Daythree Digital Berhad - Prospectus (Part 1)

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NOTICE ACCOMPANYING THE ELECTRONIC PROSPECTUS OF DAYTHREE DIGITAL BERHAD

(“DAYTHREE” OR THE “COMPANY”) DATED 21 JUNE 2023 (“ELECTRONIC PROSPECTUS”)

(Unless otherwise indicated, specified or defined in this notice, the definitions in the Prospectus shall
apply throughout this notice)

Website

The Electronic Prospectus can be viewed or downloaded from Bursa Malaysia Securities Berhad’s
(“Bursa Securities”) website at www.bursamalaysia.com (“Website”).

Availability and Location of Paper/Printed Prospectus

Any applicant in doubt concerning the validity or integrity of the Electronic Prospectus should
immediately request a paper/printed copy of the Prospectus directly from the Company, M & A
Securities Sdn Bhd (“M&A Securities”), or Tricor Investor & Issuing House Services Sdn Bhd.
Alternatively, the applicant may obtain a copy of the Prospectus from participating organisations of
Bursa Securities, members of the Association of Banks in Malaysia and members of the Malaysian
Investment Banking Association.

Prospective investors should note that the Application Form is not available in electronic format.

Jurisdictional Disclaimer

This distribution of the Electronic Prospectus and the sale of the units are subject to Malaysian law.
Bursa Securities, M&A Securities and Daythree take no responsibility for the distribution of the
Electronic Prospectus and/or the sale of the units outside Malaysia, which may be restricted by law in
other jurisdictions. The Electronic Prospectus does not constitute and may not be used for the
purpose of an offer to sell or an invitation of an offer to buy any units, to any person outside Malaysia
or in any jurisdiction in which such offer or invitation is not authorised or lawful or to any person to
whom it is unlawful to make such offer or invitation.

Close of Application

Applications will be accepted from 10.00 a.m. on 21 June 2023 and will close at 5.00 p.m. on 11 July
2023.

In the event the Closing Date is extended, Daythree will advertise the notice of the extension in a
widely circulated English and Bahasa Malaysia daily newspaper in Malaysia prior to the original
Closing Date.

The Electronic Prospectus made available on the Website after the closing of the application period is
made available solely for informational and archiving purposes. No securities will be allotted or issued
on the basis of the Electronic Prospectus after the closing of the application period.

Persons Responsible for the Internet Site in which the Electronic Prospectus is Posted

The Electronic Prospectus which is accessible at the Website is owned by Bursa Securities. Users’
access to the website and the use of the contents of the Website and/or any information in
whatsoever form arising from the Website shall be conditional upon acceptance of the terms and
conditions of use as contained in the Website.

The contents of the Electronic Prospectus are for informational and archiving purposes only and are
not intended to provide investment advice of any form or kind, and shall not at any time be relied upon
as such.
P R O S P E C T U S

DAYTHREE DIGITAL BERHAD


Registration No. 202201029566 (1475263-U)
(Incorporated in Malaysia)

Level 8, Tower 7, UOA Business Park


No 1, Jalan Pengaturcara U1/51A, Seksyen U1
DAYTHREE DIGITAL BERHAD
(Registration No. 202201029566 (1475263-U))
40150 Shah Alam, Selangor, Malaysia
Tel: (+603) 5567 2388 (Incorporated in Malaysia)

INITIAL PUBLIC OFFERING IN CONJUNCTION WITH OUR This Prospectus has been registered by the
LISTING ON THE ACE MARKET OF BURSA MALAYSIA Bursa Securities. The approval of the listing of
and quotation for our entire enlarged issued
SECURITIES BERHAD (“BURSA SECURITIES”) share capital on the ACE Market of Bursa
COMPRISING: Securities and registration of this Prospectus,
should not be taken to indicate that Bursa
Securities recommends the offering or

DAYTHREE DIGITAL BERHAD


I) PUBLIC ISSUE OF 110,400,000 NEW ORDINARY assumes responsibility for the correctness
of any statement made, opinion expressed or
SHARES IN OUR COMPANY (“SHARES”) IN THE report contained in this Prospectus. Bursa
FOLLOWING MANNER: Securities has not, in any way, considered
the merits of the securities being offered for
investment. Bursa Securities is not liable for
• 24,000,000 NEW SHARES AVAILABLE FOR any non-disclosure on the part of the company
APPLICATION BY THE MALAYSIAN PUBLIC; and takes no responsibility for the contents of
this Prospectus, makes no representation as
to its accuracy or completeness, and expressly
• 12,000,000 NEW SHARES AVAILABLE FOR disclaims any liability for any loss you may suffer
arising from or in reliance upon the whole or
APPLICATION BY OUR ELIGIBLE DIRECTORS any part of the contents of this Prospectus. No
AND EMPLOYEES OF OUR GROUP; AND securities will be allotted or issued based on
this Prospectus after 6 months from the date of
this Prospectus.
• 74,400,000 NEW SHARES BY WAY OF PRIVATE
PLACEMENT TO SELECTED INVESTORS; INVESTORS ARE ADVISED TO READ AND
UNDERSTAND THE CONTENTS OF THIS
PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A
AND PROFESSIONAL ADVISER.

FOR INFORMATION CONCERNING RISK


II) OFFER FOR SALE OF 12,000,000 EXISTING FACTORS WHICH SHOULD BE CONSIDERED BY
SHARES BY WAY OF PRIVATE PLACEMENT TO PROSPECTIVE INVESTORS, SEE “RISK FACTORS”
SELECTED INVESTORS COMMENCING ON PAGE 175.


THE ACE MARKET IS AN ALTERNATIVE MARKET
AT AN ISSUE/OFFER PRICE OF RM0.30 PER SHARE, DESIGNED PRIMARILY FOR EMERGING
PAYABLE IN FULL UPON APPLICATION. CORPORATIONS THAT MAY CARRY HIGHER
P R O S P E C T U S INVESTMENT RISK WHEN COMPARED WITH
LARGER OR MORE ESTABLISHED CORPORATIONS
LISTED ON THE MAIN MARKET. THERE IS ALSO
NO ASSURANCE THAT THERE WILL BE A LIQUID
MARKET IN THE SHARES OR UNITS OF SHARES
Adviser, Sponsor, Underwriter TRADED ON THE ACE MARKET. YOU SHOULD
BE AWARE OF THE RISKS OF INVESTING IN
and Placement Agent
SUCH CORPORATIONS AND SHOULD MAKE THE
DECISION TO INVEST ONLY AFTER CAREFUL
CONSIDERATION.

THE ISSUE, OFFER OR INVITATION FOR THE


OFFERING IS A PROPOSAL NOT REQUIRING
APPROVAL, AUTHORISATION OR RECOGNITION
M & A SECURITIES SDN BHD OF THE SECURITIES COMMISSION MALAYSIA
(197301001503 (15017-H)) UNDER SECTION 212(8) OF THE CAPITAL
(A Participating Organisation of MARKETS AND SERVICES ACT 2007.
Bursa Malaysia Securities Berhad)
This Prospectus Is Dated 21 June 2023
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

Our Directors, Promoters and Selling Shareholder (as defined herein) have seen and approved this
Prospectus. They collectively and individually accept full responsibility for the accuracy of the
information. Having made all reasonable enquiries, and to the best of their knowledge and belief,
they confirm there is no false or misleading statement or other facts which if omitted, would make
any statement in the Prospectus false or misleading.

M & A Securities Sdn Bhd, being our Adviser, Sponsor, Underwriter and Placement Agent to our
IPO (as defined herein), acknowledges that, based on all available information, and to the best of
its knowledge and belief, this Prospectus constitutes a full and true disclosure of all material facts
concerning our IPO.

This Prospectus, together with the Application Form (as defined herein), has also been lodged with
the Registrar of Companies, who takes no responsibility for its contents.

Investors should note that they may seek recourse under Sections 248, 249 and 357 of the Capital
Markets and Services Act 2007 (“CMSA”) for breaches of securities laws including any statement in
the Prospectus that is false, misleading, or from which there is a material omission; or for any
misleading or deceptive act in relation to the Prospectus or the conduct of any other person in
relation to our Group (as defined herein).

Shares are offered to the public premised on full and accurate disclosure of all material information
concerning our IPO, for which any person set out in Section 236 of the CMSA, is responsible.

