATS License if we decided to apply for such a license or that, if we were able to obtain such a license, that we would not incur transition expenses and/or be able to directly hire employees on commercially reasonable terms or at all. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations, prospects and reputation.

 

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Risks Relating to Investments in Cayman Companies

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law, we conduct substantially all of our operations and all of our directors and executive officers reside outside of the United States.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by, among other things, our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands, or Cayman Companies Act, as amended from time to time, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, the register of mortgages and charges and special resolutions of the shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. For example, as a Cayman Islands exempted company, we are not obliged by the Cayman Companies Act to call shareholders’ annual general meetings, but our memorandum and articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. Most of our current operations are conducted in Asia. In addition, our current directors and executive officers are not United States nationals or residents. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the jurisdictions that comprise the Asia region may render you unable to enforce a judgment against us, our assets, our directors and executive officers or the assets of our directors and executive officers.

 

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Risks Related to our ADSs

Our Founder, Executive Chairman and Chief Executive Officer, Laurent Junique, has considerable influence over important shareholder matters due to his significant voting power over our shares. Our dual-class voting structure will, among other things, limit Class A ordinary shareholders’ ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares may view as beneficial.

Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are different only with respect to voting, conversion and transfer rights. Holders of Class A ordinary shares are entitled to one vote per share in respect of matters requiring the votes of shareholders, while holders of Class B ordinary shares are entitled to ten votes per share, subject to certain exceptions. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary share by a shareholder to any person who is not an affiliate of such shareholder, or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not an affiliate of the registered shareholder of such Class B ordinary share, such Class B ordinary share will automatically and immediately convert into one Class A ordinary share. Each of our Class B ordinary shares is convertible into one Class A ordinary share at any time and will convert automatically upon the earlier of (i) the date that is 15 years from September 30, 2021; and (ii) nine months after the death or permanent disability of Mr. Junique. Due to the disparate voting powers associated with our two classes of ordinary shares, Mr. Junique holds approximately 98.4% of the aggregate voting power of our Company. As a result, Mr. Junique has considerable influence over matters such as electing or removing directors, approving any amendments to our constitution and approving material mergers, acquisitions or other business combination transactions. Furthermore, Mr. Junique has no obligation to guarantee our debt in the future and it may not be in his interest to do so. If Mr. Junique decides not to guarantee any future debt of the Company, it may adversely affect our ability to incur debt, or the terms of any debt we incur, in the future.

For the foreseeable future, holders of our Class A ordinary shares and ADSs will not have a meaningful voice in our corporate affairs and that the control of our Company will be concentrated with Mr. Junique. This concentrated control will, among other things, limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares and ADSs of the opportunity to sell their shares at a premium over the prevailing market price. For a description of the dual-class structure, see “Item 10. Additional Information—B. Memorandum and articles of association.”

The trading price of the ADSs may be volatile in the future.

The ADSs may trade at prices significantly below their current price and the trading price of the ADSs may fluctuate widely, depending on many factors, including, but not limited to:

 

   

our ability to successfully consummate the Merger;

 

   

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;

 

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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;

 

   

the development of new technologies such as generative AI which may be perceived by the investment community as a threat to our business and the industry in which we operate;

 

   

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; and

 

   

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.

Furthermore, the stock market has been experiencing significant price and volume fluctuations. This volatility has had a significant impact on the market price of the ADSs since our initial public offering as well as the securities issued by many companies, including companies in our and related industries. The volatility frequently appears to occur without regard to the underlying operating performance of the affected companies. As a result, the price of the ADSs could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price.

Because we do not expect to pay cash dividends in the foreseeable future, you must rely on a price appreciation of the ADSs for a return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ADSs as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

 

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Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.

Our ability to pay dividends depends on many factors and we cannot guarantee you that we will pay dividends in the future.

Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions (including in the agreements governing our credit facility or other debt instruments), capital requirements, business prospects and other factors our board of directors may deem relevant. Pursuant to the Merger Agreement, we have agreed to not declare, set aside, make or pay any dividend with respect to our ordinary shares during the pendency of the Merger, without the prior written consent of our Principal Shareholder. In addition, pursuant to Cayman Islands laws, no dividends may be paid except out of profits or share premium. Furthermore, existing and future financing arrangements may contain covenants that impose restrictions on our business and on our ability to pay dividends under certain circumstances.

We cannot provide assurances regarding the amount or timing of any potential future dividend payments and may decide not to pay dividends in the future. As a result, you should not rely on an investment in the ADSs to provide dividend income and if we do not pay dividends, capital appreciation, if any, of our ordinary shares will be a shareholder’s sole source of gain for the foreseeable future. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.”

As a foreign private issuer and “controlled company” within the meaning of the NYSE rules, we are permitted to, and we rely on and intend to continue to rely on exemptions from certain corporate governance standards, including the requirement that a majority of our board of directors consist of independent directors. Our reliance on such exemptions may afford less protection to holders of the ADSs.

The NYSE corporate governance rules require listed companies to have, among other things, a majority of independent board members, a minimum of three members on our audit committee, and independent director oversight of executive compensation, nomination of directors and corporate governance matters, and listed companies to seek, among other things, shareholder approval for the issuance of 20% or more of their outstanding ordinary shares as well as in connection with certain related party transactions. As a foreign private issuer under the securities laws of the United States and “controlled company” within the meaning of the NYSE corporate governance standards, we are permitted to rely on exemptions from certain NYSE corporate governance practices.

A foreign private issuer must disclose in its annual reports filed with the SEC, each NYSE requirement with which it does not comply followed by a description of its applicable home country practice. As an exempted company incorporated in the Cayman Islands and listed on the NYSE, we follow our home country practice with respect to the composition of our board of directors and we do not expect a majority of our directors to be independent. The Cayman Companies Act and our memorandum and articles of association do not require a majority of our directors to be independent. As such, unlike the position if we were required to comply with the requirements of the NYSE, we do not need to maintain a board comprising a majority of independent directors. As a result, non-independent directors may, among other things, resolve governance issues regarding our Company. We also follow our home country practice with respect to the organization of annual shareholders’ meetings. While the relevant NYSE corporate governance rule requires that a listed company must have an annual shareholders’ meeting during each fiscal year, as a Cayman Islands exempted company, we are not obliged by the Cayman Companies Act to call shareholders’ annual general meetings. In addition, our memorandum and articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting.

 

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As long as we rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, a majority of the directors on our board of directors are not required to be independent directors, our audit committee is not required to have a minimum of three members, and neither our compensation committee nor our nominating and corporate governance committee is required to be comprised entirely of independent directors. Therefore, our board of directors’ approach to governance is different from that of a board of directors consisting of a majority of independent directors, and, as a result, the management oversight of our Company may be more limited than if we were subject to all of the NYSE corporate governance standards.

In the event we no longer qualify as a foreign private issuer, we intend to rely on the “controlled company” exemption under the NYSE corporate governance rules. A “controlled company” under the NYSE corporate governance rules is a company of which more than 50% of the voting power is held by an individual, group or another company. Our Founder, Executive Chairman and Chief Executive Officer, controls a majority of the voting power of our issued and outstanding ordinary shares, making us a “controlled company” within the meaning of the NYSE corporate governance rules. As a controlled company, we are eligible to and, in the event we no longer qualify as a foreign private issuer, we intend to, elect not to comply with certain of the NYSE corporate governance standards, including the requirement that a majority of directors on our board of directors are independent directors and the requirement that our compensation committee and our nominating and corporate governance committee consist entirely of independent directors.

Accordingly, in the future you may not have the same protections afforded to holders of securities of companies that are subject to all of the requirements under United States federal securities laws and the NYSE corporate governance standards.

You may experience dilution of your holdings due to an inability to participate in rights offerings.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement for the ADSs, the depositary will not offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act, or exempt from registration under the Securities Act with respect to all holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to cause such a registration statement to be declared effective. In addition, we may not be able to take advantage of any exemptions from registration under the Securities Act. Accordingly, holders of the ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result.

An active trading market for the ADSs may not continue to develop, and you may not be able to sell your ADSs at or above the current price.

Prior to our initial public offering, there has been no public market for the ADSs or our Class A ordinary shares. In addition, we have entered into the Merger Agreement and made a public announcement of the per share merger consideration. There can be no assurances that an active trading market for the ADSs may continue to develop or be sustained (including due to any share repurchases we may undertake). If an active trading market does not continue to develop or, if the ADSs are traded at a price that is close to the per share merger consideration, you may have difficulty selling your ADSs at an attractive price, or at all. The current price for the ADSs may not be indicative of prices that will prevail in the open market following in the future. Consequently, you may not be able to sell the ADSs at or above the current price or at any other price or at the time that you would like to sell.

An inactive market may also impair our ability to raise capital by selling the ADSs, and it may impair our ability to attract and motivate our personnel through equity incentive awards.

Future sales of the ADSs, the Class A ordinary shares or our other equity securities, and the availability of a large number of such securities for sale, could depress the price of the ADSs.

The sale of a significant number of the ADSs, Class A ordinary shares or our other equity securities in the public market, or the perception that such sales may occur, could materially and adversely affect the market price of the ADSs. These factors could also materially impair our ability to raise capital through equity offerings in the future.

Any substantial sale or perceived substantial sale of the ADSs, Class A ordinary shares or the Class B ordinary shares over a short period of time could cause the price of the ADSs to fall. Similar sales of Class A ordinary shares by holders after vesting of share awards under the PSP, the vesting of warrants to acquire our ADSs granted to Airbnb or by holders of options who have exercised their options under any other incentive plan that we may implement in the future could also cause the price of the Class A ordinary shares to fall.

 

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If the Merger does not consummate, you will experience substantial dilution as a result of future equity issuances.

On August 26, 2021, we adopted the PSP, which allows us to offer Class A ordinary shares or ADSs to our employees, directors, officers, and consultants. Pursuant to the PSP, the aggregate nominal number of shares over which our board of directors may award is 5.0% of our total issued and outstanding shares on a fully diluted as-converted basis, which is 7,288,140 shares. We may also implement other employee equity participation programs, such as employee stock option programs.

On September 2, 2022, we entered into a warrant agreement with Airbnb whereby we granted Airbnb warrants to purchase up to 490,000 of our ADSs subject to vesting, adjustment and other terms and conditions set forth therein. The vesting of the warrants is subject to satisfaction of certain fee milestones with respect to services provided to Airbnb under the MSA that commenced on August 1, 2021. Such warrants, if exercised, will cause immediate dilution to our shareholders, and if we issue such warrants with an exercise price less than the price of our ADS paid by our holders, such holders of our ADSs will experience immediate economic dilution upon the exercise of such warrants.

If the Merger does not consummate and when we issue additional equity securities, whether pursuant to the warrants issued to Airbnb, the PSP or for any other reason, you will experience additional dilution and our earnings per share will be reduced. In addition, any sales in the public market of any common shares issuable upon the exercise of a warrant could adversely affect the market price of our equity shares or ADSs.

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the price of our ADSs and trading volume could decline.

The trading market for the ADSs will depend, in part, on the research reports that securities or industry analysts publish about us or our business. We may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of our Company, or if these securities or industry analysts are not widely respected within the general investment community, the trading price for the ADSs would be negatively impacted. In the event that we obtain securities or industry analyst coverage, if one or more of the analysts who cover us downgrade the ADSs or publish inaccurate or unfavorable research about our business, the price per ADS would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, demand for the ADSs could decrease, which might cause the price per ADS and trading volume to decline.

The depositary for the ADSs gives us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders’ meetings if you do not give voting instructions to the depositary, except in limited circumstances, which could adversely affect your interests.

Under the deposit agreement for the ADSs, the depositary gives us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders’ meetings if you do not give voting instructions to the depositary, unless:

 

   

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.

 

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The effect of this discretionary proxy is that, if you fail to give voting instructions to the depositary, you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for shareholders to influence our management. Holders of our ordinary shares are not subject to this discretionary proxy.

The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote your ordinary shares.

As a holder of ADSs, you are only able to exercise the voting rights with respect to the underlying ordinary shares represented by your ADSs in accordance with the provisions of the deposit agreement. You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote. Under the deposit agreement, you must vote by giving voting instructions to the depositary. If we ask for your instructions, then upon receipt of your voting instructions, the depositary will try to vote the underlying ordinary shares represented by your ADSs in accordance with these instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise your right to vote with respect to the underlying ordinary shares represented by your ADSs unless you withdraw the underlying ordinary shares represented by your ADSs from the depositary and become a registered holder of such ordinary shares. When a general meeting is convened, you may not receive sufficient advance notice to withdraw the underlying ordinary shares represented by your ADSs to allow you to vote with respect to any specific matter. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We have agreed to give the depositary prior notice of shareholder meetings as far in advance of the meeting date as practicable. Nevertheless, we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the ordinary shares underlying your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the underlying ordinary shares represented by your ADSs are not voted as you requested.

You may be subject to limitations on the transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADSs on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Forum selection provisions in our memorandum and articles of association and our deposit agreement with the depositary bank could limit the ability of holders of our Class A ordinary shares, ADSs or other securities to obtain a favorable judicial forum for disputes with us, our directors and officers, the depositary bank, and potentially others.

Our memorandum and articles of association provide that the United States District Court for the Southern District of New York is the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than our Company. Our deposit agreement provides that the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall have exclusive jurisdiction over any suit, action or proceeding against or involving us or the depositary, arising out of or relating in any way to the deposit agreement or the transactions contemplated thereby or by virtue of owning the ADSs or ADRs. However, the enforceability of similar federal court choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings in the United States, and it is possible that a court could find this type of provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits. If a court were to find the federal choice of forum provision contained in our memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. If upheld, the forum selection clause in our memorandum and articles of association, as well as the forum selection provision in the deposit agreement, may limit a security-holder’s ability to bring a claim against us, our directors and officers, the depositary bank, and potentially others in his or her preferred judicial forum, and this limitation may discourage such lawsuits. In addition, the Securities Act provides that both federal and state courts have jurisdiction over suits brought to enforce any duty or liability under the Securities Act or the rules and regulations thereunder. Accepting or consenting to this forum selection provision does not represent you are waiving compliance with federal securities laws and the rules and regulations thereunder. The exclusive forum provision in our memorandum and articles of association will not operate so as to deprive the courts of the Cayman Islands from having jurisdiction over matters relating to our internal affairs.

 

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The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, our management has additional obligations that require their attention and, we incur additional legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We also incur and will continue to incur costs associated with the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented or to be implemented by the SEC and the rules of the NYSE. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers and will require our management and personnel to devote a substantial amount of time to comply with these rules and regulations. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of the ADSs and/or ordinary shares, fines, sanctions and other regulatory action and potentially civil litigation.

If, in the future, we are deemed not to be an emerging growth company, then under Section 404 of the Sarbanes-Oxley Act, we will be required to furnish a report by our management on our internal control over financial reporting. To achieve compliance with Section 404 within the prescribed period, we would become engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we would need to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite any future efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404. If we were to identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

We may lose our foreign private issuer status which would then require us to comply with the domestic reporting regime of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)’ and cause us to incur significant legal, accounting and other expenses.

We are a foreign private issuer and therefore we are not required to comply with certain reporting requirements of the Exchange Act applicable to U.S. domestic issuers, including:

 

   

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;

 

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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.

In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. As a result of the above, you may not have the same protections afforded to shareholders of public companies that are not foreign private issuers.

In order to maintain our current status as a foreign private issuer, either (a) a majority of our shares must be either directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of our executive officers or directors may not be United States citizens or residents, (ii) more than 50% of our assets cannot be located in the United States and (iii) our business must be administered principally outside the United States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and NYSE rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time-consuming and costly. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make the ADSs less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States. These provisions include:

 

   

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.

We would cease to be an emerging growth company if we have more than US$1.235 billion in annual revenue, have more than US$700 million in market value of our ordinary shares held by non-affiliates or issue more than US$1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of the above-described provisions. For example, we have taken advantage of reduced reporting requirements in this annual report. Accordingly, the information contained herein may be different than the information you receive from other public companies.

We cannot predict if investors will find the ADSs less attractive as a result of our reliance on exemptions under the JOBS Act. If some investors find the ADSs less attractive as a result, there may be a less active trading market for the ADSs and our share price may be more volatile.

 

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We may be classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes, which could subject U.S. Holders of the ADSs or ordinary shares to significant adverse United States income tax consequences.

For United States federal income tax purposes, a non-United States corporation, such as our company, will be treated as a “passive foreign investment company,” or PFIC if, in the case of any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon our current and expected income and assets (including goodwill) and the expected market price of our ADSs, we do not believe that we were a PFIC for the taxable year ended December 31, 2023 and do not presently expect to be a PFIC for the current taxable year or the foreseeable future.

