SecProbe.io

March 12, 2020
Laurent Bernard Marie Junique
Chief Executive Officer
TDCX (KY) PTE LTD
750D Chai Chee Roa
#06-01/06 Viva Business Park
Singapore 469004
Re:TDCX (KY) PTE LTD
Draft Registration Statement on Form F-1
Submitted February 14, 2020
CIK No. 0001803112
Dear Mr. Junique:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted February 14, 2020
Prospectus Summary, page 1
1.You refer to your leading clients such as Facebook and Airbnb on page 3 of your
prospectus summary.  In light of the risk factor on page 19 and the concentration of your
business related to Facebook and Airbnb, please disclose here that 52.1% of your revenue
in fiscal year 2018 is derived from these two clients.
2.On page 2, you reference that more than half of your employees are “tertiary school
graduates, including employees with master’s degrees and/or doctorates.”  Please clarify
what you mean by tertiary school graduates, as that term may differ as to region.  For
example, please clarify whether over half of your employees are graduate school

 FirstName LastNameLaurent Bernard Marie Junique
 Comapany NameTDCX (KY) PTE LTD
 March 12, 2020 Page 2
 FirstName LastName
Laurent Bernard Marie Junique
TDCX (KY) PTE LTD
March 12, 2020
Page 2
graduates with advanced college or university degrees.  Further, please clarify if the
tertiary school graduates are concentrated in certain markets.
3.You reference deepening your relationships with your existing clients is part of your
growth strategy and that as you expand your services throughout your clients' businesses
and processes, that it encourages client “stickiness” and discourages clients from turning
to other providers.  We further note per page 19, however, that you are not exclusive
providers to your clients generally.  Please explain how you measure client retention and
advise us whether such measures would be considered key performance indicators.
4.You reference fixed price contracts based on statements of work as part of master service
agreements with your clients.  It appears that these agreements are generally 12 month
agreements that are renewable on a yearly basis.  Please clarify whether the prices paid for
services are revised on a yearly basis to reflect changes in market conditions for your
respective labor markets.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-IFRS Financial Measurements, page 76
5.Please revise the caption for the Debt/EBITDA ratio to indicate that Debt includes only
Bank Loans.  Refer to Item 10(e)(ii)(E) of Regulation S-K.
6.Please disclose here, and elsewhere as applicable, that EBITDA and EBITDA margin may
not be comparable to similarly titled measures since your calculation of EBITDA includes
depreciation on the right-of-use assets and finance costs on lease liabilities following your
early adoption of IFRS 16.
History and Corporate Structure, page 85
7.You provide a chart of your expected corporate structure as the date of the prospectus
following your reorganization, which you have not yet completed.  Please briefly describe
the current corporate structure of your future subsidiaries and operations and the steps
necessary to complete your reorganization.
Industry Overview, page 87
8.Please clarify the relevance of the market and industry data to your business, particularly
as it relates to geographic regions.  For example, you provide certain market data based on
delivery locations, but with the markets served including all major global end markets.
On the other hand, on page 71 you refer to the Southeast Asia, Global English and Europe
end-markets.  In order to understand how the data relates to your business, please clarify
how market data on delivery markets relates to your end-markets.  For example, clarify
the extent to which your clients, their customers, and your employees are located in
particular regions such as Southeast Asia and the extent to which your revenues are
attributable to those regions.

 FirstName LastNameLaurent Bernard Marie Junique
 Comapany NameTDCX (KY) PTE LTD
 March 12, 2020 Page 3
 FirstName LastName
Laurent Bernard Marie Junique
TDCX (KY) PTE LTD
March 12, 2020
Page 3
9.We note that the  Frost & Sullivan report that you commissioned contains various CAGR
projections through 2024.  Please provide more details of how these projections were
determined, including any material assumptions.
EBITDA Margins, page 103
10.Please tell us if you believe the EBITDA margins of your peers are calculated on a
comparable basis.  In this regard, we note that your calculation of EBITDA includes
depreciation on right-of-use assets and finance costs on lease liabilities following your
early adoption of IFRS 16.
Business
Case Studies, page 118
11.Your case studies provide examples of the services provided by a New Economy Client
and a Search Engine Client.  In light of the fact that Facebook and Airbnb represented
52.1% of total revenue for 2018, please consider providing similar descriptions of the
solutions that you provided to your two largest clients.
Employees and Culture, page 122
12.Please clarify if there are material differences between the employees and services
provided in each geographic market.  We note, for example, that 27% of your employees
for the fiscal year ended 2018 were based in Thailand, but Thailand only represented
approximately 7.1% of your total revenues for 2018.  It is unclear what accounts for this
disparity, such as whether lower margin services are provided by your Thailand
operations.
13.You provide the number of employees by your geographic locations on page 126 and, per
page 71, you derive all of your revenue in these geographic locations.  Please provide
more detail as to the location of the customers to your clients and which of your locations
provides services to these locations.  For example, for North American customers of your
clients that you provide customer experience or support services, please clarify which of
your locations service these customers.  Similarly, please clarify whether any of your
locations outside of China provide services and interactions with customers of your clients
based in China.
Regulatory Environment, page 132
14.On pages 22 and 23, you briefly discuss being subject to labor laws that involve
retirement, minimum wage, and general employee welfare.  In light of your business
model that is dependent upon providing outsourced services of your labor force, please
expand this section to provide a brief description of such laws that materially affect your
operations, particularly as it relates to compensation, termination, benefits, or other
worker protections.

 FirstName LastNameLaurent Bernard Marie Junique
 Comapany NameTDCX (KY) PTE LTD
 March 12, 2020 Page 4
 FirstName LastName
Laurent Bernard Marie Junique
TDCX (KY) PTE LTD
March 12, 2020
Page 4
Description of Certain Indebtedness, page 144
15.Please advise us whether the OCBC China Facility and/or OCBC Facility are material
agreements upon which you are substantially dependent and should be filed as an exhibit
pursuant to Item 601(b)(10) of Regulation S-K.
Notes to the Consolidated Financial Statements, page F-13
16.In a note to the financial statements, please disclose your accounting policy for costs to
obtain and fulfill a contract.  Refer to paragraphs 91, 94 and 95 of IFRS 15.
Note 3. Summary of Significant Accounting Policies
Revenue Recognition, page F-20
17.We note on pages 27 and 31 that you incur significant start-up costs related to investments
in infrastructure to provide your services, including costs of establishing your delivery
centers "in accordance with your clients' preferred specifications and hiring and training of
employees, with such expenses being historically incurred before revenue is generated."
Please advise us and disclose how you account for these costs and any related revenues.
General
18.We note references to third-party market data throughout the prospectus, including
references to the report you commissioned from Frost & Sullivan.  Please provide us with
copies of the Frost & Sullivan report and any other materials that support third-party
statements, clearly cross-referencing each statement with the underlying factual support.
19.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Attorney-
Advisor, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3450 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Rajeev P. Duggal, Esq.