Approval has been obtained from Bursa Securities for the listing of and quotation for our IPO
Shares (as defined herein) on 9 March 2023. Our admission to the Official List of Bursa Securities is
not to be taken as an indication of the merits of our IPO, our Company or our Shares.

The Securities Commission Malaysia (“SC”) has on 13 March 2023 took note of the resultant equity
structure of our Company under the Bumiputera equity requirements for public listed companies
pursuant to our Listing (as defined herein).

Our securities are classified as Shariah compliant by the Shariah Advisory Council of the SC. This
classification remains valid from the date of issue of this Prospectus until the next Shariah
compliance review is undertaken by the Shariah Advisory Council of the SC. The new status is
released in the updated list of Shariah compliant securities, on the last Friday of May and
November.

This Prospectus has not been and will not be made to comply with the laws of any jurisdiction
other than Malaysia, and has not been and will not be lodged, registered or approved pursuant to
or under any applicable securities or equivalent legislation or by any regulatory authority or other
relevant body of any jurisdiction other than Malaysia.

We will not, prior to acting on any acceptance in respect of our IPO, make or be bound to make
any enquiry as to whether you have a registered address in Malaysia and will not accept or be
deemed to accept any liability in relation thereto whether or not any enquiry or investigation is
made in connection therewith.

It shall be your sole responsibility if you are or may be subject to the laws of countries or
jurisdictions other than Malaysia, to consult your legal and/or other professional advisers as to
whether our IPO would result in the contravention of any law of such countries or jurisdictions.

Further, it shall also be your sole responsibility to ensure that your application for our IPO Shares
would be in compliance with the terms of our IPO as stated in our Prospectus and the Application
Form and would not be in contravention of any laws of countries or jurisdictions other than
Malaysia to which you may be subjected. We will further assume that you had accepted our IPO in
Malaysia and will be subjected only to the laws of Malaysia in connection therewith.

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

However, we reserve the right, in our absolute discretion to treat any acceptance as invalid if we
believe that such acceptance may violate any law or applicable legal or regulatory requirements.

No action has been or will be taken to ensure that this Prospectus complies with the laws of any
country or jurisdiction other than the laws of Malaysia. It shall be your sole responsibility to consult
your legal and/or other professional adviser on the laws to which our IPO or you are or might be
subjected to. Neither us nor our Adviser nor any other advisers in relation to our IPO shall accept
any responsibility or liability in the event that any application made by you shall become illegal,
unenforceable, avoidable or void in any country or jurisdiction.

ELECTRONIC PROSPECTUS

This Prospectus can also be viewed or downloaded from Bursa Securities’ website at
www.bursamalaysia.com. The contents of the Electronic Prospectus and the copy of this
Prospectus registered with Bursa Securities are the same.

You are advised that the internet is not a fully secured medium and that your Internet Share
Application (as defined herein) may be subject to risks of problems occurring during data
transmission, computer security threats such as viruses, hackers and crackers, faults with computer
software and other events beyond the control of the Internet Participating Financial Institutions (as
defined herein). These risks cannot be borne by the Internet Participating Financial Institutions.

If you are in doubt of the validity or integrity of an Electronic Prospectus, you should immediately
request from us, our Adviser or the Issuing House (as defined herein), a paper printed copy of this
Prospectus.

In the event of any discrepancies arising between the contents of the electronic and the contents
of the paper printed copy of this Prospectus for any reason whatsoever, the contents of the paper
printed copy of this Prospectus, which are identical to the copy of the Prospectus registered with
Bursa Securities, shall prevail.

In relation to any reference in this Prospectus to third party internet sites (referred to as “Third
Party Internet Sites”) whether by way of hyperlinks or by way of description of the Third Party
Internet Sites, you acknowledge and agree that:

(a) We and our Adviser do not endorse and are not affiliated in any way with the Third Party
Internet Sites and are not responsible for the availability of, or the contents or any data,
information, files or other material provided on the Third Party Internet Sites. You shall bear
all risks associated with the access to or use of the Third Party Internet Sites;

(b) We and our Adviser are not responsible for the quality of products or services in the Third
Party Internet Sites, for fulfilling any of the terms of your agreements with the Third Party
Internet Sites. We and our Adviser are also not responsible for any loss or damage or costs
that you may suffer or incur in connection with or as a result of dealing with the Third Party
Internet Sites or the use of or reliance of any data, information, files or other material
provided by such parties; and

(c) Any data, information, files or other material downloaded from Third Party Internet Sites is
done at your own discretion and risk. We and our Adviser are not responsible, liable or
under obligation for any damage to your computer system or loss of data resulting from the
downloading of any such data, information, files or other material.

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

Where an Electronic Prospectus is hosted on the website of the Internet Participating Financial
Institutions, you are advised that:

(a) The Internet Participating Financial Institutions are only liable in respect of the integrity of
the contents of an Electronic Prospectus, to the extent of the contents of the Electronic
Prospectus situated on the web server of the Internet Participating Financial Institutions and
shall not be responsible in any way for the integrity of the contents of an Electronic
Prospectus which has been downloaded or otherwise obtained from the web server of the
Internet Participating Financial Institutions and thereafter communicated or disseminated in
any manner to you or other parties; and

(b) While all reasonable measures have been taken to ensure the accuracy and reliability of the
information provided in an Electronic Prospectus, the accuracy and reliability of an Electronic
Prospectus cannot be guaranteed as the internet is not a fully secured medium.

The Internet Participating Financial Institutions shall not be liable (whether in tort or contract or
otherwise) for any loss, damage or cost, you or any other person may suffer or incur due to, as a
consequence of or in connection with any inaccuracies, changes, alterations, deletions or omissions
in respect of the information provided in an Electronic Prospectus which may arise in connection
with or as a result of any fault or faults with web browsers or other relevant software, any fault or
faults on your or any third party’s personal computer, operating system or other software, viruses
or other security threats, unauthorised access to information or systems in relation to the website
of the Internet Participating Financial Institutions, and/or problems occurring during data
transmission, which may result in inaccurate or incomplete copies of information being downloaded
or displayed on your personal computer.

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

INDICATIVE TIMETABLE

All terms used are defined under “Definitions” commencing from page vii.

The indicative timing of events leading to our Listing is set out below:

Events Indicative date


Issuance of this Prospectus / Opening of Application 21 June 2023
Closing of Application 11 July 2023
Balloting of Application 14 July 2023
Allotment / Transfer of IPO Shares to successful applicants 24 July 2023
Date of Listing 26 July 2023

If there is any change to the timeline, we will advertise the notice of such change in a widely
circulated English and Bahasa Malaysia daily newspapers in Malaysia, and make an announcement on
Bursa Securities’ website.

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

All terms used in this section are defined under “Definitions” commencing from page vii.

All references to “Daythree” and “Company” in this Prospectus are to Daythree Digital Berhad
(Registration No.: 202201029566 (1475263-U)). Unless otherwise stated, references to “Group” are to
our Company and our subsidiary taken as a whole; and references to “we”, “us”, “our” and “ourselves”
are to our Company, and, save where the context otherwise requires, our subsidiary. Unless the
context otherwise requires, references to “Management” are to our Directors and key senior
management as at the date of this Prospectus, and statements as to our beliefs, expectations,
estimates and opinions are those of our Management.

The word “approximately” used in this Prospectus is to indicate that a number is not an exact one, but
that number is usually rounded off to the nearest thousand or million or one decimal place (for
percentages) or one sen (for currency). Any discrepancies in the tables included herein between the
amounts listed and the totals thereof are due to rounding.

Certain abbreviations, acronyms and technical terms used are defined in the “Definitions” and
“Technical Glossary” appearing after this section. Words denoting singular shall include plural and vice
versa and words denoting the masculine gender shall, where applicable, include the feminine gender
and vice versa. Reference to persons shall include companies and corporations.

All reference to dates and times are references to dates and times in Malaysia.

Any reference in this Prospectus to any enactment is a reference to that enactment as for the time
being amended or re-enacted.

This Prospectus includes statistical data provided by our management and various third-parties and
cites third-party projections regarding growth and performance of the industry in which our Group
operates. This data is taken or derived from information published by industry sources and from the
internal data. In each such case, the source is stated in this Prospectus. Where no source is stated,
such information can be assumed to originate from us. In particular, certain information in this
Prospectus is extracted or derived from report(s) prepared by the Independent Market Researcher. We
believe that the statistical data and projections cited in this Prospectus are useful in helping you to
understand the major trends in the industry in which we operate.