However, while we believe we were not a PFIC for the taxable year ended December 31, 2023 and do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification of our income and assets. Fluctuations in the market price of our ADSs may cause us to be or become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the market price of our ADSs (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. It is also possible that the Internal Revenue Service may challenge our classification of certain income or assets or the valuation of our goodwill and other unbooked intangibles, which may result in our company being or becoming a PFIC for the current taxable year or future taxable years.

If we were to be or become a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations”) holds our ADSs or ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Item 10. Additional Information—E. Taxation—Passive Foreign Investment Company Considerations.”

 

Item 4.

INFORMATION ON THE COMPANY

 

A.

History and development of the Company.

Our history originates with the founding of Teledirect Pte Ltd, which is now known as TDCX (SG) Pte. Ltd., by our Executive Chairman and Chief Executive Officer, Laurent Junique in 1995 in Singapore.

In 1997, WPP Singapore Pte Ltd, part of the WPP plc group, a London public company which is a provider of communications and advertising services globally, invested in Teledirect Pte Ltd by acquiring 40% of its shares.

In 1999, Oasix Pte Ltd was incorporated as a private company limited by shares under the Companies Act of Singapore. On May 17, 2001, Oasix Pte Ltd changed its name to Agorae Pte Ltd. In September 2018, Agorae Pte Ltd acquired the 40% of issued share capital of Teledirect Pte Ltd held by WPP Singapore Pte Ltd. In January 2019, our Founder reduced his 60% equity interest in Teledirect Pte Ltd through a cancellation of his shares in Teledirect Pte Ltd and Teledirect Pte Ltd became a wholly-owned subsidiary of Agorae Pte Ltd. On December 3, 2019, Agorae Pte Ltd changed its name to TDCX Holdings Pte. Ltd. On December 4, 2019, Teledirect Pte Ltd changed its name to TDCX (SG) Pte. Ltd.

On April 16, 2020, TDCX Inc. was incorporated as an exempted company in the Cayman Islands to acquire our Founder’s shareholder’s interest in TDCX KY, which it did on March 23, 2021 through a series of transactions contemporaneous with the drawdown of the Credit Suisse Facility. TDCX KY had previously acted as the holding company of our subsidiaries.

We operate our business through a number of direct and indirect subsidiaries. As of December 31, 2023, we have subsidiaries in Singapore, Malaysia, Hong Kong, Thailand, the Philippines, Japan, China, Spain, India, Colombia, South Korea, Romania, Indonesia, Australia, Taiwan, Türkiye, Vietnam, Brazil and the United States.

 

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On September 30, 2021, ADSs representing our Class A ordinary shares commenced trading on the NYSE under the symbol “TDCX”. We raised approximately US$324.1 million in net proceeds from the issuance of new shares from our initial public offering after deducting underwriting commissions and the offering expenses payable by us. In October 2021, the underwriters exercised their over-allotment option in full and we raised approximately US$48.6 million in net proceeds from the issuance of new shares after deducting underwriting discounts and offering expenses payable by us.

Our registered office is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our principal executive office is at 750D Chai Chee Road, #06-01/06 ESR BizPark @ Chai Chee, Singapore 469004. Our telephone number at this location is (65) 6309-1688. Our principal website address is www.tdcx.com. The information contained on our website does not form part of this annual report.

On October 13, 2022, we acquired all remaining shares of our Hong Kong associated company, Teledirect Hong Kong Limited (subsequently renamed TDCX (HK) Limited), which then became a wholly-owned subsidiary of TDCX Inc. on that date.

On March 1, 2024, we entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with our Principal Shareholder (“Parent”), and Helium, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which we will be acquired by our Founder and his affiliates (the “Buyer Group”) in a transaction implying an equity value of TDCX Inc. of approximately US$1.037 billion.

The members of the Buyer Group currently beneficially own, in the aggregate, approximately 86.1% of all the issued and outstanding shares, representing approximately 98.4% of the aggregate voting power of the Company. Parent and the Buyer Group members have entered into rollover and contribution agreements, pursuant to which (i) Parent has irrevocably agreed to contribute its shares in TDCX Inc. to the Merger Sub prior to the closing of the Merger (as defined below) in exchange for newly issued ordinary shares of Merger Sub, and (ii) certain other Buyer Group members and their affiliates have irrevocably agreed to contribute their respective shares in TDCX Inc. to the Merger Sub prior to the closing of the Merger in exchange for newly issued ordinary shares of Parent.

Subject to the terms and conditions of the Merger Agreement, the Merger Sub will merge with and into the TDCX Inc. through a “short-form” merger in accordance with Part XVI and in particular section 233(7) of the Companies Act (Revised) of the Cayman Islands (the “Merger”), with TDCX Inc. surviving the Merger as the surviving company and becoming a direct wholly-owned subsidiary of Parent as a result of the Merger.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each Class A ordinary share and each Class B ordinary share (collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined in the Merger Agreement), the Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs), shall be cancelled and cease to exist in exchange for the right to receive US$7.20 in cash per Share without interest; (ii) each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), and each Share represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$7.20 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders pursuant to the deposit agreement for the ADSs); (iii) each vested warrant granted pursuant to the warrant agreement with Airbnb dated September 2, 2022, issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in exchange for the right to receive US$7.19 in cash per vested warrant without interest; and (iv) each Dissenting Share issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist for the right to receive the fair value of such Dissenting Share as determined by the Grand Court of the Cayman Islands in accordance with Section 238 of the Cayman Islands Companies Act.

Our board of directors, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by our board of directors (the “Special Committee”), approved the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors. Because the Merger is a “short-form” merger in accordance with Part XVI and in particular section 233(7) of the Companies Act (Revised) of the Cayman Islands, the Merger does not require a shareholder vote or approval by special resolution of TDCX Inc.’s shareholders if a copy of the Plan of Merger is given to every registered shareholder of TDCX Inc.

The proposed Merger is a “going private transaction” under SEC rules. There is no assurance that the Merger will be consummated. For a discussion of various risks relating to the Merger, see “Item 3. Key Information—D. Risk Factors—Risks Related to the Merger,” and for additional information regarding the Merger, see our Schedule 13E-3 filed with the SEC on March 8, 2024, as amended.

 

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The Merger is currently expected to close in the second quarter of 2024. If completed, the Merger will result in TDCX Inc. becoming a privately-owned company which is directly wholly-owned by Parent, its ADSs will no longer be listed on the NYSE, and the ADS program will be terminated.

See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Resources” for a discussion of our capital expenditures.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, upon payment of a duplicating fee, by writing to the SEC.

 

B.

Business overview.

Our Mission

Our mission is to assist our partners and our people achieve higher success through innovative and high-performance solutions.

Overview

We are a Singapore-headquartered, award-winning digital customer experience solutions provider for innovative technology and other blue-chip companies. We offer omnichannel CX solutions, sales and digital marketing services, and content, trust and safety services. We have specific expertise in providing tailored digital customer experience solutions to manage complex customer interactions that go beyond providing boilerplate responses and which require a highly trained workforce capable of effectively delivering our differentiated services and solutions to our clients and their customers. Our focus on complex digital solutions enables us to provide higher value services and solutions for our clients. Our expertise and strong footprint in Asia have made us a trusted partner for clients looking to tap into the region’s growth potential. In the years ended December 31, 2021, 2022 and 2023 we recorded revenue of S$555.2 million, S$664.1 million and S$658.4 million (US$499.3 million), profit for the year of S$103.8 million, S$104.9 million and S$120.2 million (US$91.1 million) and Adjusted EBITDA of S$183.7 million, S$198.0 million and S$172.7 million (US$131.0 million), respectively. For the same periods, we recorded net profit margins of 18.7%, 15.8% and 18.3%, respectively, and Adjusted EBITDA margins of 33.1%, 29.8% and 26.2%, respectively.

We believe our employees and our distinctive corporate culture are key enablers of our success, a core strength and part of our competitive advantage. Our corporate culture is designed to foster a work environment that attracts, develops and retains a highly skilled workforce that can effectively engage in complex customer interactions. We focus on reinforcing a culture that emphasizes a sustainable and collaborative approach while being fully committed to our clients’ requirements. We strive to ensure that our distinctive culture is incorporated within all the relationships and processes of our organization and fits within our values and goals.

We have an international footprint. As of December 31, 2023, we service our clients’ customers globally in more than 20 languages in 18 geographies: Singapore, Malaysia, Hong Kong, Thailand, the Philippines, Japan, China, Spain, India, Colombia, South Korea, Romania, Indonesia, Australia, Taiwan, Türkiye, Vietnam, and Brazil.

Our business comprises three key service offerings: (1) omnichannel CX solutions; (2) sales and digital marketing services; and (3) content, trust and safety services. We also offer services consisting of miscellaneous activities, such as providing workspaces to existing clients and providing human resource and administration services to clients. We help our clients manage relationships with their customers by providing digital customer experience solutions, such as after-sales service and customer support across ten industry verticals, including travel and hospitality, digital advertising and media and fast-moving consumer goods. Our sales and digital marketing services offering helps our clients market their products and services to potential customers in both the B2C and the B2B markets. Our content, trust and safety services offering helps our clients create a safe and secure online environment for social media and online platforms by providing a human touch to content, trust and safety services.

 

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Key Financial and Operational Metrics

The following table sets forth our key financial and operating metrics as of and for the periods indicated.

 

     Year Ended December 31,  
     2023      2022      2021  

Revenue (S$ thousands)

     658,351        664,120        555,198  

Profit for the year (S$ thousands)

     120,150        104,938        103,842  

EBITDA (S$ thousands)(1)

     180,544        180,306        179,802  

Adjusted EBITDA (S$ thousands)(1)

     172,686        198,010        183,683  

Net profit margin (%)

     18.3        15.8        18.7  

EBITDA margin (%)(1)

     27.4        27.1        32.4  

Adjusted EBITDA margin (%)(1)

     26.2        29.8        33.1  

Number of clients(2)

     97        84        52  

Debt (bank loans) (S$ thousands)

     —         —         16,810  

 

Notes:

(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 (or net reversal) incurred in connection with our PSP, net foreign exchange gains or losses and acquisition-related professional fees. The reported amounts for Adjusted EBITDA for the financial year ended December 31, 2023 include adjustments for certain items (i.e., acquisition-related professional fees and net foreign exchange gains or losses) which were not included in similar non-IFRS financial measures previously reported in prior years In order to place the current disclosure in the appropriate context and enhance its comparability, similar adjustments have been made for Adjusted EBITDA for the financial years ended December 31, 2021 and 2022. “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.

The following table presents a reconciliation of EBITDA and Adjusted EBITDA to profit for the year and EBITDA margin and Adjusted EBITDA margin to net profit margin, the most directly comparable financial measure calculated and presented in accordance with IFRS, for the periods indicated:

 

     For the Year Ended December 31,  
     2023     2022     2021  
     US$     S$     Margin
(%)
    S$     Margin
(%)
    S$     Margin
(%)
 
     (in thousands, except percentages)  

Revenue

     499,280       658,351       —        664,120       —        555,198       —   

Profit for the year and net profit margin

     91,120       120,150       18.3       104,938       15.8       103,842       18.7  

Adjustments:

              

Depreciation expense

     33,069       43,605       6.6       39,731       6.0       39,853       7.2  

Income tax expenses

     19,948       26,304       4.0       37,049       5.6       28,237       5.1  

Interest expense

     1,651       2,177       0.3       1,936       0.3       8,414       1.5  

Interest income

     (8,867     (11,692     (1.8     (3,348     (0.5     (544     (0.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA and EBITDA margin

     136,921       180,544       27.4     180,306       27.1       179,802       32.4  

Adjustment:

              

Equity-settled share-based payment expense

     (6,907     (9,108     (1.4     19,465       2.9       5,204       0.9  

Net foreign exchange gain

     (323     (426     (0.1     (1,761     (0.2     (1,323     (0.2

Acquisition-related professional fees

     1,271       1,676       0.3       —        —        —        —   

Adjusted EBITDA and Adjusted EBITDA margin

     130,962       172,686       26.2       198,010       29.8       183,683       33.1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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For further information on our key financial and operating metrics, see “Item 5. Operating and Financial Review and Prospects—A. Operating results—Key Financial and Operating Metrics.”

Our Services and Solutions

Our business comprises three key service offerings: (1) omnichannel CX solutions; (2) sales and digital marketing services; and (3) content, trust and safety services. We also provide other services for clients, such as providing workspace at our offices in connection with existing campaigns and providing human resource and administration services to clients.

The following table sets forth our service provided, by amount and as a percentage of our revenues for the years ended December 31, 2021, 2022 and 2023.

 

     For the Year Ended December 31,  
     2023      2022      2021  
     US$      S$      % of
Revenue
     S$      % of
Revenue
     S$      % of
Revenue
 
     (in thousands, except percentages)  

Revenue by Service

                    

Omnichannel CX solutions

     299,590        395,040        60.0        384,184        57.8        334,047        60.2  

Sales and digital marketing

     133,796        176,423        26.8        166,506        25.1        114,718        20.7  

Content, trust and safety

     61,438        81,012        12.3        109,496        16.5        103,538        18.6  

Other service fees(1)

     4,456        5,876        0.9        3,934        0.6        2,895        0.5  

Revenue

     499,280        658,351        100.0        664,120        100.0        555,198        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Note:

(1)

Revenues from other service fees comprise revenue from other business process services and revenue from other services.

Since 2012, when we secured our first new economy client, new economy clients have grown to contribute up to 93.1%, 91.9% and 87.8% of our total revenues for the years ended December 31, 2021, 2022 and 2023, respectively. Our top five clients for each of 2021, 2022 and 2023, on a consolidated basis, accounted for a total of 84.4%, 81.2% and 72.6% of our total revenues in the years ended December 31, 2021, 2022 and 2023, respectively.

For more information on our revenues by geographic segment, see “Item 5. Operating and Financial Review and Prospects—A. Operating results—Certain Income Statements Line Items—Revenue—Geographic Segment.” Our business is not subject to any material fluctuations in our revenue and operating results due to seasonality.

Omnichannel CX solutions

We help our clients manage their relationships by providing digital customer experience solutions, such as after-sales service and customer support across ten industry verticals, namely: (1) travel and hospitality, (2) digital advertising and media, (3) fast-moving consumer goods, (4) technology, (5) financial services, (6) fintech, (7) government and non-governmental organizations, (8) gaming, (9) e-commerce and (10) education. We provide information about our clients and their products and services to their customers and cover the entire customer life cycle. Customer contact occurs through phone call, online chat, SMS, email and a variety of other channels. Our customized services further integrate us into the strategic objectives of our clients, often leading to closer, more resilient client relationships. In addition to our highly tailored services for complex interactions, we are also able to provide omnichannel CX solutions such as end-user support and troubleshooting for software and consumer electronic devices and sales and digital marketing campaigns. Our key clients for these services include Airbnb, a leading international airline, a global payments platform provider and a multinational food and beverage company.

In January 2023, we launched our first Digital CX Center of Excellence in Singapore, which is focused on leveraging technology to develop CX solutions that enable hyper-personalized, seamless and secure customer engagement in both physical and virtual environments, such as in the metaverse. Such a center aims to pilot and validate new CX models and the supporting emerging technology architecture, to develop practical real-world applications and use cases.

Sales and Digital Marketing Services

Our sales and digital marketing services help our clients market their products and services to their potential customers in both the B2C and the B2B markets. In the B2B market, we primarily help our digital advertising platform clients attract more advertisers and grow their Internet and social media advertising businesses. For example, we have been engaged by these advertising platforms to help small-and medium-sized businesses develop online advertising campaigns on our client’s platforms. We do this by helping these enterprises optimize their advertising campaign key words and target demographics to make their advertisements more effective. This increased effectiveness translates to more business for our clients as their customers experience greater return on their advertising investments and become more likely to continue or expand advertising purchases. In the B2C market, we have sales and direct-marketing capabilities to support client campaigns. Our sales and digital marketing services are supported by a suite of data analytical capabilities that provide business insights through user-friendly data visualizations. Our key clients for these services include Meta and a leading search engine company.

Content, Trust and Safety Services

We commenced our first campaign for content monitoring and moderation services in 2018. In late 2021, we also commenced providing data labeling services to our clients. We categorize and label content on our client’s platforms to train and improve machine learning while also refining algorithms and predictive models. Our client then uses this information to enhance the user experience for the end users of the platform and utilize key insights on user behavior and evaluation of models for further product improvements and development. In the second quarter of 2022, we renamed our “content monitoring and moderation” services as “content, trust and safety” services. The change reflects the industry’s broader view that content moderation services are part of a larger group of services that includes other trust and safety related services and helps enhance our ability to track our performance.

