Reserves

12 Months Ended

Dec. 31, 2023

RESERVES


	December 31, 2023			December 31, 2022
	S$’000			S$’000
Share premium		520,133			509,918
Foreign currency translation reserve		(38,908	)		(24,325	)
Legal reserve		196			185
Share based payment reserve		—			18,098
Other reserves		(293,514	)		(284,286	)

		187,907			219,590

Reserves comprise of:

(a)

Share premium

Share premium account represents the excess of the issue price over the par value of ordinary shares issued by the Company and may be applied only for the purposes specified in the Cayman Islands Companies Law.

(b)

Foreign currency translation reserves

Exchange differences relating to the translation of the net assets of the Group’s foreign operations, which relate to subsidiaries only, from their functional currency into the Group’s presentation currency, being Singapore Dollars, are recognized directly in the translation reserves.

(c)

Legal reserves

Legal reserves arose from:

•

a subsidiary in Thailand whereby, according to the Civil and Commercial Code of Thailand, an entity must appropriate at least

one-twentieth

of the profit arising from the business of the entity to a legal reserve at each distribution of dividend, until the legal reserve reaches

one-tenth

of the capital of the entity. Such legal reserve is not available for distribution as dividend until the entity is finally wound up.

•

subsidiaries in People’s Republic of China (“PRC”) whereby, accordingly to the laws applicable to the PRC Domestic Enterprises and PRC Foreign Investment Enterprises, the PRC subsidiaries must make annual appropriations of not less than 10% of

after-tax profit

from

after-tax profit

non-distributable statutory

reserve. These reserve funds can only be used for specific purposes and are not distributable as cash dividends.

(d)

Share-based payment reserves

The share-based payment reserves arose from the grant of share awards to employees under the Performance Share Plan (Note 22).

(e)

Other reserves

Other reserves arose from the following:

•

On September 19, 2018, TDCXH acquired 40%

paid-up

share capital in TDCX SG from the

non-controlling

interest holder, which comprised an aggregate of 0.8 million ordinary shares for a total consideration of S$38 million. The transaction has been treated as an equity transaction between shareholders with the difference between the consideration and the book value of the equity interest in TDCX SG recorded in other reserve.

•

On December 22, 2020, the Founder transferred his 100% equity interest in TDCXH to TDCX KY for a consideration of S$2. The transaction has been treated as an equity transaction between shareholders with the difference between the consideration and the book value of the equity interest in TDCXH recorded in other reserve.

•

On March 23, 2021, the Founder transferred his 100% equity interest in TDCX KY to TDCX. As part of this transaction, TDCX drew upon its loan facility agreement in an aggregate amount of S$252 million (US$188 million) and subsequently distributed all the loan proceeds to the Founder. The transaction has been treated as common control transaction and therefore, was accounted for in a manner similar to the pooling of interest with assets and liabilities reflected at their historical amounts in the Group’s consolidated financial statements. The loan proceeds distributed to the Founder were accounted for as a distribution in the Company’s consolidated statement of changes in equity.

•

On March 14, 2022, the Company announced that the board of directors had approved a US$30 million share repurchase program. The share repurchase program commenced on March 14, 2022. The repurchase program has no expiration date and may be suspended, modified or discontinued at any time without prior notice. The Company funded repurchase program with its existing cash balance. The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades, and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and its insider trading policy. The Company’s board of directors review the share repurchase program periodically and authorize adjustment of its terms and size.

•

As of December 31, 2023, a total of 2,223,728 (December 31, 2022: 1,048,812, December 31, 2021: nil) ADSs repurchased pursuant to the aforementioned share repurchase program were accounted for in other reserves.