The information on our website, or any website directly or indirectly linked to such websites do not
form part of this Prospectus.

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

FORWARD-LOOKING STATEMENTS

All terms used are defined under “Definitions” commencing from page vii.

This Prospectus contains forward-looking statements. All statements other than statements of
historical facts included in this Prospectus, including, without limitation, those regarding our financial
position, business strategies, plans and objectives for future operations, are forward-looking
statements. Such forward-looking statements involve known and unknown risks, uncertainties,
contingencies and other factors which may cause our actual results, our performance or
achievements, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding our present and future business strategies
and the environment in which we will operate in the future. Such forward-looking statements reflect
our Management’s current view with respect to future events and are not a guarantee of future
performance.

Forward-looking statements can be identified by the use of forward-looking terminology such as


“may”, “will”, “would”, “could”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “aim”, “plan”,
“forecast”, “project” or similar expressions and include all statements that are not historical facts.

Such forward-looking statements include, without limitations, statements relating to:

(a) Demand for our services;

(b) Our business strategies;

(c) Our future plans;

(d) Our future earnings, cash flows and liquidity; and

(e) Our ability to pay future dividends.

Our actual results may differ materially from information contained in such forward-looking
statements as a result of a number of factors beyond our control, including, without limitation:

(a) The economic, political and investment environment in Malaysia; and

(b) Government policy, legislation or regulation.

Additional factors that could cause our actual results, performance or achievements to differ
materially include, but are not limited to, those discussed in Section 9 – “Risk Factors” and Section 12
– “Financial Information”. We cannot give any assurance that the forward-looking statements made in
this Prospectus will be realised. Such forward-looking statements are made only as at the date of this
Prospectus.

Should we become aware of any subsequent material change or development affecting matters
disclosed in this Prospectus arising from the date of registration of this Prospectus but before the date
of allotment/transfer of our IPO Shares, we shall further issue a supplemental or replacement
prospectus, as the case may be, in accordance with the provisions of Section 238(1) of the CMSA and
Paragraph 1.02, Chapter 1 of Part ll (Division 6 on Supplementary and Replacement Prospectus) of
the Prospectus Guidelines of the SC.

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

DEFINITIONS

The following terms in this Prospectus bear the same meanings as set out below unless otherwise
defined or the context requires otherwise:

COMPANIES WITHIN OUR GROUP:

“Daythree” or “Company” : Daythree Digital Berhad (Registration No. 202201029566


(1475263-U))

“Daythree Group” or “Group” : Daythree and its subsidiaries, collectively

“Daythree Services” : Daythree Business Services Sdn Bhd (Registration No.


200601015164 (734916-T)), a wholly-owned subsidiary of
Daythree

“Daythree Services SG” : Daythree Business Services Pte Ltd (Company No. 201419051W),
a wholly-owned subsidiary of Daythree

“Daythree Solutions” : Daythree Business Solutions Sdn Bhd (Registration No.


201901024391 (1333720-X)), a wholly-owned subsidiary of
Daythree

A diagrammatic illustration of our Group structure is as follows:

Daythree

100.0% 100.0% 100.0%

Daythree Daythree Daythree


Services Services SG Solutions

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

DEFINITIONS (Cont’d)

MAJOR CLIENTS OF OUR GROUP:

The following are details of our major Clients whose names have been redacted for confidentiality
throughout this Prospectus:

“Client A” : A company based in Malaysia which is principally provides


television services. It is a subsidiary of a company listed on the
Main Market of Bursa Securities with companies primarily engaged
in the provision of television services and other related activities.

We are unable to disclose the identity of Client A by virtue of


agreement(s) executed with Client A.

“Client B” : A company based in Malaysia which principally involved in the


provision of home shopping business and is a related company of
Client A.

We are unable to disclose the identity of Client B by virtue of


agreement(s) executed with Client B.

“Client C” : A Government agency established to regulate, develop and


facilitate the construction industry in Malaysia.

We are unable to disclose the identity of Client C by virtue of


agreement(s) executed with Client C.

“Client D” : A company based in Malaysia that is principally an issuer of


electronic money (e-money).

We are unable to disclose the identity of Client D by virtue of


agreement(s) executed with Client D.

“Client E” : A company based in Malaysia which is principally a converged


telecommunications and digital services operator. It is a subsidiary
of a company listed on the Main Market of Bursa Securities with
companies involved in the telecommunications industry in
Malaysia.

We are unable to disclose the identity of Client E by virtue of


agreement(s) executed with Client E.

“Client F” : A company based in Malaysia held under a Malaysian state


Government that is principally involved in the provision of utilities.

We are unable to disclose the identity of Client F by virtue of


agreement(s) executed with Client F.

“Client G” : A company based in Malaysia and listed on the Main Market of


Bursa Securities. Its group of companies is principally involved in
the provision of utilities.

We are unable to disclose the identity of Client G by virtue of


agreement(s) executed with Client G.

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

DEFINITIONS (Cont’d)

GENERAL:

“24/7” : 24 hours a day, 7 days a week

“ACCA” : Association of Chartered Certified Accountants

“ACE Market” : ACE Market of Bursa Securities

“Act” : Companies Act 2016 as amended from time to time and any re-
enactment thereof

“Acquisitions” : Acquisition of Daythree Services, Acquisition of Daythree Services


SG and Acquisition of Daythree Solutions, collectively

“Acquisition of Daythree : Acquisition by Daythree of the entire share capital of Daythree


Services” Services comprising 2,000,000 ordinary shares for a purchase
consideration of RM20,143,200, which was wholly satisfied by
issuance of 369,599,997 new Shares at an issue price of
RM0.0545 per Share, which was completed on 9 May 2023

“Acquisition of Daythree : Acquisition by Daythree of the entire share capital of Daythree


Services SG” Services SG comprising 10,000 shares for a purchase
consideration of SGD1.00, which was wholly satisfied by cash,
which was completed on 9 May 2023

“Acquisition of Daythree : Acquisition by Daythree of the entire share capital of Daythree


Solutions” Solutions comprising 2 ordinary shares for a purchase
consideration of RM2.00, which was wholly satisfied by cash,
which was completed on 9 May 2023

“ADA” : Authorised Depository Agent

“Adviser” or “Sponsor” or : M & A Securities


“Placement Agent” or
“Underwriter”

“APAC” : Asia Pacific Accreditation Cooperation

“Application(s)” : Application(s) for IPO Shares by way of Application Form(s),


Electronic Share Application(s) or Internet Share Application(s)

“Application Form(s)” : Printed application form(s) for the application of our IPO Shares
accompanying this Prospectus

“ATM” : Automated teller machine

“BLM Holdings” : BLM Holdings Sdn Bhd (Registration No. 201701037551 (1251722-
D))

“BNM” : Bank Negara Malaysia

“Board” : Board of Directors of Daythree

“Bursa Depository” or : Bursa Malaysia Depository Sdn Bhd (Registration No.