 

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Our content, trust and safety services comprise content monitoring and moderation services, trust and safety services and data annotation services.

Content monitoring and moderation services involve the review of user submitted content for violation of terms of use or non-compliance with the specifications and guidelines provided by our clients. Such services create a safe and secure online environment for social media platforms by providing human interaction to content moderation services. Effective content moderation requires excellent command and understanding of the specific language involved, as well as a good understanding of the regional and local political and social context of social media exchanges, which are fluid and constantly evolving. This makes it difficult for our clients to rely solely on technical solutions, which is why our skilled agents are paramount. Our clients expect our campaigns to be staffed with highly skilled and trained personnel who have specific experience in the geographies and market knowledge of the countries we monitor. Our teams review social media and online platforms for content that violates terms of service or is illegal pursuant to the specifications and guidelines provided by the client. Trust and safety services entail our dedicated and trained resources in assisting our clients to verify, detect and prevent incidences of fraudulent use of clients’ tools so as to promote users’ confidence in using our clients’ platforms and tools. Data annotation services provided by us serve to support the development of our clients’ efforts in machine learning and automation initiatives and projects.

Our content, trust and safety, and data annotation teams are immersed in a positive work culture and have a supportive environment focused on their health, wellbeing and resiliency, including having access to dedicated mental wellness professionals who are located onsite in our offices. This helps ensure a higher level of employee engagement and lower levels of attrition as we remain focused on ensuring the wellbeing of our employees. This in turn leads to performance outcomes aligned with our clients’ requirements.

Other services

We provide additional services that we typically offer to select existing clients in support of existing engagements that these clients have with us. These services include providing workspaces to existing clients and providing human resource and administration services to clients.

Operations

We provide services in more than 20 languages, including English and key Asian languages, such as Mandarin, Thai, Korean, Bahasa Melayu, Bahasa Indonesia, Vietnamese and Japanese. Some of our campaigns are served out of multiple offices. Our engagements are organized by campaign, with each campaign being serviced by a dedicated team. All of our newly employed agents go through an initial training process, as well as campaign-specific training. The total training period can last up to three months in some cases. We have made significant investments in infrastructure, proprietary technologies, management and development processes that capitalize on our extensive experience managing large and regional operations. As of December 31, 2023, we were engaged by 97 clients. Multiple teams can serve each client, as a single client may have multiple campaigns that are each organized around discrete work requirements and specifically organized and staffed with campaign-specific training to address the particular needs and specifications of the campaign. If and when a campaign is complete, our employees are assigned to a different campaign, including to different campaigns with the same client to utilize client-specific know-how.

As of December 31, 2023, we had campaign teams staffed by up to several hundred employees each. Campaign teams are supported by campaign specific technologies, which are often provided by our clients (such as proprietary client-developed CRM, software or telephony systems), licensed or developed by us or our clients (see “—Information Technology and Management Information Systems”).

Our operating structure gives us the flexibility to quickly adapt to client requirements and changing circumstances. In the past, we have been successful at quickly ramping up new campaigns or expanding existing campaign teams on short timelines.

 

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Data Analytics

As part of our value-added services for our customer service operations, we have a dedicated team of data analytics specialists who help monitor both our employee performance and our clients’ customer satisfaction metrics, such as customer satisfaction, net promoter score, average holding time, and first call resolution. As of December 31, 2023, we have a team of approximately 140 analytics personnel who support our global operations platform. We are focused on the use of data analytics to optimize our platform in order to meet our clients’ needs by allowing us to provide continuous access to KPIs of our clients and also to empower our resource allocation and identify areas that we can improve upon. Our regional business analytics team is a key part of our success as it supports the decision-making processes of our management team, human resources and finance functions, business development efforts and our business excellence optimization strategies. Finally, for certain of our campaigns, we include dedicated data analysts to support the campaign teams.

In order to ensure that the benefits of our data analytics platform are integrated into our services at the operator level, we encourage our employees to take various data analytics courses we have available. These courses include introduction to data analytics and key concepts as well as advanced classes for data analysis, including topics such as thinking processes, reporting and charting, and data analytics presentation to clients. The goal of these courses is to empower our employees by giving them a basic understanding of how data analytics is incorporated into our client solutions. We believe that these courses offered to our employees generally will help us offer solutions that integrate a robust data analytics offering for our clients with a workforce that understands and is empowered to incorporate data analytics into their daily work.

Finally, our data analytics is supported by our data warehousing infrastructure. Our Enterprise Data Warehouse, now named Acuity, is a cloud-based data warehouse which we implemented instead of a traditional tiered, on-premises approach. Acuity allows us to scale our data warehousing capability to match the pace and scale of growth of our digital client base. Acuity serves as the ultimate repository for our business data. Acuity is hosted by a leading cloud storage provider and enables us to provide actionable insights to our clients who need us to guide them on the changes happening at the frontline of their businesses with their clients.

Communication Channels

Our services are delivered through our reliable and scalable technology-enabled, omnichannel platform. Our omnichannel approach integrates direct customer contact through digital channels, allowing us to engage with the customer through multiple channels of interaction. We cover traditional channels such as voice-only telephone communications, fax and email communications. As our clients’ customers increasingly transition towards digital communication and integrated internet-of-things networks, we have evolved and invested in our capabilities to adapt to emerging technologies, such as through online text chat, video-chat, SMS messages and social media. We are selectively rolling out our chat-bot capabilities, based on technologies licensed from third parties, to allow natural language processing and AI supported interactions. We are constantly evaluating new communication technologies, such as internet-of-things related capabilities, with the aim of integrating these channels into our platform. See “—Innovation and Development.” We view our history through the types of customer interactions we have had and believe that we are now in a digital transformation phase, which began in 2012.

Each of our channels is available simultaneously and integrated with our other services, so customers using different forms of communication can be treated similarly and in an efficient manner. This omnichannel approach can be used in combination with any service or solution in our portfolio.

Our Offices

As of December 31, 2023, we have offices in 16 geographies: Singapore, Malaysia, Hong Kong, Thailand, the Philippines, Japan, China, Spain, India, Colombia, South Korea, Romania, Türkiye, Vietnam, Brazil, and Indonesia. Our offices (i) allow us to respond to market demand and growth opportunities in domestic, regional and global markets across Southeast Asia and the Global English end-markets (which includes North America, the United Kingdom, Ireland, Australia and New Zealand), China, Japan and Europe; (ii) provide us with access to diverse talent pools; (iii) equip us with multi-lingual capabilities; and (iv) enable us to leverage time zones to provide 24/7 service to our clients. A country director leads the operations in each country in which we operate and is responsible for operations and maintaining client relationships within that country.

 

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Our offices are located in accessible and appealing locations which are designed to provide our employees with an enjoyable and productive work experience. Designed to be modern, collaborative and inspiring, our offices have a number of dedicated spaces where our employees can interact and re-energize during the work day, including reading rooms, themed meeting areas and entertainment areas such as music and games rooms. Our culture is key to our ability to attract and retain a motivated and talented workforce and our offices are specially designed to support our culture and employees. Unless otherwise stated, each office represents our entire operations in a given country, but may be spread across multiple premises.

 

   

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, our Cebu office in 2019 and our Iloilo City office 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, our Shanghai office in 2020 and our Hangzhou and Xi’An offices in 2022. Our offices in China primarily support 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 omnichannel CX solutions and 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 provide omnichannel CX solutions and sales and digital marketing 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 provide omnichannel CX solutions and sales and digital marketing services from our Colombia office.

 

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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 provide omnichannel CX solutions and sales and digital marketing 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. We provide omnichannel CX solutions services from our Türkiye office.

 

   

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 provide omnichannel CX solutions 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.

Sales and Marketing

We market our services primarily through our business development team. Our business development team, which is led by our Group Chief Client Solutions Officer, has coverage teams for each of the Asia Pacific, North American and European regions. Once opportunities are discovered by the business development team, a dedicated pitch team works with our operating personnel, including our CEO and country directors, to develop proposals and pursue these opportunities. Relationships with existing clients are managed by our relationship managers, who are often the country directors at the locations where our client campaigns are focused and who are in charge of day-to-day operations on client campaigns. Our client relationship professionals collaborate with our operations teams, regional business analytics team and country directors to develop client-focused solutions that we pitch to our clients. Since the operations teams have day-to-day interactions with our clients, they provide valuable insight into our clients’ needs and issues. This allows us to incorporate client feedback quickly into our business development efforts and to tailor our proposals to known client needs.

While our business development team works to generate new leads and new clients, we believe that we also generate new business through a “network effect” based on our strong client relationships, client-centric focus and the desirable outcomes we have produced in campaigns for our clients. Our client relationships typically evolve from single, discrete campaigns into multiple and more complex campaigns across multiple client business lines or across new geographies. We focus our business development efforts on clients who require complex, high-value work where we believe we can provide significant value to our client’s operations. We also focus on providing a differentiated level of service, which we believe enables us to grow our business together with the growth of our clients’ businesses and grow our share of our client’s wallet.

The process for developing a new client or securing a new campaign typically begins with a formal request-for-proposal or a less formal request by a client to consider an issue they are facing. We also propose new campaigns based on client needs that our operating teams uncover. The business development team works with the operating teams to define the scope, services, assumptions and execution strategies for a proposed campaign and to develop campaign estimates and pricing and sales proposals. Senior management personnel typically are involved in the development of each proposal. The sales cycle varies depending on the type and size of service required and generally ranges from six months to over a year.

 

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Contracts and Pricing Model

Our contracts are typically structured as an MSA that embodies the key terms of our engagement with our clients. Many of our clients have their own standard MSA templates they use with their other service providers but we also have an MSA template that caters to clients who do not have their own templates.

Each client’s campaign is defined under an SOW, which sets out the services to be provided for each client campaign (including price, FTEs deployed, service level agreement and technical specifications and requirements). An SOW may also contain clauses that supersede the terms of the MSA as necessary for each campaign. This structure allows us to quickly define and implement new client campaigns as they come up without protracted legal discussions, which have been undertaken upfront in the MSA.

Our MSA contract terms typically range from one to three years, with new economy clients typically preferring one-year renewable contract terms. Our contracts also generally provide our clients with a right to terminate any engagement at any time for convenience, subject in some cases to prior written notice. Typically, there are no amounts payable upon early termination. As we become more familiar with our clients’ businesses, we take advantage of opportunities to expand across the value chain and provide new and increasingly complex digital offerings to them via multiple channels to improve their processes. This in turn builds our clients’ confidence in us and encourages them to continue using our services.

Our contracts typically specify service levels that we must provide, as reflected by target KPIs selected by our clients according to their internal policies or requirements. Some examples of KPIs used by our clients are customer satisfaction and turnaround time. In the last five years, we have generally met most of our KPI requirements in most campaigns.

Over the years, our pricing model has evolved in part, according to industry trends and feedback we have received from our clients. Our current model includes a fixed rate either on per FTE resource deployed or per productive hour, and a variable price component that is based on meeting certain KPI targets assessed periodically. Our pricing models for any given arrangement often include a fully priced rate per FTE deployed or productive hour, subject to potential increases or deductions based on KPIs.

Clients

As of December 31, 2023, we were engaged by 97 clients, many of which are leaders in their respective industries and demand best-in-class service from their outsourcing partners. We have clients in a wide variety of industries which we organize under our ten industry verticals, namely: (1) travel and hospitality, (2) digital advertising and media, (3) fast-moving consumer goods, (4) technology, (5) financial services, (6) fintech, (7) government and non-governmental organizations, (8) gaming, (9) e-commerce and (10) education. Our client base includes both long-standing marquee clients, as well as an expanding client base of new economy clients. Since 2012, when we acquired our first new economy client, new economy clients grew to contribute up to 93.1%, 91.9% and 87.8% of our total revenues for the years ended December 31, 2021, 2022 and 2023, respectively. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—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.”

We have intentionally created an inclusive and diverse workplace culture that is compatible with that of our clients, and in particular, our new economy clients. We strive to assimilate into the local culture of the markets we serve and also create cultural alignment with our clients, which emphasizes a sustainable and collaborative approach to business and our five core values of (1) teamwork, (2) innovation, (3) courage, (4) initiative and (5) trust. See “—Employees and Culture.” We believe that this cultural compatibility is often a key reason for our clients selecting us as a services provider. For example, in our first project serving customers in South Korea, our cultural alignment with our U.S.-based client was a major factor in us being selected over other service providers with strong South Korea-focused capabilities.

 

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We believe that the services we provide to our clients are often mission-critical to their businesses. As a result, our clients often deeply integrate us into their customer service offerings. For a discussion of our revenue by geographic segment see “—Our Services and Solutions.”

Our clients will periodically audit the campaign operations or appoint third parties to do so. We also have regular informal feedback from our clients on an ongoing basis. While the specific audit process varies from client to client, each client will typically conduct both process and execution audits annually. Process audits typically cover a variety of areas, including cost management and invoicing accuracy, operational management including regular updates, clear roles and responsibilities, and information security management. Execution audits are mainly based on quantitative measures such as service-level and first-call resolution to evaluate customer care efficiency, operation efficiency and customer feedback.

Innovation and Development

We consider the innovation and development of new products and services to be an important part of our ability to provide high-value services to our clients. We conduct all of our innovation and development activities in-house through a dedicated digital innovation team, Digital Lab, located in Malaysia and India. As of December 31, 2023, our Digital Lab team included approximately 48 employees and managed seven areas, namely: (1) UIUX Design, (2) Digital Marketing, (3) Tech and Product Development, (4) Research and Development, (5) Product Management, (6) Product Support, and (7) Branding and Strategy. The development team focuses on building tools using AI and machine learning to augment the delivery of the desired customer experience. We have received numerous awards relating to our research and development efforts. See “—Awards and Recognition.”

In the last few years, we have developed a number of innovative tools that enhance our service offerings, such as the Flash Hire platform, LiveView, and AI-enhanced knowledge bases. We enhanced productivity with robotic process automation and our enterprise data lake, and have also developed a remote monitoring application for security and fraud detection, which is currently in prototype form. For more information on these tools, see “—Information Technology and Management Information Systems.”

Competition

Our core competitors are other digital customer experience providers as well as our clients’ own internal capabilities to perform some or all of the services that we provide. Fast-growing new economy clients tend not to have significant in-house capabilities equivalent to the services that we offer as a specialist and instead rely on one or more outsourced digital customer experience providers. We typically are not an exclusive service provider of our new economy clients as they prefer to engage more than one provider in each customer region to reduce their provider concentration risk. A key consideration for these new economy clients in choosing a digital customer experience vendor has been the speed and flexibility of such vendor in scaling with, and responding to changes in, the client’s business.

In the area of omnichannel CX solutions, we compete primarily against traditional customer experience service providers, boutique customer experience service providers, and, to a lesser extent, pure-play outsourcing service providers.

See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—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.”

Our competitive advantage is that we are an internationally integrated, human-capital-centric provider of digital customer experience solutions to our clients with a specific expertise in providing tailored solutions and managing complex new economy interactions.

We expect that competition will increase and potentially include companies from other countries that have lower personnel costs than those in the countries where we operate. A significant part of our competitive advantage is our ability to attract, train, and retain talented personnel. In addition, relative to competitors in the United States and Europe, as a service provider primarily located Southeast Asia, we have a wage cost advantage.

 

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All comments in this annual report with respect to our competitors are based on information available in the public domain. We have no access to, nor do we seek, our competitors’ commercially sensitive information.

Employees and Culture

We view our employees and our distinctive corporate culture as key enablers to our success. They form the core strengths of our business model and are strategic pillars to our competitive advantage. Our corporate culture is designed to foster a work environment that attracts, develops and retains a highly skilled workforce that can effectively engage in complex new economy interactions. We focus on reinforcing a culture that emphasizes a sustainable and collaborative approach while being fully committed to our clients’ businesses. Our commitment to the growth and well-being of our employees is important to our success and we monitor employee satisfaction to evaluate our performance in supporting employees. We believe that our distinctive culture is incorporated within all relationships and processes in our organization and fits within our values and goals.

Our culture is defined by five core values:

 

   

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

 

   

Trust — You only have one reputation

We recognize that our success in delivering complex and high-value services to our clients has come from our ability to identify, recruit, train and retain a highly motivated workforce. A highly trained and skilled workforce enables us to provide higher quality and higher margin services and solutions to our clients. The critical success factor is to ensure that our entire leadership is aligned with the drivers of our culture that best fit into our business strategy and vision. To that end, we have developed key guiding principles across four areas that reinforce and exemplify our core values: (i) Talent Attraction and Selection, (ii) Retention, Employee Experiences and Total Rewards, (iii) Learning and Development, and (iv) Performance and Compliance.