“Depository” 198701006854 (165570-W))

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

DEFINITIONS (Cont’d)

“Bursa Securities” : Bursa Malaysia Securities Berhad (Registration No. 200301033577


(635998-W))

“CAGR” : Compound annual growth rate

“CCAM” : Contact Centre Association of Malaysia

“CDS” : Central Depository System

“CDS Account” : Account established by Bursa Depository for a depositor for the
recording and dealing in securities by the depositor

“Central Depositories Act” : Securities Industry (Central Depositories) Act, 1991

“Client(s)” : Corporate clients with whom our Group have entered into
contract(s)

“Closing Date” : Date adopted in this Prospectus as the last date for acceptance
and receipt of the Application

“Cloud Marshal” : Cloud Marshal Sdn Bhd (Registration No. 202001015376


(1371696-D))

“CMSA” : Capital Markets and Services Act 2007, as amended from time to
time and any re-enactment thereof

“Constitution” : Our constitution

“COVID-19” : Novel coronavirus disease 2019, an infectious respiratory disease


which first broke out in 2019

“CPA” : Certified Practising Accountant Australia

“CRM” : Customer relationship management

“Customer(s)” : Consumer with whom our Group have customer interactions on


behalf of our Group’s Clients

“CX” : Customer experience

“Dayspring Capital” : Dayspring Capital Sdn Bhd (formerly known as Daythree Sdn Bhd)
(Registration No. 201601008812 (1179740-W))

“Daythree Services : Dayspring Capital, Cloud Marshal and BLM Holdings, collectively
Vendor(s)”

“Depository Rules” : Rules of Bursa Depository and any appendices thereto as they
may be amended from time to time

“Director(s)” : An executive director or a non-executive director of our Company


within the meaning of Section 2 of the Act

“D&D” : Design and development

“EBIT” : Earnings before interest and tax

x
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

DEFINITIONS (Cont’d)

“EBITDA” : Earnings before interest, tax, depreciation and amortisation

“Electronic Prospectus” : Copy of this Prospectus that is issued, circulated or disseminated


via the internet and/or an electronic storage medium

“Electronic Share : Application(s) for IPO Shares through a Participating Financial


Application(s)” Institution’s ATM

“EPS” : Earnings per share

“ESG” : Environmental, social and governance

“FYE” : Financial year(s) ended/ending 31 December, as the case may be

“GBS” : Global business services

“GLC” : Government-linked corporation/company

“Government” : Government of Malaysia

“GP” : Gross profit

“ICT” : Information and communications technology

“IFRS” : International Financial Reporting Standards

“IMR” or “Protégé” : Protégé Associates Sdn Bhd (Registration No. 200401037256


(675767-H)), our Independent Market Researcher

“IMR Report” : Independent Market Research Report titled “Strategic Analysis of


the Global Business Services Industry in Malaysia”

“Internet Participating : Participating financial institution(s) for Internet Share Application


Financial Institution(s)” as listed in Section 16.6

“Internet Share : Application(s) for IPO Shares through an online share application
Application(s)” service provided by Internet Participating Financial Institution(s)

“Initial Public Offering” or : Our initial public offering comprising the Public Issue and Offer for
“IPO” Sale

“IPO Price” : Issue/Offer price of RM0.30 per Share under our Public Issue and
Offer for Sale

“IPO Share(s)” : Issue Share(s) and Offer Share(s), collectively

“Issue Share(s)” : New Share(s) to be issued under the Public Issue

“Issuing House” : Tricor Investor & Issuing House Services Sdn Bhd (Registration
No. 197101000970 (11324-H))

“ISO” : International Organisation for Standardisation

“IT” : Information technology

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RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

DEFINITIONS (Cont’d)

“Kannal Services” : Kannal Services Sdn Bhd (Registration No. 200601015164


(734916-T)), now known as Daythree Services

“Kannal Solutions” : Kannal Solutions Sdn Bhd (Registration No. 200601004127


(723874-V))

“Listing” : Listing of and quotation for our entire enlarged share capital of
RM53,263,203 comprising 480,000,000 Shares on the ACE Market

“Listing Requirements” : ACE Market Listing Requirements of Bursa Securities, as amended


from time to time

“LPD” : 31 May 2023, being the latest practicable date for ascertaining
certain information contained in this Prospectus

“M & A Securities” : M & A Securities Sdn Bhd (Registration No. 197301001503


(15017-H))

“Malaysian Public” : Malaysian citizens and companies, co-operatives, societies and


institutions incorporated or organised under the laws of Malaysia

“Market Day” : Any day between Monday to Friday (both days inclusive) which is
not a public holiday and on which Bursa Securities is open for the
trading of securities

“MCO” : The nationwide Movement Control Order imposed by the


Government under the Prevention and Control of Infectious
Diseases Act 1988 and the Police Act 1967

“MD Status” : Malaysia Digital Status (formerly known as MSC Malaysia Status)

“MDEC” : Malaysia Digital Economy Corporation

“MFRS” : Malaysian Financial Reporting Standards

“MIA” : Malaysian Institute of Accountants

“MICPA” : Malaysian Institute of Certified Public Accountants’

“MITI” : Ministry of Investment, Trade and Industry, Malaysia

“MIDA” : Malaysian Investment Development Authority

“MSC” : Multimedia Super Corridor

“NA” : Net assets

“NBV” : Net book value

“NRP” : National Recovery Plan

“Offer for Sale” : Offer for sale of 12,000,000 Offer Shares by our Selling
Shareholder at our IPO Price

“Offer Share(s)” : Existing Share(s) to be offered under our Offer for Sale

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Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

DEFINITIONS (Cont’d)

“Official List” : A list specifying all securities which have been admitted for listing
on the ACE Market

“Participating Financial : Participating financial institution(s) for Electronic Share


Institution(s)” Application as listed in Section 16.5

“PAT” : Profit after tax

“PBT” : Profit before tax

“PE Multiple” : Price-to-earnings multiple

“PIKOM” : The National Tech Association of Malaysia, an association


representing the ICT industry in Malaysia

“Pink Form Allocations” : Allocation of 12,000,000 Issue Shares to our eligible Directors and
employees of our Group, which forms part of our Public Issue

“Pre-IPO Investor” : BLM Holdings

“Promoter(s)” : Dayspring Capital, Paul Raymond Raj A/L Davadass and Cloud
Marshal, collectively

“Prospectus” : This prospectus dated 21 June 2023 in relation to our IPO

“Public Issue” : Public issue of 110,400,000 Issue Shares at our IPO Price

“QA” : Quality assurance

“RHB Trustees” : RHB Trustees Berhad (Registration No. 200201005356 (573019-


U))

“ROC” : Registrar of Companies

“RPS” : Redeemable preference share(s)

“SOP(s)” : Standard operating procedure(s)

“SC” : Securities Commission Malaysia

“Selling Shareholder” : Dayspring Capital, who is undertaking the Offer for Sale

“Share(s)” or “Daythree : Ordinary share(s) in Daythree


Share(s)”

“Singtel” : Singapore Telecommunications Limited (Company No.


199201624D)

“Specified Shareholder(s)” : Dayspring Capital, Paul Raymond Raj A/L Davadass and Cloud
Marshal, collectively

“Thanos Capital” : Thanos Capital Sdn Bhd (Registration No. 201801026417


(1288438-X))

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Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

DEFINITIONS (Cont’d)

“Underwriting Agreement” : Retail underwriting agreement dated 31 May 2023 entered into
between the Company and M & A Securities for the purpose of our
IPO

“UOA Business Park” : A business park comprising 11 blocks of boutique offices including
1 block of strata offices, a 3-storey retail podium and 26 units of
retail shops prominently aligned along Federal Highway, Shah
Alam, Selangor

CURRENCIES AND UNIT:

“RM” or “sen” : Ringgit Malaysia and sen respectively

“SGD” : Singapore Dollar

“sq ft” : Square feet

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TECHNICAL GLOSSARY

This glossary contains an explanation of certain terms used throughout this Prospectus in connection
with our Group’s business. The terminologies and their meanings may not correspond to the standard
industry usage of these terms:

“Artificial intelligence” or : A computer system or machine that leverages on algorithms to


“AI” mimic the problem-solving and decision-making capabilities of the
human mind

“Big Data” : A large and complex dataset that is processed and analysed to
determine patterns, trends, and associations. In the context of CX
lifecycle management, big data refers to datasets generated by
customer interactions across channels such as phone, email, chat,
and social media. These datasets include customer demographics,
call recordings, chat transcripts, customer feedback, and other
relevant information

“Customer Operations : A globally recognised performance management framework for


Performance Centre” contact centres and CX operations provided by COPC Inc.
or “COPC”

“CX delivery office” : An office used specifically for purposes of delivering CX lifecycle
management services to Clients

“data analytics” : A process of analysing raw data sets in order to derive insights from
the data

“Financial technology” or : Integration of technology into product and service offerings by


“fintech” financial services providers companies such as cryptocurrencies and
robo advisor, to improve their use and delivery to consumers

“Health technology” or : Integration of technology into product and service offerings by


“healthtech” healthcare providers such as wearables, biosensors, and
telemedicine consultation devices, to improve the delivery and
consumption of healthcare

“Proof of concept” : A demonstration, the purpose of which is to verify that certain


concepts or theories that have the potential for real-world
application. It is therefore a prototype that is designed to determine
feasibility but does not represent deliverables

“RPA Robot(s)” or “RPA : Software programme that are programmed to mimic human
bot(s)” actions. They are designed to automate repetitive, manual and
time-consuming tasks such as data entry, form filling and other
routine processes. They are typically used to automate back-office
tasks such as data entry, data validation and data reconciliation.
RPA bots can also be configured to process data according to
specific rules and algorithms, making them capable of performing
complex tasks such as automated decision-making, document
processing and data analysis. RPA bots can also work with other
automation tools such as process mapping, workflow automation
and process automation intelligent platforms

“Robotic process : Automation of mundane and repetitive digital tasks such as


automation” or “RPA” automatic responses in chatbots, capturing data from Customers’
responses, accessing CRM systems for Customers’ information with
the use of bots

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TABLE
1. OF CONTENTSDIRECTORY
CORPORATE

1. CORPORATE DIRECTORY ............................................................................................. 1

2. PROSPECTUS SUMMARY
2.1 PRINCIPAL DETAILS OF IPO ............................................................................................. 5
2.2 GROUP STRUCTURE, BUSINESS MODEL AND OPERATIONAL HIGHLIGHTS ......................... 5
2.3 IMPACT OF COVID-19 AND MCO....................................................................................... 7
2.4 COMPETITIVE STRENGTHS .............................................................................................. 8
2.5 BUSINESS STRATEGIES.................................................................................................... 9
2.6 RISK FACTORS ............................................................................................................... 10
2.7 DIRECTORS AND KEY SENIOR MANAGEMENT .................................................................. 11
2.8 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS ............................................................ 11
2.9 UTILISATION OF PROCEEDS ........................................................................................... 12
2.10 FINANCIAL HIGHLIGHTS ................................................................................................. 13
2.11 DIVIDEND POLICY .......................................................................................................... 14

3. APPROVALS AND CONDITIONS


3.1 APPROVALS AND CONDITIONS ........................................................................................ 15
3.2 MORATORIUM ON OUR SHARES ...................................................................................... 16

4. DETAILS OF OUR IPO


4.1 OPENING AND CLOSING OF APPLICATION PERIOD .......................................................... 19
4.2 INDICATIVE TIMETABLE ................................................................................................. 19
4.3 DETAILS OF OUR IPO ..................................................................................................... 19
4.4 SHARE CAPITAL, CLASSES OF SHARES AND RANKINGS .................................................... 24
4.5 PURPOSES OF OUR IPO .................................................................................................. 24
4.6 BASIS OF ARRIVING AT OUR IPO PRICE .......................................................................... 25
4.7 TOTAL MARKET CAPITALISATION UPON LISTING ............................................................ 25
4.8 DILUTION ...................................................................................................................... 26
4.9 UTILISATION OF PROCEEDS ........................................................................................... 27
4.10 BROKERAGE FEES, PLACEMENT FEES AND UNDERWRITING COMMISSION ........................ 34
4.11 SALIENT TERMS OF THE UNDERWRITING AGREEMENT .................................................... 34
4.12 TRADING AND SETTLEMENT IN SECONDARY MARKET ...................................................... 39

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS


AND KEY SENIOR MANAGEMENT
5.1 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS ............................................................ 41
5.2 DIRECTORS .................................................................................................................... 55
5.3 KEY SENIOR MANAGEMENT............................................................................................. 73
5.4 BOARD PRACTICE .......................................................................................................... 79
5.5 RELATIONSHIPS AND/OR ASSOCIATIONS ........................................................................ 87
5.6 EXISTING OR PROPOSED SERVICE AGREEMENTS ........................................................... 87
5.7 DECLARATIONS FROM PROMOTERS, DIRECTORS AND KEY SENIOR MANAGEMENT ........... 87

6. INFORMATION ON OUR GROUP


6.1 INFORMATION ON DAYTHREE ......................................................................................... 88
6.2 DETAILS OF ACQUISITIONS ............................................................................................ 88
6.3 GROUP STRUCTURE ........................................................................................................ 91
6.4 SUBSIDIARIES AND ASSOCIATED COMPANIES ................................................................. 93
6.5 MATERIAL CONTRACTS ................................................................................................... 95
6.6 PUBLIC TAKE-OVERS ...................................................................................................... 95
6.7 MAJOR APPROVALS AND LICENCES ................................................................................. 95
6.8 INTELLECTUAL PROPERTIES ........................................................................................... 96
6.9 PROPERTY, PLANT AND EQUIPMENT ............................................................................... 97
6.10 RELEVANT LAWS, REGULATIONS, RULES OR REQUIREMENTS ........................................ 103
6.11 ESG PRACTICES ............................................................................................................ 103
6.12 EMPLOYEES .................................................................................................................. 106

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RegistrationNo.:
No.:202201029566
202201029566(1475263-U)
(1475263-U)

TABLE OF CONTENTS (Cont’d)

7. BUSINESS OVERVIEW
7.1 INCORPORATION AND HISTORY ................................................................................... 110
7.2 KEY MILESTONES AND ACHIEVEMENTS ......................................................................... 112
7.3 PRINCIPAL ACTIVITIES ................................................................................................. 116
7.4 BUSINESS PROCESS...................................................................................................... 124
7.5 PRINCIPAL MARKETS .................................................................................................... 128
7.6 SALES AND MARKETING STRATEGIES ............................................................................ 129
7.7 TECHNOLOGY USED OR TO BE USED ............................................................................. 132
7.8 INTERRUPTIONS TO BUSINESS AND OPERATIONS ......................................................... 139
7.9 SEASONAL OR CYCLICAL EFFECTS ................................................................................. 143
7.10 MAJOR CLIENTS ........................................................................................................... 144
7.11 TYPES, SOURCES AND AVAILABILITY OF MATERIALS ..................................................... 150
7.12 MAJOR SUPPLIERS ........................................................................................................ 150
7.13 QUALITY CONTROL PROCEDURES ................................................................................. 150
7.14 HEALTH, SAFETY, AND ENVIRONMENTAL MANAGEMENT SYSTEMS ................................. 151
7.15 DESIGN AND DEVELOPMENT ......................................................................................... 151
7.16 COMPETITIVE STRENGTHS ........................................................................................... 154
7.17 OPERATING CAPACITIES AND OUTPUT .......................................................................... 157
7.18 BUSINESS STRATEGIES AND PROSPECTS ...................................................................... 158

8. IMR REPORT .............................................................................................................. 164

9. RISK FACTORS
9.1 RISKS RELATING TO OUR BUSINESS AND OUR OPERATIONS ......................................... 175
9.2 RISKS RELATING TO OUR INDUSTRY ............................................................................ 179
9.3 RISKS RELATING TO THE INVESTMENT IN OUR SHARES ................................................ 180
9.4 OTHER RISKS ............................................................................................................... 181

10. RELATED PARTY TRANSACTIONS


10.1 RELATED PARTY TRANSACTIONS .................................................................................. 182
10.2 OTHER TRANSACTIONS ................................................................................................ 185

11. CONFLICT OF INTEREST


11.1 INTEREST IN SIMILAR BUSINESS AND IN BUSINESSES OF OUR CLIENTS AND
SUPPLIERS ................................................................................................................... 187
11.2 DECLARATIONS OF CONFLICT OF INTEREST BY OUR ADVISERS ..................................... 188

12. FINANCIAL INFORMATION


12.1 HISTORICAL FINANCIAL INFORMATION ........................................................................ 189
12.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................................................ 194
12.3 LIQUIDITY AND CAPITAL RESOURCES ........................................................................... 217
12.4 BORROWINGS AND INDEBTEDNESS .............................................................................. 218
12.5 TYPES OF FINANCIAL INSTRUMENTS USED, TREASURY POLICIES AND OBJECTIVES ....... 219
12.6 MATERIAL CAPITAL COMMITMENTS .............................................................................. 219
12.7 MATERIAL LITIGATION AND CONTINGENT LIABILITIES ................................................. 220
12.8 KEY FINANCIAL RATIOS ................................................................................................ 220
12.9 SIGNIFICANT FACTORS AFFECTING OUR REVENUE ........................................................ 223
12.10 IMPACT OF GOVERNMENT, ECONOMIC, FISCAL OR MONETARY POLICIES....................... 224
12.11 IMPACT OF INFLATION ................................................................................................. 225
12.12 IMPACT OF FOREIGN EXCHANGE RATES, INTEREST RATES AND/OR COMMODITY
PRICES ON OUR GROUP’S OPERATIONS......................................................................... 225
12.13 ORDER BOOK ............................................................................................................... 225
12.14 DIRECTORS’ DECLARATION ON OUR GROUP’S FINANCIAL PERFORMANCE ...................... 226
12.15 TREND INFORMATION .................................................................................................. 226
12.16 DIVIDEND POLICY ........................................................................................................ 227
12.17 CAPITALISATION AND INDEBTEDNESS .......................................................................... 228