Talent Attraction and Selection

With our scalable business platform and fast response time for the implementation of new client campaigns, we focus on both our ability to hire the right candidate who fits our criteria and to staff a campaign quickly.

We employ an iterative hiring process that consists of multiple screening processes, including online assessments and behavioral interview techniques, to select employees who will be successful at our Company. We also focus on hiring a mix of native language speaking employees and international expatriates to meet our clients’ needs. To ensure that candidates are assessed fairly and that all panel interviewers come to a consensus on the hiring decision, we use online interview platforms to conduct recorded video interviews. This includes our proprietary digital hiring system, Flash Hire. Flash Hire leverages AI to automate routine administrative tasks from the recruitment process and shortens our hiring time by more than half. The system also incorporates predictive analytics that learns about the characteristics of our best performers and applies those insights in our recruitment process. We primarily recruit our employees through advertising on job boards and employee referrals. We focus on the latter which we have found helps in identifying candidates who would fit into our Company culture and assimilate into the team more easily. We also use external recruitment agencies to help us hire employees when entering new markets and when there is a need to scale up our hiring for new projects quickly.

 

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Retention, Employee Experiences and Total Rewards

Our dedicated engagement teams operate various employee engagement programs to promote retention. Our retention program begins as early as an employee’s first month with us. All employees go through a two-day induction program, conducted by our team of engagement champions and human resource business partners. Our induction program is also available online for new employees working from home. The program introduces new hires to our Company’s history, mission, vision and values and promotes the formation of friendships among the new hires. The new hires will also be equipped with our HR policies and processes. This, in turn, helps to increase employee experiences and retention.

We monitor employee engagement through surveys that are conducted through our Flash Pulse platform, a practice that was started in 2020. We asked two to three questions every two weeks, making it easy to complete, which resulted in a higher participation rate as compared with the previous more comprehensive bi-annual surveys. The insights from the surveys enable our management to understand and to address concerns of our employees quickly. The increased frequency and the broad range of topics covered over time has provided us with more timely feedback and a comprehensive understanding of our workforce, thus enabling us to develop actionable plans to address any gaps.

We encourage wellness by promoting a sense of community among our employees. We believe that this sense of community is particularly important to our employees, especially those under 35 who make up over half of our employees, and our expatriate employees who often relocate to join our Company. Our employee engagement team also organizes regular wellness events to promote physical and mental health, such as yoga and meditation and we continued to provide these during the COVID-19 pandemic through online sessions. We also offer free annual health check-ups and employ psychologists for our content, trust and safety teams to help them deal with the particular stresses of content, trust and safety work. We deployed a digital employee assistance program and mental health digital coaching platform to our employees in 2021.

In 2021, we launched our career ambassadors program to enhance our support in helping employees determine and achieve their career goals. Each of our operating countries has a dedicated career coach, with whom employees can schedule one-on-one coaching sessions. The sessions help our employees to develop greater self-awareness, to understand their career interests and goals and to identify their career potential and growth with TDCX. In 2022, we launched the functional competencies and career path program for our employees to be guided on their career development and career progression. These functional competencies will be part of the framework of our existing core values and leadership competencies that will be the framework for our employees to be assessed and developed to progress in their career path in TDCX. In 2023, we focused on our career ambassador’s framework, incorporating mentoring programs to advise our employees’ career and skill gaps. Each of our operating countries has mentoring programs supported by mentors from the leadership team, with whom employees can schedule mentoring sessions through open mentoring or scheduled mentoring. Such sessions aim to help our employees to close their skill gaps for their career progression readiness.

We pay our employees on a fixed salary basis, with additional bonuses and incentive payments depending upon the client and campaign. Benefits include transport allowance, medical insurance, social security, telephone allowance and food and refreshments at our physical offices.

We manage performance development and discussion throughout the year through our continuous performance management and feedback process. This allows employees and their manager to discuss the performance rating and career development regularly.

In August 2021, we adopted the PSP to grant awards to our outstanding employees. The plan aims to motivate employees to deliver high levels of performance and to remain committed to the Company’s success. It is also to align the interests of employees and executive directors with the interests of the shareholders of the Company.

Learning and Development

We believe that the opportunity for advancement is one of the key factors supporting our long-term employee retention. As of December 31, 2023, we have a team of 323 trainers who lead our new employee initiation programs, client-campaign-specific training programs and our internal development programs.

 

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New employees undergo an initial training program of up to three months when they join us. This training program is designed to instill our corporate values and culture from day one. It also helps our new employees understand the work we do as well as how to undertake that work competently and in accordance with regulatory frameworks governing data privacy such as the General Data Protection Regulation (GDPR EU) and the Personal Data Protection Act 2012, No. 26 of 2012 of Singapore. Campaign-specific training programs that provide staff with specific knowledge of our clients’ products, services, procedures and systems are developed in cooperation with our clients during the project set-up. Throughout the life cycle of the campaign, our learning and development team continues to work with the client to refine and improve the programs to ensure that our services meet our client’s rigorous standards. Some campaign-specific-training programs involve up to an additional six months of training before an employee is fully integrated into a campaign team. Our employees’ customer knowledge is supported by our Knowledge Base Tool, or KB Tool, which is a digital product library and user portal that provides our employees quick and easy access to client-specific information they need to handle customer interactions. The KB Tool is regularly updated with information learned from our direct experience on client campaigns. We also use third-party tools such as LinkedIn Learning to connect and conduct general training sessions with our employees.

We also believe that personal and career developmental opportunities are important to the success of our business. Our commitment to having a highly skilled workforce and ability to compete on quality includes ensuring our employees throughout our Company have the necessary tools, skills and support to effectively do their job and build a career.

As a growing organization, we recognize that our leadership pipeline is critical to our future success. Our employees have access to a wide range of classroom courses including functional skills, leadership skills and data analytics programs provided by our internal learning and development department to ensure that they are equipped to deliver complex and high-value services to our clients. For example, in 2023, 732 TDCX team leaders attended our New Leaders’ Journey, a four-day blended program which focused on the technical and people management skills required by our first-time managers. We provide additional training on performance analytics and on-demand knowledge modules through our Flash Learn platform, which contains recorded presentations, quizzes and interactive modules on key skills such as compliance and security, self-management, inter-personal relations, leadership and business development. Many of our employees have received COPC CX Implementation Leader certifications offered by COPC, Inc., an industry leader in customer experience operations qualifications. Our Malaysia office has received an ISO 18295:2017 certification for customer contact center operations. We also have approximately 267 employees with Google Ads certifications as of December 31, 2023, which include employees that have been certified pursuant to client requirements.

We utilize the GROW coaching method, which is a goal-oriented best practice for employee development and delivered through our Flash Coach application. GROW stands for (1) Goal, (2) Current Reality, (3) Options (or Obstacles) and (4) Will (or Way Forward). All of our managers and team leaders receive training in the use of the model and coaching sessions are documented and tracked using our in-house coaching tool. The GROW model is central to our approach to staff development.

Performance and Compliance

We depend on our ability to consistently perform to the highest standards. In addition, we are typically required to provide certain minimum thresholds of service quality under our client contracts. Our performance tracking is enhanced by our real-time data reporting and analysis, which helps us identify issues with individual and campaign level performance. Our team leaders conduct weekly evaluations with our team members based on our data analysis of KPIs.

The performance and compliance metrics that we track vary by client and campaign. Generally, with respect to our omnichannel CX solutions, we track metrics over five key areas: quality, accessibility, efficiency, cost performance and strategic impact.

Quality metrics measure subjective quality of the services we provide from the point of view of the customer. Some examples include customer satisfaction score, which rates customer happiness with a given interaction, first contact resolution, which measures whether or not a problem was resolved in the customer’s first interaction with us, customer effort score, which measures the ease in which the customer was able to obtain answers from us, and net promoter score, which rates the likelihood that a customer would recommend our service to others.

 

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Accessibility scores measure how easy it is for customers to reach us. These scores are typically objective, and include service-level scores, which measure the number of calls answered within a certain number of seconds (i.e., 80% of all calls answered in 20 seconds (or approximately three telephone rings)), abandoned call rate, which is the number of callers who hang up the phone before the call is answered, and turnaround time, which measures the speed in which we complete a ticket or close an issue logged by a customer.

Efficiency metrics measure resource wastage and redundancy, and include metrics such as forecast accuracy, which measures how actual call and interaction load compare to the forecasted load, and average handling time, which measures how long it takes on average to resolve a customer interaction.

Cost performance metrics measure the cost per interaction, which can be lowered by increasing operational efficiency.

Strategic impact metrics measure the ability of our operations to deliver sustainable performance, and include items such as employee engagement scores and employee attrition.

We also track many campaign-specific metrics. For example, for sales calls, we track our contact rates (the percentage of people in our target list we were able to reach) and our conversion rate (the percentage of contacted persons who chose to buy the product being sold). With respect to technical support campaigns, we track items such as the technical service resolution rate (the percentage of problems we resolved remotely) and the no parts used rate (the percentage of onsite service requisitions which were unnecessary since they did not require any replacement of parts).

Employees by Geographic Location Providing Services

The following table sets out the number of our total employees by geographic location providing services or conducting operations:

 

     As of December 31,  
     2023     2022     2021  

Singapore

     1,170       1,478       1,454  

The Philippines

     7,055       6,783       5,750  

Malaysia

     5,516       5,826       4,201  

Thailand(1)

     1,821       2,122       2,363  

China

     388       343       390  

Japan

     532       492       359  

Others

     1,380 (4)      839 (3)      189 (2) 
  

 

 

   

 

 

   

 

 

 

Total

     17,862       17,883       14,706  
  

 

 

   

 

 

   

 

 

 

 

Notes:

(1)

Data as of December 31, 2021 included 289 employees deployed under our human resource and administration services.

(2)

Comprises employees in Spain, India, Colombia, South Korea, and Romania.

(3)

Comprises employees in Spain, India, Colombia, Hong Kong, Australia, Taiwan, Türkiye, Vietnam, and Brazil.

(4)

Comprises employees in Spain, India, Colombia, Hong Kong, Australia, Taiwan, Türkiye, Vietnam, Brazil, and Indonesia.

The delivery center location out of which the Company provides services (and from where our employees and agents provide services) does not correlate consistently to the location of the customers of the Company’s clients. For example, a particular delivery center location may provide services to client A’s customers in North America, while a different delivery center location may provide services to client B’s customers in North America, as these determinations vary based on client choices, relevant skills, particular campaigns and other considerations. Delivery center locations out of which the Company provides services to a particular geography may also vary from period to period, client to client and service to service. Moreover, customers of the Company’s clients may access the Company’s services from various geographies and not just the location of their residence.

 

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We hire primarily permanent employees for our campaigns, though we may hire expatriate employees on fixed-term contracts. We do not match employee contract durations to campaign duration, and where practicable, we assign our employees to other campaigns at the end of a client engagement. Substantially all of our employees are employed on a full-time basis.

As of the date of this annual report, our workforce in Spain and Brazil are under the Spanish telemarketing industry’s collective bargaining agreement and the collective bargaining agreement with the Union of Employees of Autonomous Agents of Commerce and in Advisory Companies, Expertise, Information and Research and Companies of Accounting Services Companies, respectively.

Information Technology and Management Information Systems

The technologies we utilize in the delivery of our services are a mix of licensed software, proprietary, in-house developed software, and software provided by our clients. We have a flexible, scalable and reliable technology platform that enables us to deliver customizable services and solutions for our clients in line with their business requirements. Our information technology team includes experts on technology project management, infrastructure management, information security, AI and machine learning, robotic process automation, data analytics, cybersecurity, and operational service delivery, thereby permitting us to adapt our infrastructure services to our clients through various phases of our clients’ engagements.

FLASH

FLASH is our in-house 360-degree human capital and experience management suite that connects every phase in the employee journey, from engaging candidate experiences, retaining performance, developing potential to encouraging conversations through automation, analytics, and self-serve capabilities. FLASH brings together a whole gamut of tools that aim to drive efficiency as a workforce management platform, namely Flash Hire for recruitment, Flash Connect for talent sourcing automation, Flash Coach for coaching and development, Flash Pulse for employee listening, Flash Claim for claim management, Flash Chat for an intuitive chatbot and Flash Desk for an automated HR helpdesk.

Flash Hire, which is our flagship application, is a job matching recruitment tool that finds the best-fit talents through data and customized assessments. Using a propensity model that compares the desired and actual result of behaviors and skills required, hiring managers can pre-screen candidates with high, medium and low fits prior to live interviews. Overview of performance can be easily tracked through a comprehensive dashboard and customizable reporting that visualize data for various metrics. We can also effectively scale our recruitment efforts across regions as it is browser and mobile friendly — candidates can complete competency tests and virtual interviews on-the-go with any device while recruiters can access real-time information on candidate profiles.

For assessments, it provides a wide range of templates made available in multiple formats (written, video, audio, typing, chat simulation) to support preliminary, technical cum soft skills and behavioral tests based on business needs. Live interview sessions can also be easily scheduled, conducted and rated without leaving the platform. The video responses will be automatically recorded for assigned raters, talent pool database, as well as client feedback. Partnering clients’ participation helps ensure calibration with the relevant skills, knowledge, and culture fit.

To improve collaboration, large teams can share and forward candidates, assign roles with permissions, create a panel reviewer and assign raters, and share profile information such as assessment results and blacklist alerts. Candidate experience is also managed with intuitive features such as self-scheduled live interviews, quick application with profile parsing, and features to get job recommendations and be in the know on the application progress through alerts, inboxes and status updates.

As an internally developed product, it has also enabled significant cost savings compared to external products, which have many of the same functions, but charge on a per-interview basis. For us, Flash Hire is scalable at minimal additional cost.

 

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The next stage of Flash Hire’s development sees the enablement of automating the assigning of assessments to relevant skills and roles. Fully customizable, recruitment professionals can now receive recommendations of tests befitting specific job needs. This allows quicker configurations and less human errors. Another pipeline feature is smart scoring with AI. Offering more thorough evaluations on video assessments and subjective tests, it minimizes human biases and keeps the grading process more transparent. Flash Connect is also within the roadmap as a sourcing and automation tool to enhance the ability of Flash Hire as an intelligent job aggregator.

Other notable products of FLASH

Flash Coach aims to scale and maximize coaching modules easily with remote or onsite sessions. It makes coaching scalable through measurable one-to-one engagements and organizational cohesion. Coaches and coachees can conduct, monitor and create actionable plans easily with our mobile-friendly user interface equipped with a session scheduler, action plan builder and QA scorecard designed with metrics such as problem-solving, timekeeping, follow-up process, and tone and attitude. It also streamlines modules enterprise wide with individual, team and country level dashboards as well as a standardized methodology of the GROW and PDCA frameworks.

Flash Pulse is a continuous employee listening survey to help us be in the know of employee happiness regularly. Unlike the conventional bi-annual surveys, Flash Pulse is launched weekly or fortnightly across the network. With the goal to uncover engagement patterns, and enable attrition forecasting and early detection of risks, it offers customizable bite-sized pulse surveys, a nine-metric system for in-depth people analysis, clean data visualizations powered by our business analytics platform and an anonymous feedback system.

Flash Claim is a self-serve claim system that simplifies high-volume expense management. Built as a web-based system, it allows access by claimants and supervisors from any location and any device. In addition to self-filing of claims, users can access history logs for tracking and auditing, ease collaboration with an approval workflow system and assign roles and permissions for security purposes.

Flash Chat is our chat automation that was designed to simulate human conversation through text and voice on various communication channels. Highly trainable with natural language processing and machine learning, it is an agile system that adopts brand tonalities, data and content to manage repetitive and common enquiries. It is also equipped with a content management system that enables progressive updates on bot’s informative qualities and multiple ‘intuitive’ responses.

Flash Desk is an online HR ticketing system that functions as a central information base for employees in an organization. It helps employees resolve enquiries faster through a self-service portal that files, queues and assigns requests to personnel that ultimately offers resolutions to any question submitted. HR can also benefit from this system through its knowledge base, data management and reporting capabilities.

FalconEye

FalconEye, which is an employee monitoring tool, is made for business security and productivity of a remote workforce. It maximizes productivity with attendance tracking, real-time alerts, detailed performance reporting, geo-location tracking of presence, emotion detection of facial expressions and network monitoring of traffic patterns with troubleshoot recommendations. Lowering business risks with AI and machine learning, it verifies identities through facial biometrics and identifies violations (e.g., mobile devices and unauthorized personnel) with screenshot captures instead of video recordings for employee privacy. Accuracy would also progressively improve with learnings of images. Clients can opt to integrate FalconEye with any external systems, OS and web browsers without any disruptions to existing workflows.