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RegistrationNo.:
No.:202201029566
202201029566(1475263-U)
(1475263-U)

TABLE OF CONTENTS (Cont’d)

13. ACCOUNTANTS’ REPORT........................................................................................... 229

14. REPORTING ACCOUNTANTS’ REPORT ON PRO FORMA COMBINED


FINANCIAL INFORMATION ...................................................................................... 319

15. STATUTORY AND OTHER INFORMATION


15.1 SHARE CAPITAL ............................................................................................................ 337
15.2 SHARE CAPITAL OF OUR SUBSIDIARIES ........................................................................ 337
15.3 CONSTITUTION ............................................................................................................ 338
15.4 POLICIES ON FOREIGN INVESTMENTS, TAXATION AND FOREIGN EXCHANGE
CONTROLS ................................................................................................................... 344
15.5 GENERAL INFORMATION ............................................................................................... 345
15.6 CONSENTS ................................................................................................................... 346
15.7 DOCUMENTS FOR INSPECTION ..................................................................................... 346
15.8 RESPONSIBILITY STATEMENTS ..................................................................................... 347

16. SUMMARISED PROCEDURES FOR APPLICATION AND ACCEPTANCE


16.1 OPENING AND CLOSING OF APPLICATION PERIOD ........................................................ 348
16.2 METHODS OF APPLICATIONS ........................................................................................ 348
16.3 ELIGIBILITY ................................................................................................................. 349
16.4 APPLICATION BY WAY OF APPLICATION FORMS ............................................................ 350
16.5 APPLICATION BY WAY OF ELECTRONIC SHARE APPLICATIONS ...................................... 351
16.6 APPLICATION BY WAY OF INTERNET SHARE APPLICATIONS .......................................... 351
16.7 AUTHORITY OF OUR BOARD AND THE ISSUING HOUSE ................................................. 351
16.8 OVER / UNDER SUBSCRIPTION ..................................................................................... 352
16.9 UNSUCCESSFUL / PARTIALLY SUCCESSFUL APPLICANTS ................................................ 353
16.10 SUCCESSFUL APPLICANTS ............................................................................................. 354
16.11 ENQUIRIES ................................................................................................................... 354

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1. CORPORATE DIRECTORY

BOARD OF DIRECTORS

Nationality/
Name Designation Residential address Profession Gender
Dato’ Ting Heng Independent Non- 1, Jalan PJU 1A/56 Malaysian / Male
Peng Executive Damansara Idaman Director
Chairman 47301 Petaling Jaya
Selangor

Paul Raymond Managing Director 59, Jalan Mutiara Seputeh 1 Malaysian / Male
Raj A/L (Non-Independent) Taman Seputeh Director
Davadass 58000 Kuala Lumpur

Prabagaran A/L Executive Director 44, Lorong CP 7/57 Malaysian / Male


Chilatorai and Head, Cheras Perdana Director
Customer Batu 9 3/4 Cheras
Experience 43200 Batu 9 Cheras
(Non-Independent) Selangor

Gan Jhia Jhia Non-Independent 11, Jalan Manisan Malaysian / Female


Non-Executive Taman Bukit Indah Director
Director 58200 Kuala Lumpur

Syed Izmi Bin Non-Independent 9, Jalan Maktab 7 Malaysian / Male


Syed Kamarul Non-Executive 54000 Kuala Lumpur Director
Bahrin Director

Azlina Binti Independent Non- RB7, Jalan Anggerik Malaysian / Female


Abdullah Executive Director Taman Uda Jaya Director
68000 Ampang
Selangor

Leong Chooi Independent Non- 31, Jalan Prima Pelangi 2 Malaysian / Female
Kuen Executive Director Bukit Prima Pelangi Director
51200 Kuala Lumpur

Woon Tai Hai Independent Non- 9, Bukit Utama Condo C-SB-9 Malaysian / Male
Executive Director 9, Persiaran Bukit Utama Director
Bandar Utama
47800 Petaling Jaya
Selangor

AUDIT AND RISK MANAGEMENT COMMITTEE

Name Designation Directorship


Leong Chooi Kuen Chairwoman Independent Non-Executive Director
Azlina Binti Abdullah Member Independent Non-Executive Director
Woon Tai Hai Member Independent Non-Executive Director

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Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

1. CORPORATE DIRECTORY (Cont’d)

NOMINATING COMMITTEE

Name Designation Directorship


Azlina Binti Abdullah Chairwoman Independent Non-Executive Director
Woon Tai Hai Member Independent Non-Executive Director
Syed Izmi Bin Syed Kamarul Bahrin Member Non-Independent Non-Executive Director

REMUNERATION COMMITTEE

Name Designation Directorship


Woon Tai Hai Chairman Independent Non-Executive Director
Azlina Binti Abdullah Member Independent Non-Executive Director
Gan Jhia Jhia Member Non-Independent Non-Executive Director

COMPANY SECRETARY : Siew Suet Wei (MAICSA 7011254)


SSM Practicing Certificate No.: 202008001690
(Chartered Secretary and Fellow of the Malaysian Institute of
Chartered Secretaries and Administrators)

Lim Yen Teng (LS0010182)


SSM Practicing Certificate No.: 201908000028
(Chartered Governance Professional and Master in
Administration from Universiti Tunku Abdul Rahman)

5-9A, The Boulevard Offices


Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur

Telephone: +603-2282 6331

REGISTERED OFFICE : 5-9A, The Boulevard Offices


Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur

Telephone: +603-2282 6331

HEAD OFFICE : Level 8, Tower 7 UOA Business Park


1, Jalan Pengaturcara U1/51A
Seksyen U1
40150 Shah Alam
Selangor

Telephone: +603-5567 2388

EMAIL ADDRESS AND : Website: www.daythree.co


WEBSITE Email address: askme@daythree.co

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Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

1. CORPORATE DIRECTORY (Cont’d)

AUDITORS AND : Baker Tilly Monteiro Heng PLT


REPORTING (Registration No. 201906000600 (LLP0019411-LCA) & AF 0117)
ACCOUNTANTS FOR OUR
LISTING Baker Tilly Tower
Level 10, Tower 1, Avenue 5
Bangsar South City
59200 Kuala Lumpur

Partner-in-charge: Paul Tan Hong


Approval number: 03459/11/2023 J
(Chartered Accountant of the Malaysian Institute of
Accountants and Fellow Member of the Association of
Chartered Certified Accountants)

Telephone number: +603-2297 1000

ADVISER, SPONSOR, : M & A Securities Sdn Bhd


UNDERWRITER AND (Registration No. 197301001503 (15017-H))
PLACEMENT AGENT
45-11, The Boulevard
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur

Telephone: +603-2284 2911

SOLICITORS FOR OUR : Zul Rafique & Partners


LISTING
D3-3-8, Solaris Dutamas
1, Jalan Dutamas 1
50480 Kuala Lumpur

Telephone: +603-6209 8228

ISSUING HOUSE AND : Tricor Investor & Issuing House Services Sdn Bhd
SHARE REGISTRAR (Registration No. 197101000970 (11324-H))

Unit 32-01, Level 32, Tower A


Vertical Business Suite, Avenue 3
Bangsar South
8, Jalan Kerinchi
59200 Kuala Lumpur

Telephone: +603-2783 9299

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Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

1. CORPORATE DIRECTORY (Cont’d)

INDEPENDENT MARKET : Protégé Associates Sdn Bhd


RESEARCHER (Registration No. 200401037256 (675767-H))

Suite C-09-12, Plaza Mont’ Kiara


2, Jalan Kiara
Mont’ Kiara
50480 Kuala Lumpur

Telephone: +603-6201 9301

Person-in-charge: Seow Cheow Seng


(Master in Business Administration from Charles Sturt
University, Australia and Bachelor of Business majoring in
Marketing from RMIT University, Australia)

LISTING SOUGHT : ACE Market of Bursa Securities

SHARIAH STATUS : Approved by Shariah Advisory Council of SC

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Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY

This Prospectus Summary only highlights the key information from other parts of this
Prospectus. It does not contain all the information that may be important to you. You
should read and understand the contents of the whole Prospectus prior to deciding on
whether to invest in our Shares.