TeleSmart CRM

Our TeleSmart CRM platform allows multi-stakeholder case management, online knowledge base management, automated SMS-based follow-up, automatic inbound and outbound email coverage and online data analytics that allow managers and our clients to review real-time performance indicators. The platform’s ability to analyze the data from customer interactions allows us to perform root cause analysis on possible client product issues. For example, through the use of keywords analysis presented through various social media channels and customer interactions, along with sentiment analysis, we were able to successfully identify product issues relating to a fast-moving consumer goods client and notify them of such an issue. In another example, we were able to analyze the responses and feedback collected from customers, and identify underlying issues related to one of our client’s products, in the consumer electronics sector. As a result, the client had sufficient time to develop a product fix and initiate product recall and replacement for all affected customers. A key feature of the system is its ability to integrate with established telephony system platforms, chat visualizers and email services in order to provide an omnichannel view of customers for our clients.

 

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Acuity

With the goal of being a data-driven CX partner, Acuity was built to be a CX data and analytics platform focusing on data governance, engineering and value realization. Integrating TDCX proprietary intellectual property and CX operations data, the platform is powered with no code visualization of data upload with customization features and intuitive machine learning models that help analyze data into quick insights. Our predictive analytics help forecast trends and risks with an ops simulator that turns historical data into possible future scenarios. Preventive actions can then be designed with our issue resolution repository that includes impact management. Acuity protects data with permission controls, virtual network support, double encryptions and a secure enterprise data lake on cloud.

TDCX Mobile Dashboard App (now part of Acuity)

Our TDCX Mobile Dashboard App provides easy access to key metrics for client campaigns such as service levels, call and contact volumes, among others. Prior to the implementation of this app, daily performance reports were compiled in spreadsheets and distributed to clients via email, which were tedious to prepare, error-prone and subject to time lag. Our TDCX Mobile Dashboard App was created to streamline the delivery of performance data to clients for their campaigns. Clients can access campaign dashboards on iOS and Android devices. The interactive dashboards allow clients to compare metrics (whether daily, weekly or monthly), to analyze trends and progression over time, and drill down on specific parameters for more detail. The dashboard is fully integrated with our analytics systems and is fully automated.

LiveView

We have created a browser-based video-support platform that leverages a third-party programming interface utilizing hyperlink technology. It removes the need for cumbersome app installations compared to other video-chat support tools. All LiveView takes is to SMS or email a video chat URL to customers. Upon clicking, the video function enables live interactions that allow support teams to view product issues and offer guided troubleshooting. This has decreased the cost for our clients by reducing the number of cases for shipment of non-defective products to the company.

Stealth

Stealth is a lead prospecting tool that builds a leaner B2B prospects database with pre-qualified leads to close deals faster. It accelerates the sales process by pre-screening prospects based on their contactability and company profiles. With worldwide scraping coverage, teams can retrieve listings with data fields (e.g., industry, location and size) and filters (e.g., reviews and ratings) and export reports into formats such as spreadsheets.

Conversational AI Knowledge Base

Driven by a large language model, the Conversational AI Knowledge Base enables conventional knowledge bases to be human-like. Proven to reduce average handling time, customer service front liners can tap into quick searches of resolutions and shared learnings in a Q&A interaction. They can also benefit from its generative AI capabilities that provide ready-to-be-used conversational responses and multilingual support of up to 99 languages.

 

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Licensed Technologies and Other Third-Party Technologies

We are also rolling out AI-enhanced chat-bot functionality, based on licensed technologies, which is currently live with two clients. These are hybrid chat-bots that can automatically handle customer interactions but can also seamlessly hand contact over to human staff to manage more complex situations. This allows us to provide a higher level of service at a lower cost.

We deploy web-based robotic process automation technologies licensed from Automation Anywhere, which allows us to automate many of our routine business processes. As of December 31, 2023, we have implemented over 50 automation bots, including information gathering, data entry, data monitoring and validation and quality control processes. The robotic process automation technologies are fully integrated with our internal systems so that all information flow is automated. These technologies have been particularly helpful in report generation, where business analysts may need to refer to reports generated by as many as seven different systems to prepare information for our clients. These systems have automated tedious, repetitive, time-consuming activities that were prone to human error.

We also license various contact center platforms and technologies, such as automatic call distributors, from vendors including Avaya, Asternic and Vicidial. We also use the NICE platform to record calls for quality assurance. NICE also provides our workforce management platform which can integrate with our automatic call distributors, to provide a historical record of our interactions, leading to more accurate forecasting and scheduling of our workforce up to three months in advance. We use sophisticated tools coupled with our proprietary technology to drive accuracy for scheduling and traffic arrival patterns estimates. For general back-office functions, we employ SAP Business One, as a business management software which we use for our finance and accounting functions, SAP Success factors, as our human resources information system; and Syncpay, our cloud payroll software application. We have also licensed other products that integrate with our proprietary systems, such as Zendesk CRM and Nexmo which integrate with our video chat functions, Twilio, a cloud communications platform, which integrates with Flash Hire and our browser-based video chat platform, and Google Cloud for data backup.

We often utilize the software platforms developed or implemented by our clients. Many of our clients, particularly our new economy clients, have their own licensed or proprietary CRM or call management software packages that they have implemented. We utilize these systems and integrate them with our internal technology to form a seamless part of our clients’ customer management systems.

Databases and Infrastructure

An integral feature of our Flash Hire, TDCX Mobile Dashboard App and TeleSmart CRM systems is the use of a relational database management system, which gives us the ability to run customizable reports using a variety of reporting engines.

We believe that our infrastructure redundancy, security and capacity is, at a minimum, consistent with the standards of our industry generally. We work closely with several leading original equipment manufacturers and principal technology partners to ensure our infrastructure is able to support our current operations and expected growth. The robustness of our telecommunications network has allowed us to achieve high levels of network availability for day-to-day operations.

Our business continuity management plan includes strategies to mitigate certain inherent risks and failures in critical platforms and applications by using a combination of redundancies and resilience in our technology infrastructure, telecom networks and distributed computing, relying on a combination of state-provided and privately-owned power sources, a distribution of work between our multiple service delivery centers and multi-vendor transportation and logistics management. We also employ a dedicated team of trained professionals to help maintain continuity in Singapore, the Philippines, Malaysia and Thailand, where we have reached a critical mass to necessitate such a structure. We typically operate across multiple buildings in the same city to avoid building-related outages, and we employ power backups in the form of heavyweight uninterruptible power supply systems backed by diesel generators. We also have the ability to provide backup sites across our network and from one country to another, where our clients make their global automatic call distributor platforms available to us.

 

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We have received certifications such as ISO 9001:2015 and ISO 27001:2013 for optimal management of various aspects of information security, including personnel, physical, systems and facility security. Our information security framework takes into account compliance requirements and protection of our clients’ and their customers’ information. We work on the principle of storing no customer data wherever possible in order to keep customer data and data privacy on the networks of our clients. Most clients do not require us to store customer data. Where we do, efforts are made to secure such data, by keeping the data on servers in our data centers which are physically and logically partitioned and protected. All our clients are on separate virtual-local area networks and are logically partitioned from one another. Client contracts usually specify data protection obligations and levels of data protection.

On a physical level, all our locations have security-controlled access that is restricted only to personnel who have a need to be present on the call floor for operational reasons.

Intellectual Property

In November 2019, we rebranded ourselves as “TDCX” and began providing services using our “TDCX” trademark. As of December 31, 2023, there were trademark registrations in 16 jurisdictions in the name of TDCX Holdings Pte. Ltd.: Singapore, Malaysia, Hong Kong, the European Union, the United Kingdom, India, the Cayman Islands, the Philippines, Colombia, China, Japan, Türkiye, South Korea, Australia, Vietnam, and Taiwan. There is a pending application for trademark registration in the United States and a possible re-application in Thailand. There are also trademark registrations in the name of a subsidiary in China.

Our contracts usually provide that all intellectual property created for the use of our clients will automatically be assigned to our clients. We also use our clients’ software systems and third-party software platforms to provide our services. We customarily enter into licensing and nondisclosure agreements with our clients with respect to the use of their software systems and platforms.

Facilities

Our corporate headquarters is located in Singapore and, as of December 31, 2023, we leased properties in Singapore, Malaysia, Hong Kong, Thailand, the Philippines, Japan, China, Spain, India, Colombia, South Korea, Romania and Türkiye. Our largest footprint in terms of leased property spaces that support our operations are the Philippines, where we lease approximately 305,234 square feet, Malaysia, where we lease approximately 233,784 square feet, and Singapore, where we lease approximately 89,249 square feet and includes our corporate headquarters.

In addition, we have obtained a right to use facilities in Malaysia, Vietnam, Brazil, Indonesia and Taiwan from co-working space providers. Once we have established business in a new geography, as part of our scaling process, we will enter into leases in order to support our operations.

Awards and Recognition

Since our founding, we have received over 500 awards to date, including, but not limited to:

 

   

2023 Great Place To WorkTM Certification — Awarded by Great Place to Work Institute to TDCX Singapore, Colombia, Brazil, India, Korea, Vietnam, Philippines and Thailand

 

   

Best New Customer Contact Operation Awards 2023 — Awarded by European Contact Centre & Customer Service to TDCX Türkiye

 

   

The Best Customer Satisfaction Contact Center (Gold) 2023 — Awarded by TCCTA Awards 2023 to TDCX Thailand

 

   

White Company Award 2023 — Awarded Silver certification by White Company to TDCX Japan

 

   

Champion In Business Process Outsourcing (BPO) 2023 — Awarded by Graduates’ Choice Awards to TDCX Malaysia

 

   

Excellence in the use of HR tech (Bronze Award) 2023 — Awarded by HR Excellence Awards to TDCX Malaysia

 

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Excellence in Digital Transformation (Gold) 2023 — Awarded by HR Excellence Awards to TDCX Thailand

 

   

The Straits Times Singapore’s Best Employers 2023 — Awarded by The Straits Times to TDCX Singapore

 

   

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 LensTM 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

 

   

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

Sustainability

We are committed to bringing positive transformation to empower our people, to uplift local communities, and to promote environmental sustainability in the countries in which we operate.

We strive to incorporate environmental, social and governance, or ESG, considerations in our operations as we advance our interests and those of our stakeholders in a responsible manner. Through the help of an independent third-party consultant, we engaged with internal and external stakeholders to identify a list of topics and issues that are a priority for TDCX (see figure below).

The assessment showed that critical elements to TDCX spanned the areas of strong governance, social impact, customer privacy and environmental responsibility. With people at the heart of TDCX’s business, social factors relating to employment, training and education, diversity and equal opportunity are also critical to our continued success and the sustainable development of the wider community.

These key topics will form our areas of focus as we determine our strategies, initiatives and performance in relation to ESG. As we progress on our ESG efforts, we aspire to provide further details in a sustainability report.

 

Category

  

ESG Topics

Social

   Employment practices
   Training and development
   Diversity and inclusion
   Data privacy

Environmental

   Energy management
   Climate change & emissions

Governance

   Business ethics, integrity & transparency

An overview of our approach addressing ESG-related topics, and a summary of our ESG-related initiatives and corporate social responsibility, or CSR, activities are provided below.

Social

To achieve the positive impact we aim to bring, the transformation must first begin within the heart of our organization – our people. Our employees and distinctive corporate culture are important enablers of our success. Hence, we place great care and emphasis on creating a work environment where everyone feels safe, supported and empowered.

 

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We strive to create an optimal environment by promoting human rights and economic empowerment, creating diverse and gender-equal workplaces, and investing in our people’s development and wellness.

To this end, we strive to advance impact sourcing across our global markets. As of December 31, 2023, we have a workforce consisting of 91 different nationalities and 48 ethnic groups. Additionally, women make up over half of our employees across our global footprint.

We aim to actively create a work environment that offers opportunities for both women and men to develop and to progress in their careers by providing access to mentorship, leadership development, and implementing fair and transparent pay practices. Such initiatives have led to women making up approximately half of our leadership.

Community

We believe in transforming communities and creating a positive social impact by giving back, one project at a time. From promoting inclusive economic growth, supporting educational development, providing disaster relief, to partnering with non-government organizations and responsible sourcing, our CSR programs are aimed at helping and uplifting members of the communities in the countries where we operate.

In October 2022, we launched the TDCX Foundation as a donor advised fund managed by the SymAsia Foundation, a grant-making foundation established and registered by Credit Suisse, which aims to drive social impact for disadvantaged communities, particularly by providing funding for initiatives that provide access to technology, connectivity, IT equipment, and the skills needed to thrive in a digital economy.

In the same year, we pledged S$150,000 towards digital empowerment projects across our biggest markets for implementation in the next three to four years. The first project that we supported through the TDCX Foundation came to fruition in 2023. With the help of World Vision Foundation of Thailand, we were able to digitize a school library in the rural highlands of Udon Thani province. The project’s goal was to equip the school library with digital equipment, such as computers, laptops and educational software, to enable students’ participation in e-learning programs for greater digital literacy. Notably, in the final report from World Vision Foundation of Thailand, it was highlighted that the project has successfully contributed to the increased attendance of students in the school library and growth in students’ interest in self-led learning in their new digital environment.

In the Philippines, TDCX worked with World Vision in equipping and empowering out-of-school youth individuals with soft skills to be employed in digital jobs in the customer service industry. The youth were given training in communication strategies and etiquette, building rapport, customer profiling, navigating job interviews, and more. Several participants who had completed the three-week course were able to secure jobs within months following the training.

Aside from supporting digital empowerment initiatives, TDCX Foundation also extends help and support in times of global calamities. In February 2023, TDCX partnered with UNICEF Philippines and donated US$10,000 to the victims of the 7.8-magnitude earthquake in Türkiye, which left many children and families in need of food, clothes, and shelter.

Throughout 2023, our global campuses actively partnered with over 30 external organizations and implemented CSR activities in their own local communities. We have made in-kind donations of food, clothes, and gadgets, and undertaken tree planting activities, clean-up drives, blood donation drives, outreaches in animal shelters and orphanages, and more. Through the participation and contribution of our people in various CSR initiatives, we reached approximately 2,000 volunteer hours.

Environment

We embrace our role in promoting sustainability through offsetting our carbon footprint, conserving water, minimizing the use of single-use plastics, and advocating recycling and environmental preservation across all our sites. We aspire to do business with a purpose beyond profit by encouraging positive environmental change. Aligned with our goal to be a climate-neutral company within the decade, we have offset 44,470 tonnes of carbon dioxide emissions by investing in Clean Development Mechanism projects supported by the United Nations. In addition, we purchased 3,500 megawatt-hours of International Renewable Energy Certificates, or I-RECs to reduce our scope 2 emissions. We had our carbon footprint inventory externally verified (ISO 14064) and achieved carbon neutral status (PAS 2060) for the second year in a row, covering calendar years 2021 and 2022 emissions data.

Additionally, TDCX partnered the Philippine Eagle Foundation to adopt a two-hectare plot within the Monkayo Pag-asa Carbon Forest in Davao de Oro, the Philippines. In 2023, a total of 1,763 trees were planted in the forest and among those planted were Lauan, Narra, Dao, Salingogon, Ipil, and Pili tree saplings, all of which are native and endemic species of trees in the country.

 

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Governance

We recognize that good corporate governance is essential for embedding sustainable business practices across the Group. This long-term, responsible approach is part of our ethos and is central to our business strategy and activities. Our board of directors currently consists of five directors, of whom two are independent. Our board of directors has determined that none of our independent directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under the rules of NYSE. Our board of directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

Insurance

We maintain property insurance policies covering our equipment and facilities in accordance with customary industry practice. We carry occupational injury, medical, pension, maternity and unemployment insurance for our employees, in compliance with applicable regulations. We do not carry general business interruption or “key person” insurance. We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Singapore and in the market in which we operate.

Litigation and Other Legal Proceedings

As of the date hereof, we are not party to any significant proceedings.

Regulatory Environment

Due to the geographic diversity of our operations and services, our operations are subject to a variety of rules and regulations. We are subject to all of the local regulations generally applicable to businesses in the jurisdictions in which we operate, including with respect to employment, health and safety, competition, tax and other regulations. We set out below brief descriptions of certain regulations particularly significant to our operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Countries Where We Operate—Developments in the social, political, regulatory and economic environment in the countries where we operate may have a material and adverse impact on us.”