2.1 PRINCIPAL DETAILS OF IPO

The following details relating to our IPO are derived from the full text of this Prospectus and
should be read in conjunction with that text:

Public Issue Offer for Sale Total


No. of Shares (1)% No. of Shares (1)% No. of Shares (1)
%
Malaysian Public 24,000,000 5.0 - - 24,000,000 5.0
Pink Form Allocations 12,000,000 2.5 - - 12,000,000 2.5
Private placement to 74,400,000 15.5 12,000,000 2.5 86,400,000 18.0
selected investors
110,400,000 23.0 12,000,000 2.5 122,400,000 25.5

Enlarged number of Shares upon Listing 480,000,000


IPO Price per Share RM0.30
Market capitalisation upon Listing (based on our IPO Price and enlarged RM144,000,000
number of Shares upon Listing)

Note:
(1)
Based on our enlarged share capital of 480,000,000 Shares after our IPO.

Further details of our IPO are set out in Section 4.

Our Specified Shareholders namely Dayspring Capital’s and Cloud Marshal’s and the Pre-IPO
Investor’s entire shareholdings after our IPO will be held under moratorium for 6 months
from the date of Listing, as follows:
Shares under moratorium
Specified Shareholders No. of Shares % of enlarged share capital
Dayspring Capital 172,800,000 36.0
Cloud Marshal 110,880,000 23.1

Pre-IPO Investor
BLM Holdings 73,920,000 15.4

Thereafter, our Specified Shareholders’ shareholdings amounting to 45.0% of our share


capital will remain under moratorium for another 6 months. Our Specified Shareholders may
sell, transfer or assign up to a maximum of one-third per annum (on a straight line basis) of
their shares held under moratorium upon expiry of the second 6-month period.

Separately, the ultimate shareholders of Dayspring Capital, Cloud Marshal and BLM Holdings
namely Paul Raymond Raj A/L Davadass, Thanos Capital, Gan Jhia Jhia, Leong Kok Cheng,
Lee King Loon and Bernadine Lee Siew Ling respectively, have also undertaken not to sell,
transfer or assign their shareholdings in Dayspring Capital, Cloud Marshal and BLM Holdings
(as applicable) during the moratorium period. The shareholders of Thanos Capital, namely
Leong Kok Cheng, Lee King Loon and Gan Jhia Jhia will also not sell, transfer or assign their
shareholdings in Thanos Capital during the moratorium period. Further details on the
moratorium on our Shares are set out in Section 3.2.

2.2 GROUP STRUCTURE, BUSINESS MODEL AND OPERATIONAL HIGHLIGHTS

Our Company was incorporated in Malaysia under the Act on 11 August 2022 as a private
limited company under the name of Daythree Digital Sdn Bhd. On 28 September 2022, it
was converted into a public limited company and changed to our present name.
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Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY (Cont’d)

We are an investment holding company. Our Group structure as at LPD is as follows:

Daythree

100.0% 100.0% 100.0%

Daythree Daythree Daythree


Services Services SG Solutions

Through our subsidiaries, namely Daythree Services, Daythere Services SG and Daythree
Solutions, we are GBS service provider focusing on CX lifecycle management services
enabled by our in-house developed digital tools. Our CX lifecycle management services
involve the setting up of CX delivery offices at either our premises or at our Clients’
premises, which will house the CX executives that we employ to provide all our CX services.
For most of our CX services, our CX delivery office primarily functions as a contact centre,
which facilitates communications between our Clients and their Customers, such as in
customer care support and/or in acquisition of Customers (where the Client establishes
contact with a new Customer with the hope of converting from a prospect into a paying
Customer), and in after-sales’ customer support and care services such as responding to
enquiries and technical support.

Our Group’s business segment is summarised in the diagram below:

We manage both voice and non-voice communication channels such as calls, emails, chat
messaging, social media platform, AI-powered chat bots and in-app interactions to engage
with the Customers. Our services are managed and operated by trained CX executives, and
we employ our in-house developed digital tools in facilitating their tasks to increase
efficiencies and improve response time, thereby offering a unique brand experience.

CX lifecycle management services enabled by in-house developed digital tools


Business Segment

Supported by 3 in-house developed digital tools, namely DAISY, FAITH and SAIGE

• Customer care support • Revenue generation


Type of CX Services • Helpdesks and technical support • Receivables management
• Content moderation • Back office and transactional processing
• Customer retention management

Principal Market Malaysia

• Energy & utilities • E-commerce & retail


Client Segment • Telecommunication & media • Healthtech
• Fintech & financial services • Travel & hospitality
• Construction

To deliver our CX lifecycle management services efficiently, we utilise our in-house


developed digital tools in our operations, that are designed to optimise CX while improving
our Clients’ operational performance. We identify the key areas of Clients’ operations that
are suitable for adoption and integration of emerging technologies in their business
processes which streamline workflow and improve efficiency, thereby creating added value
for our Clients. We currently utilise 3 in-house developed digital tools, namely, DAISY,
SAIGE and FAITH to facilitate and support our CX operations.
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Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY (Cont’d)

Our revenue is solely generated from Malaysia. As at LPD, we are engaged by 22 Clients
from various industry segments as set out in the table below. The revenue contributions
from the client segment for FYE 2019 to 2022 are set out as follows:

FYE 2019 FYE 2020 FYE 2021 FYE 2022


Client segment RM’000 % RM’000 % RM’000 % RM’000 %
Energy & utilities 14,623 39.0 19,606 41.1 24,471 42.1 31,840 48.9
Telecommunications 17,592 47.0 16,203 34.0 18,568 31.9 15,236 23.4
& media
Fintech & financial 2,202 5.9 6,842 14.3 7,906 13.6 10,003 15.4
services
Construction 1,891 5.0 2,264 4.7 2,475 4.3 2,474 3.8
Others(1) 1,155 3.1 2,798 5.9 4,713 8.1 5,552 8.5
Total 37,463 100.0 47,713 100.0 58,133 100.0 65,105 100.0
Note:
(1)
Others consist of e-commerce & retail, healthtech and travel & hospitality.

Further details of our Group and our business model are set out in Sections 6 and 7.

2.3 IMPACT OF COVID-19 AND MCO

The Government has imposed the MCO to curb the spread of the COVID-19 virus
throughout Malaysia from 18 March 2020 to 3 May 2020. Subsequent to that, the
Government had implemented different forms of MCO from 4 May 2020 to 31 May 2021.
Following the resurgence of COVID-19 cases in first half of 2021, the Government
implemented a four-phase recovery, known as NRP, whereby the Phase 1 NRP is re-
imposition of a nationwide lockdown beginning 1 June 2021. The phases of NRP vary from
one state to another, depending on the improvement of COVID-19 cases in each state and
the announcement by the Government. From 17 July 2021, the Government gradually
announced the transition of phases for states with lower record of COVID-19 cases,
whereby further relaxation of economic activities was granted to the respective states.
Beginning 1 April 2022, Malaysia entered into the ‘Transition to Endemic’ phase whereby
restrictions have been further eased, which includes the removing limits on workforce
capacity and restrictions on business hours as well as allowing interstate travels.

Most of our Clients operate in the essential services sectors such as energy & utilities,
telecommunications & media and fintech & financial services. As such, our services were
deemed essential to support our Clients’ operations. We received approvals from MITI to
continue operating with specified guidelines and SOPs by the Government during various
MCO and NRP stages.

The social restriction and lockdown measures in response to the COVID-19 have resulted in
the increased in volume of Customer interactions, particularly for our Clients from energy &
utilities, and telecommunications & media segments, which have resulted in higher demand
for our services. We did not experience any major difficulties in the collection of our trade
receivables arising from business interruptions faced by our Clients. Our cash flow from
operations remained positive during FYE 2019 to 2022.