Singapore

The Personal Data Protection Act 2012 of Singapore, or the PDPA, generally requires organizations to give notice and obtain consents prior to collection, use or disclosure of personal data (being data, whether true or not, about an individual who can be identified from that data or other accessible information), and to provide individuals with the right to access and correct their own personal data. Organizations have mandatory obligations to assess data breaches they suffer, and to notify the Singapore Personal Data Protection Commission, or the PDPC, and the relevant individuals where the data breach is of a certain severity. The PDPA also imposes various baseline obligations on organizations in connection with permitted uses of, accountability for, the protection of, the retention of, and overseas transfers of, personal data. In addition, the PDPA requires organizations to check “Do-Not-Call” registries prior to sending marketing messages addressed to Singapore telephone numbers, through voice calls, fax or text messages, including text messages transmitted over the Internet.

The PDPA creates various offenses in connection with the improper use of personal data, certain methods of collecting personal data and certain failures to comply with the requirements under the PDPA. These offences may be applicable to organizations, their officers and/or their employees. Offenders are liable on conviction to fines and/or imprisonment. The PDPA empowers the PDPC with significant regulatory powers to ensure compliance with the PDPA, including powers to investigate, give directions and impose a financial penalty of up to S$1 million, or, for organizations with more than S$10 million annual turnover in Singapore, up to 10% of the organization’s annual turnover in Singapore. In addition, the PDPA created a right of private action, pursuant to which the Singapore courts may grant damages, injunctions and relief by way of declaration, to persons who suffer loss or damages directly as a result of contraventions of certain requirements under the PDPA. A Court of Appeal decision in 2022 has also clarified that the right of private action under the PDPA is available to claimants who have suffered pecuniary losses and other heads of loss recognized at common law, and also, in an appropriate case, to a claimant who has suffered emotional distress due to a PDPA breach.

The PDPA was last amended by the Personal Data Protection (Amendment) Act 2020, which is only partially in force. As of the date of this annual report, key portions of such Act not yet in force include a requirement for organizations to transfer personal data of an individual to a different organization where requested by the individual (generally referred to as “data portability”).

The Employment of Foreign Manpower Act 1990 of Singapore provides that no person shall employ a foreign employee unless the foreign employee has a valid work pass. Work passes are issued by the Controller of Work Passes.

 

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The Employment Act 1968 of Singapore, or the Singapore EA, prescribes certain minimum conditions of service that employers are required to provide to their employees, including (i) minimum days of statutory annual and sick leave; (ii) paid public holidays; (iii) statutory protection against wrongful dismissal; (iv) provision of key employment terms in writing; and (v) statutory maternity leave and childcare leave benefits. In addition, certain statutory protections relating to overtime and hours of work are prescribed under the Singapore EA, but only apply to limited categories of employees, such as an employee (other than a workman or a person employed in a managerial or an executive position) who receives a salary of up to S$2,600 a month. Other employment-related benefits which are prescribed by law include (i) contributions to be made by an employer to the Central Provident Fund, under the Central Provident Fund Act 1953 in respect of each employee who is a citizen or permanent resident of Singapore; (ii) the provision of statutory maternity, paternity, childcare and adoption leave benefits (in each case subject to the fulfilment of certain eligibility criteria) under the Child Development Co-savings Act 2001; (iii) statutory protections against dismissal on the grounds of age, and statutory requirements to offer re-employment to an employee who attains the prescribed minimum retirement age, under the Retirement and Re-employment Act 1993 and (iv) statutory requirements relating to work injury compensation, and workplace safety and health, under the Work Injury Compensation Act 2019 and the Workplace Safety and Health Act 2006, respectively.

There is no minimum statutorily prescribed wage in Singapore. Singapore employment law also does not prescribe any mandatory annual wage supplement, bonus payments or severance payments to be provided by an employer to its employees. Any such payment to be made to an employee (including as to frequency and amount) is at the discretion of the employer. An employer and its employee are generally free to agree on a notice period for termination of employment. If the employment contract does not provide for a notice period, the employer must adhere to the minimum notice periods stipulated in the Singapore EA. The Singapore EA confers a statutory right on either party to terminate the employment relationship immediately without waiting for the expiry of the notice period by paying salary in lieu of notice.

The Employment Agencies Act 1958 of Singapore, or the Singapore EAA, provides for the regulation of employment agencies. An employment agency refers to any agency or registry carried on or represented as being or intended to be carried on (whether for the purpose of gain or reward or not) for or in connection with the employment of persons in any capacity, but does not include any registry set up by an employer for the sole purpose of recruiting persons for employment on his own behalf. The Singapore EAA requires a person carrying on an employment agency to hold a license from the Commissioner for Employment Agencies of Singapore. Under the Employment Agencies Rules 2011 of Singapore, a license granted under the Singapore EAA shall be valid only in respect of the type of employment specified in the license, and a separate license shall be taken out for each employment agency.

Our Singapore subsidiary, TDCX Talent Solutions Pte. Ltd., obtained an employment agency license prescribed under the Singapore EAA in December 2023 which, subject to the conditions specified therein, permits it to carry on an employment agency for all types of workers except foreign domestic workers.

The Philippines

Under Philippine law, any person intending to conduct business within a local government unit’s administrative jurisdiction is required to secure a business permit issued by the local chief executive of such local government unit. The conduct of business operations without the required business permit may result in the payment of fines that may vary depending on the amounts prescribed in the tax ordinance of the relevant local government unit, and/or closure of the business. In the case of any violation of the ordinances of the relevant local government unit, the local government unit may impose fines, and in certain cases, revoke or cancel a business permit. If a business permit is revoked or cancelled, the local government unit shall also order the closure of the business.

Companies registered with Philippine Economic Zone Authority, or PEZA, are entitled to and may avail certain incentives under Philippine law, subject to compliance with applicable rules and regulations of PEZA. PEZA is a government agency that operates, administers and manages designated special economic zones, or Ecozones, around the Philippines. An Ecozone may contain any or all of the following: industrial estates, export processing zones, free trade zones, and tourist or recreational centers. PEZA-registered enterprises within an Ecozone are entitled to fiscal and non-fiscal incentives such as, but not limited to, income tax holidays. The enjoyment by PEZA-registered enterprises of certain fiscal and non-fiscal incentives is subject to the terms and conditions of their respective registration agreements with PEZA, and continuing compliance with the PEZA rules and regulations and related laws. Transfers of assets of the PEZA-registered enterprises used in relation to its PEZA-registered business require the consent or approval of PEZA. In addition, the transfer or sale of all or substantially all of the assets of the corporation shall be subject to the requirements of Act No. 3952, as amended, otherwise known as the “Bulk Sales Law” and the Revised Corporation Code of the Philippines.

In respect of declaration and payment of dividends, the board of directors of a Philippine corporation may only declare dividends out of unrestricted retained earnings. The issuance of stock dividends also requires the ratification of at least two-thirds (2/3) of the outstanding capital stock of the corporation.

 

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The Data Privacy Act of 2012 of the Philippines, or the Philippine Data Privacy Act, is a comprehensive and strict privacy legislation aimed to protect the fundamental human right to privacy of data subjects by: (a) protecting the privacy of individuals while ensuring free flow of information; (b) regulating the collection, recording, organization, storage, updating or modification, retrieval, consultation, use, consolidation, blocking, erasure or destruction of personal data; and (c) ensuring that the Philippines complies with international standards set for data protection through the National Privacy Commission, or NPC. The Philippine Data Privacy Act mandates companies to inform the individuals about how their personal information is collected and processed. It also ensures that all personal information must be (a) collected and processed with lawful basis, which includes consent, and only for reasons that are specified, legitimate, and reasonable; (b) handled properly, ensuring its accuracy and retention only for as long as reasonably needed; and (c) discarded properly to avoid access by unauthorized third parties. Under the Philippine Data Privacy Act and its implementing rules, all Philippine companies shall comply with the following requirements: (a) appoint a data protection officer; (b) conduct a privacy impact assessment; (c) adopt a privacy management program and privacy policy; (d) implement privacy and data protection measures; and (e) establish a breach reporting procedure. In addition, companies with at least 250 employees, or whose processing is likely to pose a risk to the rights and freedoms of data subjects, or whose processing is not occasional, or with access to sensitive personal information of at least 1,000 individuals, are required to register their data processing systems with the NPC. Non-compliance with applicable provisions of the Philippine Data Privacy Act may, upon notice and hearing, be subject to compliance and enforcement orders, cease and desist orders, temporary or permanent bans on the processing of personal data, or payment of fines. In the case of non-compliant corporations, the penalty of fine and/or imprisonment shall be imposed upon the responsible officers (e.g., data protection officer, compliance officer), as the case may be, who participated in, or by their gross negligence, allowed the commission of the crime and/or security breach. Companies that are not subject to the mandatory registration requirement, and that choose not to voluntarily register, must submit a sworn declaration to the NPC providing for, among others, an undertaking to register with the NPC in the event such companies become subject to the mandatory registration requirement. A company that has successfully completed the registration process shall be issued a Certificate of Registration which is valid for one year from its date of issuance and renewable 30 days before the expiration thereof.

With respect to labor and employment, the Department of Labor and Employment, or DOLE, is the Philippine government agency which has exclusive authority in the administration and enforcement of labor and employment laws such as the Labor Code of the Philippines and the Occupational Safety and Health Standards and such other laws as specifically assigned to it or to the Secretary of DOLE.

Republic Act No. 6727, otherwise known as the Wage Rationalization Act of the Philippines, or RA 6727, mandates the fixing of minimum wages applicable to different industrial sectors including retail and service establishments. Pursuant to RA 6727, the relevant Regional Tripartite Wages and Productivity Board issues wage orders which prescribe the daily minimum wage rates per industry per locality within the region and in some instances depending on the number of workers and the capitalization of enterprises. The wage increases prescribed under the wage orders generally apply to all private sector workers and employees receiving the daily minimum wage rates or those receiving up to a certain daily wage ceiling, where applicable, regardless of their position, designation, or status of employment, and irrespective of the method by which their wages are paid.

Under the Labor Code of the Philippines, employees may be retired upon reaching the retirement age established in the employment contract or applicable collective bargaining agreement, if any. In the absence of any agreement providing for retirement benefits of employees, an employee, who has served at least five years in an establishment which employs more than ten employees, may retire upon reaching the age of 60 years or more but not beyond 65, which is the compulsory retirement age. The minimum retirement pay shall be equivalent to one-half month’s salary for every year of service, a fraction of at least six months being considered as one whole year. The retirement benefits mandated by the Labor Code of the Philippines are separate and distinct from those granted by the Social Security System, or SSS.

An employer or any person who uses the services of another person in business, trade, industry or any undertaking is required under Republic Act No. 11199, the Social Security Act of 2018, to ensure coverage of employees following procedures set out by the law and the SSS. Under the said law, an employer must deduct from its employees their monthly contributions in an amount corresponding to his salary, wage, compensation or earnings during the month in accordance with the monthly salary credits, the schedule and the rate of contributions as may be determined and fixed by the Social Security Commission, pay its share of contribution and remit these to the SSS within a period set by law and/or SSS regulations.

Employers are likewise required to ensure enrollment of its employees in a National Health Insurance Program administered by the Philippine Health Insurance Corporation, a government corporation attached to the Department of Health tasked with ensuring sustainable, affordable and progressive social health insurance pursuant to the provisions of Republic Act No. 10606, the National Health Insurance Act of 2013. On February 20, 2019, Republic Act No. 11223, the Universal Health Care Act, was enacted, which amended certain provisions of the National Health Insurance Act of 2013. Under the said law, all Filipino citizens are automatically enrolled into the National Health Program. However, membership is classified into two types, direct contributors and indirect contributors. Direct contributors refer to those who have the capacity to pay premiums, are gainfully employed and are bound by an employer-employee relationship, or are self-earning, professional practitioners, migrant workers, including their qualified dependents, and lifetime members. On the other hand, indirect contributors refer to all others not included as direct contributors, as well as their qualified dependents, whose premium shall be subsidized by the national government including those who are subsidized as a result of special laws. Every member is also granted immediate eligibility for a health benefit package under the program.

 

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Under Republic Act No. 9679, the Home Development Mutual Fund Law of 2009, all employees who are covered by the SSS must also be registered with and covered by the Home Development Mutual Fund, more commonly referred to as the Pag-IBIG Fund.

Malaysia

In general, there is a requirement to obtain business premise licenses from the relevant local councils and authorities in accordance with the Local Government Act 1976 and the relevant by-laws and regulations for operating business premises in Malaysia. Most local or district councils have Licensing of Trades, Businesses and Industries By-Laws which stipulate, among others, that no person shall carry on any trade, business or industry in any place or premise within the respective district council unless he is licensed. Each set of by-laws applies within the boundaries of each local or district council. It is an offence for any person to use any premises for operating any business premises without a business premises license, which on conviction, is punishable with a fine not exceeding RM2,000 or to imprisonment for a term not exceeding one year or both and in the case of a continuing offence, to a fine not exceeding RM200 for each day during which the offence is continued after conviction.

Under the Personal Data Protection Act 2010 of Malaysia, or the Malaysian PDPA, organizations are required to (i) obtain consent from the individuals prior to collecting, using or disclosing their personal data unless the limited exceptions under the Malaysian PDPA arise; (ii) inform individuals in writing in two languages (i.e., English and the national language) of, amongst other things, the purposes for which their personal data will be processed and the third parties to whom their personal data will be disclosed; (iii) ensure that the personal data collected will be processed in a safe and secure manner in accordance with the security standards prescribed under the Personal Data Protection Standard 2015; and (iv) comply with the requirements under the relevant code of practice on personal data protection issued by the Personal Data Protection Commissioner of Malaysia which include, amongst others, the need for organizations to incorporate certain additional information in the personal data protection notice issued to individuals, and to implement security measures for high-risk processing activities including, but not limited to, robot process automation, AI, data analysis and prospective emerging technologies.

An organization that fails to comply with the provisions under the Malaysian PDPA may, if found guilty, be liable to a financial penalty up to a maximum of RM500,000 and any person who, at the time of the commission of the offence, was a director, chief executive officer, chief operating officer, manager, secretary or any person in a managerial capacity, may also be jointly or severally liable with the organization and be subject to imprisonment of up to a maximum of three years.

With respect to employee considerations, companies in Malaysia are also subject to the requirements under the Employees Provident Fund Act 1991, or the EPF Act, the Employees Social Security Act 1969, or the ESS Act, and the Employment Insurance System Act 2017, or the EIS. The EPF Act imposes a statutory obligation on employers and employees to make contributions to the employees’ provident fund, or the EPF, which is a pension fund that is mandatory (with a few exceptions) for all Malaysian employees. The EPF is a saving scheme for retirement purposes of an employee.

The ESS Act provides for social security for employment injury contingencies in favor of employees and is administered by the Social Security Organization, or SSO. It provides the right to claim benefits such as invalidity pension, disablement benefit, dependent’s benefit, funeral benefit and survivors’ pension. With effect from June 1, 2016, employers are required to make monthly deductions and contributions for all employees depending on their ages but regardless of their monthly wages, and generally calculated based on their monthly wages.

The EIS is an act administered by the SSO to provide certain benefits and a re-employment program for insured persons in the event of loss of employment. The EIS will provide temporary financial aid for up to six months for retrenched employees until they find new employment. Under the EIS, every employee and employer is required to pay mandatory monthly contributions to the SSO in accordance with the prescribed rates.

 

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In Malaysia, the Employment (Restriction) Act 1968 provides that a non-citizen shall not be employed in any business in Malaysia without a valid employment permit. A foreign employee is required to obtain a work permit such as employment pass or professional visit pass issued by the Department of Immigration, Malaysia in order to carry out employment in Malaysia. Additionally, pursuant to the Employment (Amendment) Act 2022 which came into force on January 1, 2023, an employer is required to obtain the prior approval of the Director General of Labour of Malaysia before employing any foreign employee. An employer who fails to comply with this requirement may, if found guilty, be liable to a fine not exceeding RM100,000 or to imprisonment for a term not exceeding five years or both. However, such approval is not required for foreign employees employed before the Employment (Amendment) Act 2022 came into force.

Thailand

The Foreign Business Act B.E. 2542 (A.D. 1999), or the FBA, is the primary law regulating foreign participation or ownership of business operations in Thailand. Unless otherwise permitted by other applicable laws (e.g., Investment Promotion Act B.E. 2520 (A.D. 1977) (as amended), other bilateral treaties and etc.), foreign business operations in Thailand will generally be subject to the FBA and, a “Non-Thai” person (as defined in the FBA) cannot conduct certain restricted businesses in Thailand, unless a foreign business license is obtained.

Under the FBA, a “Non-Thai” is defined as:

 

  (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).

In addition, any investment by the Thai partners must be genuine and can be proved to the satisfaction of Thai courts that the Thai partners do not hold shares for or on behalf of the Non-Thai person in breach of applicable foreign shareholding limit. The Civil and Commercial Code of Thailand (as amended), with effect from February 7, 2023, requires a private company to have a minimum number of two shareholders. Failure to comply with such minimum shareholder requirement may be grounds for a Thai court to order dissolution of the company.

The Life Insurance Act B.E. 2535 (A.D. 1992) (as amended) and the Non-Life Insurance Act B.E. 2535 (A.D. 1992) (as amended) and relevant rules and regulations issued thereunder by the Office of Insurance Commission of Thailand regulate, amongst others, an operation of insurance brokerage business in Thailand, whereby any person wishing to engage in insurance brokerage business must obtain a requisite license before commencing such businesses.

The Commercial Registration Act B.E. 2499 (A.D. 1956) (as amended) and relevant rules and regulations issued thereunder by the Ministry of Commerce of Thailand require operators of certain prescribed businesses, including trading of products or services by electronics via an Internet system, to register themselves with the relevant Commercial Registration Office. Likewise, the Personal Data Protection Act B.E. 2562 (A.D. 2019), or the Thai PDPA, which came into full effect on June 1, 2022 (as deferred by the Royal Decree on Entities and Businesses of Data Controllers that are Exempted from the Personal Data Protection Act B.E. 2562 (A.D. 2019) (No.2) B.E. 2564 (A.D. 2021)), regulates the collection, storage, usage, disclosure and transfer of personal data of individuals in Thailand. In brief, the Thai PDPA requires data controllers and data processors to comply with the requirements prescribed thereunder, including, amongst others, consent requirements, lawful grounds, privacy notice, disclosure and transfer restrictions, and rights of data subjects.

 

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We are also the recipient of certain investment incentives provided by the Thailand BOI. The Investment Promotion Act B.E. 2520 (A.D. 1977) (as amended) empowers the Thailand BOI to grant investment incentives to qualified business activities in Thailand. In particular, the Thailand BOI incentives primarily include (i) tax incentives (e.g., exemption or reduction of corporate income tax and import duties for machinery and raw materials); and (ii) non-tax incentives (e.g., permission to own land, remittance of foreign currency and bringing skilled workers into Thailand). In this connection, the Thailand BOI incentives are granted according to the type of qualified business activities (i.e., Activity-based incentives), whereby additional incentives may be granted for businesses which stimulate competitiveness enhancement, decentralization and industrial area development (i.e., Merit-based incentives). See “Item 3. Key Information—D. Risk Factors—Risks Related to our Business and Industry—We may fail to attract and retain enough highly trained employees to support our operations.”

The principal laws governing labor matters in Thailand are the Civil and Commercial Code (as amended) on contracts relating to the hire of services, the Labor Protection Act B.E. 2541 (A.D. 1998) (as amended), the Labor Relations Act B.E 2518 (A.D. 1975) (as amended), the Social Security Act B.E. 2533 (A.D. 1990) (as amended) and the Workmen’s Compensation Act B.E. 2537 (A.D. 1994) (as amended), which regulate work hours, holidays, leaves, wages, overtime, work rules and regulations, severance pay, welfare, and other similar matters. In the case of a termination of employment, the employer is obligated to provide prior notice to any employees being terminated not less than one wage payment period in advance or pay wages to such employees in lieu of the advance notice, which must be paid on the termination date. Likewise, an employer is generally required to make payment of severance pay to employees if their employment is terminated through no fault of their own in an amount ranging from 30 to 400 days’ worth of their remuneration, depending on an individual employee’s period of employment.

China

Under the PRC Foreign Investment Law, businesses operating in industries on the “negative list” are subject to restrictions on foreign ownership. Call center services are a sub-segment of the value-added telecommunications sector, which was included on the negative list until July 2019 (pursuant to the Special Management Measures for the Market Entry of Foreign Investment (Negative List) (2019 Version)). The PRC Telecommunication Regulation and the Measures on Administration of Licensing for Telecommunication Operation requires that a call center operator in the value-added telecommunications industry obtain a VATS License. As a result, prior to July 2019, a foreign owned entity, such as Agorae Beijing, could provide call center services in the PRC only through a joint venture with a PRC partner and the foreign entity was able to hold no more than 50% of the equity in the joint venture. Although the restriction on foreign shareholding in call center services businesses has now been lifted, the national implementation of rules on how a foreign owned entity can apply for the VATS License have not been promulgated, and it is unclear whether or when the national implementation rules will be enacted. See “Item 3. Key Information—D. Risk Factors—Risks Related to Countries Where We Operate—If the PRC government deems that Agorae Beijing’s contractual arrangements did not comply with PRC regulatory restrictions on foreign investment or VATS License requirements, we could be subject to adverse consequences.”

The Cybersecurity Law of the People’s Republic of China, or the PRC Cybersecurity Law, which came into effect as of June 1, 2017, and the relevant regulations require that network operators, which include, among others, call center services providers, take technical measures and other necessary measures to safeguard the safe and stable operation of the networks, effectively respond to network security incidents, prevent illegal and criminal activities, and maintain the integrity, confidentiality and availability of data. The PRC Cybersecurity Law also reaffirms the principles and requirements on personal information protection and strengthens the obligations of network operators in the process of collecting, using, disclosing, storing and transferring personal information. Network operators who do not comply with the PRC Cybersecurity Law may be subject to fines, suspension of operation, shutdown of websites, revocation of business license, and, in severe cases, criminal liabilities. Moreover, on September 14, 2022, the CAC released a draft amendment to the PRC Cybersecurity Law, or Amendment Draft, for public comments. If the Amendment Draft comes into effect, penalties for violations of Cybersecurity Law will be significantly strengthened. For instance, maximum fines for network operators who breach cybersecurity obligations may increase to RMB 50 million or five percent of their prior year’s revenue in cases with “severe” consequences. It is uncertain when the Amendment Draft will come into effect and whether any modifications will be made to the final version.

 

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The PRC PIPL, which was promulgated on August 20, 2021 and took effect on November 1, 2021, imposes restrictions on entities and individuals that collect and process personal data and sensitive information on subjects in China (such entities or individuals, “personal data processors”). The PRC PIPL generally requires personal data processors to notify and obtain consents prior to collection, storage, use, processing, transmission, provision, disclosure, or deletion of personal information (being all kinds of information related to identified or identifiable individuals) and to provide individuals with the right to withdraw their consent and to access, copy and correct their own personal information. The PRC PIPL also imposes various baseline obligations on personal data processors in connection with permitted uses of, accountability for, the protection of, the retention of, and overseas transfers of, personal data. The PRC PIPL includes a requirement for personal data processors to transfer personal data of an individual to a different organization when requested by the individual (generally referred to as “data portability”).

Personal data processors have mandatory obligations to assess data breaches they suffer, and to notify the CAC, and the CAC has the right to order the personal data processor to notify the relevant individuals where the data breach is of a certain severity. The PRC PIPL creates various offenses in connection with failure to comply with the requirements under the PRC PIPL. These offenses may be applicable to personal data processors, their officers and/or their employees. Offenders are liable on conviction to fines of up to RMB50 million, or 5% of last year’s annual revenue, and/or suspension of operation. The PRC PIPL empowers the CAC with significant regulatory powers to ensure compliance with the PRC PIPL, including powers to investigate, give directions and impose penalties. In addition, the PRC PIPL created a right of private action, pursuant to which the Chinese courts may grant damages to persons who suffer loss or damages as a result of actions of a personal data processer, unless the personal data processor can prove it is not at fault.

Certain cybersecurity review measures, which were promulgated on December 28, 2021 and took effect on February 15, 2022, require regulatory screening of overseas initial public offerings by companies with certain scale of personal information. Pursuant to these measures, if any network platform operator possesses personal information of more than one million Chinese users, it needs to file with the Cyberspace Administration of the PRC, or the CAC, for a cybersecurity review prior to the listing of its securities on any foreign stock exchange. Since these measures came into effect after we went public in 2021, and such measures do not provide for any retrospective effect, we have not applied to CAC for a cybersecurity review. Nonetheless, in light of China’s increased focus on cybersecurity and data protection regulation, there can be no assurance that there will not be any other impact on our operations from further regulation.

The Measures for the Security Assessment of Data Cross-border Transfer, or the DESA Measures, which were promulgated on July 7, 2022 and took effect on September 1, 2022, aim to flesh out the scheme of data export security assessment, or DESA, in China. The DESA Measures lay out the substantive and procedural requirements for export of data out of PRC through a tiered security assessment system, and prescribe obligations for companies which transfer data abroad as well as overseas recipients of China-originated data. The DESA envisages two prongs: risk self-assessment by the data exporter itself, or RSA, and organized assessment coordinated by the CAC, or OSA. The DESA Measures require the data processor to implement RSA and OSA when applicable. Data processors engaging in cross-border transfer shall apply for an OSA to the CAC upon certain circumstances. Hence, a data processor needs to adequately monitor data cross-border transfers and post-transfer activities relating to the data concerned. Failure to effectively monitor post-transfer activities can create significant compliance exposure. If the CAC finds that a previously cleared data export activity no longer meets the relevant security management requirements, it will revoke its clearance. In such case, the data processor shall terminate the data export activity, conduct rectification as required, and re-apply for an OSA after the completion of such rectification.

 

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According to the Standard Contract Measures for the Cross-Border Transfer of Personal Information, or the Standard Contract Measures, which were promulgated on February 24, 2023 and took effect on June 1, 2023, signing a standard contract is one of the few legitimate mechanisms for cross-border data transfer under the PRC PIPL, alongside the OSA administered by CAC and certification from a qualified institution. The Standard Contract Measures provide detailed explanations on application scenarios, specific conditions, and filing requirements for the signing of standardized contracts. Companies using this mechanism must conduct a prior Personal Information Protection Impact Assessment, or PIPIA, and file the signed standard contract along with the PIPIA report with the provincial CAC after it takes effect. The Standard Contract Measures also outline what should be assessed during the PIPIA. This approach is relatively straightforward since external approval or certification is not required, making it more suitable for companies transferring small amounts of non-sensitive data that do not pose a risk to national security or interests.

On March 22, 2024, the CAC promulgated the Measures to Promote and Regulate Cross-Border Data Flow, or the PRCBDF Measures, which took effect immediately. The PRCBDF Measures ease up China’s regulatory regime towards cross-border data transfers. Data processors are exempt from signing a standard contract, undergoing the OSA administered by CAC or certification from a qualified institution when providing personal information (excluding important data) abroad under the following conditions: (i) for the purpose of concluding or performing a contract where an individual is a party, such as for cross-border shopping, mailing, remittance, payment, account opening, flight and hotel bookings, visa applications, or examination services, where it is necessary to provide personal information abroad; (ii) for implementing cross-border human resources management in accordance with legally established labor regulations and collective contracts, necessitating the provision of employees’ personal information abroad; (iii) in emergency situations to protect the life, health, and property safety of natural persons, where it is necessary to provide personal information abroad; (iv) for data processors other than critical information infrastructure operators, if they provide personal information (excluding sensitive personal information) of fewer than 100,000 people abroad cumulatively from January 1 of the current year. The PRCBDF Measures also increase the thresholds for data processors, other than critical information infrastructure operators, to initiate the OSA. Now, the OSA is required for the export of non-sensitive personal information of over 1 million individuals or sensitive personal information of more than 10,000 individuals, tallied cumulatively since January 1 of the current year.

The Provisions on Protection of Personal Information of Telecommunication and Internet Users, or the PRC TIUPIP Provisions, which came into effect as of September 1, 2013, particularly focuses on the protection of personal information of end-users of telecommunications services and internet information services. The PRC TIUPIP Provisions require telecommunication service operators, which include, among others, call center services providers, to adhere to the principles of legality, appropriateness and necessity, when collecting and using end-users’ personal information in the process of providing services. The PRC TIUPIP Provisions also include detailed procedural requirements that service providers must follow to collect and use end-users’ personal information and measures that service providers should take to prevent the leakage, destruction, tampering or loss of end-users’ personal information. Service providers who do not abide by the PRC TIUPIP Provisions may be subject to warnings, fines and, in severe cases, criminal liabilities.

Pursuant to the Labor Law of the People’s Republic of China, or the PRC Labor Law, promulgated on July 5, 1994, and amended on August 27, 2009 and December 29, 2018, the PRC Labor Contract Law of the People’s Republic of China, or the PRC Labor Contract Law, promulgated on June 29, 2007, and amended on December 28, 2012 and the relevant regulations on labor protection in the PRC, labor relationships between employers and employees must be specified in written form and employers must pay wages to employees in amounts not lower than local minimum wages standards. An employer may legally terminate a labor contract and dismiss its employees after reaching agreement upon negotiations with the employee or, where applicable, by fulfilling statutory conditions. However, the PRC Labor Contract Law requires the payment of statutory severance pay upon the termination of an employment contract in most cases. With respect to employee benefits, employers are required to register with the relevant social insurance authorities and provide their employees with welfare schemes covering pension, unemployment insurance, maternity insurance, work-related injury insurance and medical insurance. Employers are also required to register with the relevant administrative centers for housing fund and deposit housing funds for their employees. Employers shall make all social insurance contributions and housing fund contributions on a monthly basis. Except for mandatory exceptions such as force majeure, social insurance premiums and housing provident fund may not be paid late, reduced or be exempted.

 

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C.

Organizational Structure.

We are a holding company and we operate our business through a number of direct and indirect subsidiaries. The chart below sets out our corporate structure as of the date of this annual report.

 

LOGO

 

(1)

Effective ownership (voting powers).

(2)

Dormant entity.

 

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D.

Property, plants and equipment.

Our corporate headquarters is located in Singapore and, as of December 31, 2023, we leased properties in Singapore, Malaysia, Hong Kong, Thailand, the Philippines, Japan, China, Spain, India, Colombia, South Korea, Romania, and Türkiye. Our largest footprint in terms of leased property spaces that support our operations are the Philippines, where we lease approximately 305,234 square feet, Malaysia, where we lease approximately 233,784 square feet, and Singapore, where we lease approximately 89,249 square feet and includes our corporate headquarters.

In addition, we have obtained a right to use facilities in Malaysia, Vietnam, Brazil, Indonesia and Taiwan from co-working space providers. Once we have established business in a new geography, as part of our scaling process, we will enter into leases in order to support our operations.

 

Item 4A.

UNRESOLVED STAFF COMMENTS

None.

 

Item 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report.

 

A.

Operating results.

Overview

We are an award-winning digital customer experience solutions provider for innovative technology and other blue-chip companies. We offer omnichannel CX solutions, sales and digital marketing services, and content, trust and safety services. We have specific expertise in providing tailored digital customer experience solutions to manage complex customer interactions that go beyond providing boilerplate responses and which require a highly trained workforce capable of effectively delivering our differentiated services and solutions to our clients and their customers. Our focus on complex digital solutions enables us to provide higher value services and solutions for our clients.

We believe our employees and our distinctive corporate culture are key enablers of our success, a core strength and part of our competitive advantage. Our corporate culture is designed to foster a work environment that attracts, develops and retains a highly skilled workforce that can effectively engage in complex customer interactions. We focus on reinforcing a culture that emphasizes a sustainable and collaborative approach while being fully committed to our clients’ requirements. We strive to ensure that our distinctive culture is incorporated within all the relationships and processes of our organization and fits within our values and goals.

Our business comprises three key service offerings: (1) omnichannel CX solutions; (2) sales and digital marketing services; and (3) content, trust and safety services. We also offer services consisting of miscellaneous activities, such as providing workspaces to existing clients and providing human resource and administration services to clients. We help our clients manage relationships with their customers by providing digital customer experience solutions, such as after-sales service and customer support across ten industry verticals, including travel and hospitality, digital advertising and media and fast-moving consumer goods. Our sales and digital marketing services offering helps our clients market their products and services to potential customers in both the B2C and the B2B markets. Our content, trust and safety services offering helps our clients create a safe and secure online environment for social media and online platforms by providing a human touch to content, trust and safety services.

 

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Recent Developments

Merger

As discussed in “Item 4. Information on the Company—A. History and development of the Company,” on March 1, 2024, we entered into the Merger Agreement pursuant to which the Merger will occur, subject to the terms and conditions of the Merger Agreement. The Merger is currently expected to close in the second quarter of 2024. If completed, the Merger will result in the Company becoming a privately-owned company wholly-owned directly by Parent, its ADSs will no longer be listed on the NYSE, and the ADS program will be terminated.

Factors Affecting Our Results of Operations

We believe that the growth and future success of our business depends on many factors. While each of these factors presents significant opportunities to our business, they also pose important challenges that we must successfully address in order to sustain our growth, improve our results of operations and establish and maintain profitability.

Demand for our services and the pace of adoption of omnichannel CX solutions

We believe the market remains in the early stages of adoption for digital services, and the demand for, and the pace of adoption of, our services is a key driver of our revenues. Over the last few years, the increasing pace of digital change has powered the growth of technology disruptors that rely on outsourced digital customer experience solution providers. Rapid digital change has also driven the disruption of traditional blue-chip companies that have been adopting digital service delivery models. Increased demand for digital omnichannel CX solutions provides us with the opportunity to further expand our share of our existing clients’ spending and add new clients, which, in turn, increases our revenues. We have evolved our services to focus on value-added high-complexity offerings. Our focus on handling complex and mission-critical digital customer experience interactions, enhanced by our ability to solve problems for our clients by leveraging customer interaction data analytics, has allowed us to work our way up the value chain and become a comprehensive solutions provider, which we believe has enabled us to continue growing our revenues.

Expanding relationships with existing clients

We are focused on deepening and broadening our engagements with, and campaigns for, our existing clients, and our success in doing so is an important driver of our revenue growth. We have historically proven our ability to significantly scale client relationships over time by expanding the scope and size of our engagements, as well as by taking on work higher up the value chain. For example, Meta, Airbnb and a leading streaming platform became clients in 2014, 2015 and 2015, respectively, and are now among our key clients due to the expansion of relationships we have with them.

Our ability to expand our relationships with our existing clients is driven by several factors such as our track record in consistently providing high quality services to our clients’ satisfaction across locations and campaigns while staying agile and flexible to serve our clients’ dynamic and evolving needs. Our strategy has been to open offices in new geographies where we believe that there is strong potential to expand our services offerings to existing clients, grow the number of FTEs we provide in existing campaigns and enhance our share of client spending. As a result, our new office rental and maintenance expenses and other related expenses may increase before we record commensurate increases in revenue or employee benefits expenses.

 

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Delivering complex and high value services for our clients, which impacts pricing of our services and our profitability

We offer customized and differentiated CX solutions and possess the ability to handle complex and mission-critical customer experience interactions. These offerings go well beyond traditional business process outsourcing of help desk functions, as they require a higher degree of training and employee competency to undertake interactions where customer-service scripts would be insufficient to resolve customer problems. This type of work produces higher value for our clients and enables us to price our services accordingly. We have also increasingly started to gravitate towards high-value, complex interactions, which result in higher margins for our services. For example, since 2018, we have provided technical and customer support for a search engine client’s top-tier advertising customers, which were previously handled entirely by our client’s in-house team. Our ability to innovate and offer complex and high value offerings when our clients need them is an important driver of our revenues and margins. Finally, as we expand our service offerings and geographies in which we have delivery centers, we are able to optimize our cost structure across our operations.

Adding new clients that support our growth strategy

Our new clients are high-growth, new economy disruptors and traditional blue-chip companies engaged in businesses across multiple jurisdictions, whereas many of our legacy clients tended to be locally focused in only one or two jurisdictions.

Our newer multinational clients are capable of engaging us in campaigns across more jurisdictions and utilizing a wider range of our services because of their varied, dispersed and more complex business requirements. This transition to a multinational client base has driven the growth of our campaign volumes and revenues. As we continue to develop a multinational client base, we expect the volume of work from our clients across our entire platform to continue to grow. Our ability to add new multinational clients is a driver of our revenues and is impacted by factors such as positive market reputation of our services and our ability to handle complex client omnichannel CX solutions over a broad international footprint.

Performance of the industry verticals that our clients are in

The business volumes from our clients depend on the strength of their businesses, which in turn depend on the strength and overall growth of the industry vertical which they are in. If the industry vertical is growing, our clients would likely benefit and their growth will translate to higher volumes for us. Conversely, if the industry vertical is facing a slowdown, our clients’ growth would likely be impacted, and the business volumes given to us could be negatively impacted as a result. We endeavor to have a good diversification of clients within a specific industry vertical, and also to have clients across a broad range of industry verticals.

Efficiently recruiting and managing talent while managing labor costs

We believe the quality of our employees is a key differentiator in securing and retaining business, as well as in delivering superior customer experience. Through our structured recruitment process and strong emphasis on career development, we strive to attract, develop and retain the industry’s higher caliber talent. Our results of operations are impacted by: (1) our ability to recruit within short time frames and manage our employees as we scale our business; (2) our ability to optimize productivity; and (3) our ability to manage labor costs.

Attracting, recruiting and managing talent

Our ability to attract, recruit, nurture, train and develop new employees is critical to our ability to grow and scale our business. While we grow our revenues, we also seek to develop a talent pool. It is critical that we hire personnel accurately and efficiently with the right profile for new campaigns. For some fast deployment campaigns that require talents that are either highly skilled or not available in great abundance, we may utilize higher-cost recruitment sourcing channels such as external recruitment agencies to supplement our internal direct hiring. However, after the initial ramp-up phases, as the campaign begins to stabilize and normal employee attrition takes its course, our internal recruitment sourcing allows us to hire new employees at a lower cost.

We streamlined our recruitment process and boosted the efficiency of our recruitment activities through the development and implementation of in-house proprietary recruitment systems that work in tandem with an external human resource management software platform. For example, we utilize our flagship application, Flash Hire, a highly-customized, remote, video-based recruitment platform that automates initial candidate screening and selection by conducting online interviews and administering online tests.

 

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We implemented a predictive analytics tool that helps our recruiters prioritize applicant profiles that match the job requirements. This enhances productivity and guides our recruiters to timely recruit suitable candidates.

Personnel retention is one of our top priorities and helps us control our recruitment expense, and we dedicate resources to the educational development of our employees and employee wellbeing, including the development of their professional skills through obtaining relevant certifications and promoting participation in internal and external training sessions. We implemented a predictive attrition tool to help our people managers identify high-risk retention employees, have proactive conversations with such employees and develop action plans to retain our high performing talents.

Improving productivity of employees

We believe that our people are our most important asset. We focus on maximizing our employees’ ability to deliver value to our clients through high-value work. We have developed effective and cost-efficient training and knowledge base, management tools, such as Flash Learn, our online learning platform, and KB Tool, our data portal, which allow us to quickly and effectively train our employees to handle complex interactions and employ them in high-value work. Agents who deliver higher complexity services typically generate higher revenues, with employees providing content, trust and safety services providing the highest return, followed by employees providing sales and digital marketing services. We have also invested in technological infrastructure that allows us to enhance productivity, such as AI-enhanced chat-bot functionality that not only can automatically handle many interactions but also seamlessly hand contact over to human staff to manage more difficult situations. This allows us to increase the volume of interactions that a single human can support.

Managing labor costs

Employee benefits expense primarily consists of the wages we pay to our employees and is our most significant expense, accounting for 80.6%, 82.6% and 80.8%, of our total operating expenses in the years ended December 31, 2021, 2022 and 2023, respectively. As we continue to grow our business, we expect that our number of employees will increase, which we expect to drive growth in our revenues as well as our employee benefits expense. Additionally, global inflation began to rise in 2021 and has continued to increase in 2022 and 2023, despite falling as the year progressed. Inflation may increase our labor costs, including costs related to our employee salaries and benefits, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Increases in employee salaries and benefits expenses as well as changes to labor laws could affect our business.”

While we expect our labor costs to increase in the future as we continue to grow our business and number of employees, we aim to manage our labor costs carefully so that they do not increase at a rate faster than our revenues. We typically formalize a new campaign or expansion of an existing campaign before we hire employees for those campaigns. Our client contracts are mostly based on a fixed rate per FTE dedicated and assigned to the applicable campaign. Under our employee classification system, an FTE is classified as an “agent.” We seek to secure new campaigns at projected revenue levels that match our estimates of the expansion of our workforce and increased costs that we expect to incur based on our accumulated past experience in the particular business segment and jurisdiction. When considering the fixed rate for such applicable FTE, we also consider factors such as anticipated cost and wage inflation applicable for the relevant office location and the employee skill set that we need.

Our employee benefits expense with respect to an ongoing campaign is usually relatively stable. However, our overall employee benefits expense varies by the mix of services that we provide and the campaigns we undertake. Employee wages vary by the type of service provided and the skill set of the relevant employees. Agents who deliver higher complexity services typically earn higher wages, on average, with employees providing content, trust and safety services receiving the highest wages, followed by employees providing sales and digital marketing services. As the requirements for the services we provide change, our employee benefit expense may also change. In addition, the compensation may also include variable components, such as bonuses and performance incentives. In particular, the compensation for employees providing sales and digital marketing services generally includes a higher composition of variable, performance-based commission component linked to a campaign’s KPIs, such as sales attainment by agent.

 

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Foreign exchange rate fluctuations

We conduct business in multiple countries and currencies, such as the U.S. dollar, Singapore dollar, Philippine peso and Malaysian ringgit, and the currencies of other countries where we have operations, and exchange rate fluctuations, may impact our results of operations. We earn revenue primarily denominated in U.S. dollars and Singapore dollars. We incur rental payments, and expenses for employee compensation and other operating expenses in the local currencies of the jurisdictions in which we operate. Since our presentation currency is the Singapore dollar, and we translate revenues earned, expenses incurred or assets and liabilities denominated in such currencies to Singapore dollars when preparing our consolidated financial results, we are exposed to fluctuations in foreign exchange rates primarily on (i) fluctuations between the Singapore dollar and other currencies in which we earn revenue, particularly the U.S. dollar and (ii) fluctuations between the Singapore dollar and other currencies in which we have expenditures, particularly the Philippine peso, Thai baht and Malaysian ringgit. Currency fluctuations, especially the appreciation of the Singapore dollar relative to the U.S. dollar could negatively impact our results of operations, while an appreciation of the Singapore dollar relative to the Philippine peso, Thai baht and Malaysian ringgit could positively impact our results of operations. We are also exposed to foreign exchange rate fluctuations on assets and liabilities denominated in foreign currencies. In certain circumstances, we may utilize forward foreign exchange or option contracts to hedge against the risk of foreign exchange volatility of the Singapore dollar, Malaysian ringgit and Philippine peso. For further information regarding the impact of foreign exchange rate fluctuations on our results of operations and our use of foreign exchange derivative contracts, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Risk.”

Income tax expense

We are subject to income taxes in Singapore, the Philippines, Malaysia, Thailand and the other jurisdictions where we have offices. Our income taxes, which are reflected on our consolidated statement of profit or loss and other comprehensive income as “Income tax expense,” consists primarily of taxes incurred, or potential claims from, tax authorities in the jurisdictions in which we operate. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted at the end of the applicable reporting period. Our effective tax rates differ from the statutory rate applicable to us primarily due to differences between domestic and foreign jurisdiction tax rates, tax credits, non-taxable items, non-deductible expenses, and the impact of tax concessions and benefits in certain jurisdictions. For example, our subsidiary in Malaysia was awarded the Multimedia Super Corridor status in 2005 by the Ministry of Finance and Ministry of International Trade and Industry of Malaysia, which entitled the subsidiary to enjoy tax incentives under the Customized Incentive scheme. The scheme allowed for a partial tax exemption for the subsidiary on the statutory income earned from its core operations for a certain period. However, these benefits expired on January 18, 2020. We have applied to the relevant governmental agency authorities to renew such benefits and as of the date of this annual report, our application remains pending. In the Philippines, we have benefited from an income tax holiday through our registration with PEZA and BOI. We expect that our income tax holiday from PEZA will eventually expire, in respect of each delivery center in the Philippines, four years after each delivery site has begun receiving the tax holiday benefits. Changes in the geographic mix of our revenue can cause our overall effective tax rate to vary from period to period. Our income tax expense for the years ended December 31, 2021, 2022 and 2023 was S$28.2 million, S$37.0 million and S$26.3 million, respectively.

A certain degree of judgment is required in evaluating our tax positions and determining our provision for income taxes. Tax exposures can involve technical interpretations of issues and may require an extended period to resolve. Many tax authorities have significant backlogs of other cases that may also result in extended periods to achieve resolution on open issues. We cannot assure you that the final tax outcome of these matters will not be different from our current estimates. We adjust our reserves in light of changing facts and circumstances, such as the closing of tax audits, statute of limitation lapses or the refinement of tax estimates. To the extent the final tax outcome of these matters differs from the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. See also, “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Tax matters, including any reduction or withholding of tax benefits and other incentives we receive, new legislation and actions by taxing authorities may have an adverse effect on our operations, effective tax rate and financial condition.”

 

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Certain Income Statements Line Items

Revenue

We derive our revenues from providing services to our clients. Revenue is measured based on the consideration specified in a contract with a client and recognized as and when control of a service is transferred to a client, meaning when the performance obligations to the client are met. We usually enter into master service agreements with our clients, which provide a framework for services and SOWs. These SOWs define the scope, timing, pricing terms and performance obligations for each individual campaign under the respective master service agreements. Our contracts with our clients have both fixed and variable components. The agreements typically specify a fixed rate per FTE that comes with either a variable price component or fee deduction that is based on meeting (or the failure to meet) certain KPI targets. Based on the transaction price in the agreement for each performance obligation, we invoice our clients on a monthly basis as each performance obligation is satisfied after adjusting for fee deductions based on whether we meet (or fail to meet) certain KPI targets (where applicable) during that month. In general, we invoice our clients within five to 30 business days from the end of the month and typically receive payment within the 30 to 120-day period from the invoice date set forth in our client contracts.

We discuss below the breakdown of our services by revenue and geographic segment and client concentration. For additional information regarding our revenue recognition policy, see Note 3 to our audited consolidated financial statements included elsewhere in this annual report.

Revenue by Service

Our business comprises three key service offerings: (1) omnichannel CX solutions; (2) sales and digital marketing services; (3) content, trust and safety services. We also receive service fee revenues from miscellaneous activities, such as revenues from renting out workspace within our offices and providing human resource, administration services to clients and other business processing activities, as well as other miscellaneous service fees.

The following table sets forth our service provided, by amount and as a percentage of our revenues for the years ended December 31, 2021, 2022 and 2023.

 

     For the Year Ended December 31,  
     2023      2022      2021  
     US$      S$      % of
Revenue
     S$      % of
Revenue
     S$      % of
Revenue
 
     (in thousands, except percentages)  

Revenue by Service

                    

Omnichannel CX solutions

     299,590        395,040        60.0        384,184        57.8        334,047        60.2  

Sales and digital marketing

     133,796        176,423        26.8        166,506        25.1        114,718        20.7  

Content, trust and safety

     61,438        81,012        12.3        109,496        16.5        103,538        18.6  

Other service fees(1)

     4,456        5,876        0.9        3,934        0.6        2,895        0.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Revenue

     499,280        658,351        100.0        664,120        100.0        555,198        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Note:

(1)

Revenues from other service fees comprise revenue from other business process services and revenue from other services.

 

79


Table of Contents

Geographic Segment

We have an international footprint. As of December 31, 2023, we service our clients’ customers globally in more than 20 languages in 18 geographies, namely: Singapore, Malaysia, Hong Kong, Thailand, the Philippines, Japan, China, Spain, India, Colombia, South Korea, Romania, Indonesia, Australia, Taiwan, Türkiye, Vietnam, and Brazil. We present our revenue by geographic location based on which office delivers the service, irrespective of the location of the client engaging our services or the location of the customer that we are interacting with. The delivery center location out of which we provide services (and from where our employees and agents provide services) does not correlate consistently to the location of the customers of our clients. For example, a particular delivery center location may provide services to client A’s customers in North America, while a different delivery center location may provide services to client B’s customers in North America, as these determinations vary based on client choices, relevant skills, particular campaigns and other considerations. Delivery center locations out of which we provide services to a particular geography may also vary from period to period, client to client and service to service. Moreover, customers of the Company’s clients may access the Company’s services from various geographies and not just the location of their residence.

The following table sets forth our revenues by geography, by amount and as a percentage of our revenues for the years ended December 31, 2021, 2022 and 2023.

 

     For the Year Ended December 31,  
     2023     2022     2021  
     US$      S$      % of
Revenue
    S$      % of
Revenue
    S$      % of
Revenue
 
     (in thousands, except percentages)  

Geography(1)

                  

Singapore(2)

     89,634        118,192        18.0       143,137        21.6       143,989        25.9  

The Philippines(3)

     125,989        166,129        25.2       165,004        24.8       144,313        26.0  

Malaysia(2)

     153,454        202,345        30.7       201,226        30.3       145,184        26.1  

Thailand(2)

     52,158        68,775        10.4       89,588        13.5       71,574        12.9  

Japan

     23,498        30,984        4.7       27,020        4.1       30,838