To comply with the SOPs imposed since 18 March 2020 and up until LPD, our Group has
incurred expenses of approximately RM191,000 in aggregate which includes the purchase of
sanitizers, disinfectants, facial recognition and temperature checking equipment, and
personal protective equipment as well as COVID-19 testing costs. We have received
government incentives of RM2.0 million in aggregate in relation to the wage subsidy
programmes.
7

7
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY (Cont’d)

Further details on the impact of COVID-19 and MCO and our measures to commence and
continue operations are set out in Section 7.8.

2.4 COMPETITIVE STRENGTHS

Our Directors believe that our business sustainability and future growth is built on the
following competitive strengths:

(a) Our Group’s workforce is our key assets. As such, we place strong focus on human
capital development to deliver quality CX. Our average CX executive headcount by
client segment for FYE 2019 to 2022 are set out as follows.

Client segment FYE 2019 FYE 2020 FYE 2021 FYE 2022
Energy & utilities 378 486 584 687
Telecommunications & media 452 400 379 326
Fintech & financial services 37 145 152 189
Construction 27 42 54 60
Others(1) 27 94 98 115
921 1,167 1,267 1,377

Note:
(1)
Others consist of e-commerce & retail, healthtech and travel & hospitality.

In order to provide satisfactory service to Customers, our Group has identified the key
measures in improving and maintaining the performance of our workforce. In
general, quality CX executives are able to: (i) achieve high customer satisfaction
scores; (ii) handle interactions quickly; (iii) resolve more customer interactions; and
(iv) perform consistently.

To instil such qualities in our growing and adaptive workforce, our Group commits to
investing in our employees by providing a conducive work environment and necessary
trainings. New employees also undergo up to 2 weeks induction programme that are
designed to instil our corporate culture known as the ‘Daythree Way – Service
from the Heart’. This culture and our core values emphasise on a team
collaborative approach in our operations.

In addition, project-specific training programmes that provide CX executives with


knowledge of the Clients’ products, services, procedures and systems are developed
together with the Clients during project development and planning stages. Our
Group’s employees also have access to internal and external training programmes
such as functional and leadership skills training, data analytic programmes, and COPC
compliance programmes.

(b) In line with technological advancement in areas including RPA, AI, data analytics and
business intelligence, our Group leverages on our in-house developed digital tools
DAISY, SAIGE and FAITH to facilitate and support our CX operations. The deployment
of these in-house developed digital tools into the CX operations enables our CX
executives to focus on delivering a personalised CX while in-house developed digital
tools handle more mundane and repetitive tasks. Our Group monitors technological
advancements and trends and also uses our in-house developed digital tools for
review, evaluation and analysis of performance, which will allow our Group to better
propose and incorporate newer and improved technologies in our services and
solutions. This is ultimately aimed at supporting the modernisation of business
processes of our Clients.

8
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY (Cont’d)

(c) Our Group has a diverse client segment base. Since our inception, we have grown our
client base operating in diverse industries which include but are not limited to energy
& utilities, telecommunications & media, fintech & financial services, construction, e-
commerce & retail, healthtech and travel & hospitality. We leverage on this
experience to continue building our capabilities to serve new Clients, and combine it
with improvements in operational processes augmented by the adoption of advanced
technologies.

(d) Our Group has an experienced key senior management team, led by our founder and
Managing Director, Paul Raymond Raj A/L Davadass who has more than 10 years of
working experience within the GBS industry and Prabagaran A/L Chilatorai, our
Executive Director and Head, Customer Experience, who has approximately 20 years
of experience in managing CX lifecycle business processes. Our management team
has substantial experience in their respective fields, contributing valuable new
perspectives and insights to our Group’s business operations.

Further details of our competitive strengths are set out in Section 7.16.

2.5 BUSINESS STRATEGIES

Our business objectives are to maintain sustainable growth and create long term
shareholder value. To achieve our business objectives, we will implement the following
business strategies over the period of 24 months from the date of our Listing:

(a) We intend to expand our office space in the following manner:

(i) increase the current headquarters built-up area from approximately 4,000 sq ft
(being occupied by our management level employees) to 6,045 sq ft, which is
expected to accommodate the current and additional management team;

(ii) set up 2 new CX delivery offices with an aggregate built-up area of


approximately 12,000 sq ft located at UOA Business Park; and

(iii) set up a multipurpose facility with a built-up area of approximately 6,000 sq ft


located at UOA Business Park to be used for internal training, meeting, rest and
recreational purposes.

(b) We intend to recruit a team of industry experts comprising the expansion of the
management team with a Chief People Officer, Director of learning and development
and Chief Customer Officer, together with 12 executive personnel to support and
assist this expanded management team.

(c) We intend to purchase networking infrastructure, IT software and hardware, which


will facilitate the monitoring of our network performance and potential cyber threats.
Through the network monitoring centre, we can detect network anomalies and
address any cyber-attacks and/or network disruptions and thus ensuring our
operational continuity.

(d) We intend to increase our market visibility and brand recognition by participating in
more educational exhibitions and forums and placing of thought leadership articles,
advertisements on various platforms such as digital publications, websites, in-
application advertisements and social media platforms. We also intend to redesign
our website layout to improve user experience.

Further details of our business strategies are set out in Section 7.18.

9
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY (Cont’d)

2.6 RISK FACTORS


Before investing in our Shares, you should carefully consider, along with other matters in
this Prospectus, the risk factors as set out in Section 9. Some of the more important risk
factors are summarised below:
(a) Our business is concentrated on 3 major Clients which had contributed approximately
60.2%, 63.3%, 64.1% and 67.3% to our Group’s revenue in FYE 2019, FYE 2020,
FYE 2021 and FYE 2022 respectively. As such, our financial performance may be
materially and adversely affected if we were to lose one or more of the 3 major
Clients (or reduce the level of services provided to them) without capturing new
Clients to replace the loss of business in a timely manner, or if we were to encounter
difficulties in collecting payments from these major Clients, the projects are delayed
or terminated.
(b) We are dependent on our ability to secure new contracts, maintain and renew
contracts with our Clients where there is no assurance that our Clients will renew
their contracts with us after the expiration of their terms or that our Clients will
continue engaging our services. If renewed, any subsequent service agreements
awarded by our existing Clients, may be on terms less favourable to us.
(c) We are dependent on our employees collectively to support our operations as our CX
executives (people cost) accounted for 93.4%, 94.5%, 93.2% and 92.6% of the cost
of sales for the FYE 2019, FYE 2020, FYE 2021 and FYE 2022, respectively. While our
management employees (staff’s cost) accounted for 69.2%, 70.8%, 67.3% and
56.4% of the administrative expenses for the FYE 2019, FYE 2020, FYE 2021 and FYE
2022, respectively. Our employees are collectively critical to the smooth execution of
our overall operations including our CX delivery offices and as such our success and
future growth is largely dependent on our ability to attract, train and retain our
employees.
(d) Our financial performance may be impacted in the event of non-extension of our
Pioneer Status which entitles us to a 100% exemption on taxable statutory income
derived from approved activities for the second 5 years (from 16 February 2022 to 15
February 2027). On 18 January 2023, we received the approval-in-principle by MIDA
and this approval is subject to the gazettement of the relevant tax exemption
provisions by the Government. Our Group has provided for the income tax payable of
RM2.3 million and the relevant penalties of RM0.2 million in FYE 2022. If the
gazettement does not take place, our Group will continue to account for the income
tax payable and penalties, resulting in a significant impact on our financial
performance.
(e) Our continued success will depend on our ability to retain the service of our Managing
Director, Executive Director and key management personnel. As such, the loss of our
experienced Managing Director, Executive Director and key management personnel
without suitable and timely replacements, may have an adverse impact on our
Group’s business and ability to compete effectively.
(f) We are subject to the service level and performance obligations required by our
Clients, and they are stipulated in our Clients’ contract. As such, we may be imposed
a penalty if we fail to meet the minimum service level and performance obligation
required and/or mistake made by our CX executives in the course of delivering CX
services, and could lead to reduction in revenue (lower payments to us) and a claim
against us for damages.
(g) We are liable to our Clients for damages caused by unauthorised disclosure of
sensitive and confidential information, whether through a breach of our computer
systems, through our employees or otherwise which we could also face legal claims
from our Clients as a result of breaching contractual confidentiality provisions, leading
to loss of Clients and loss of revenue.
10

10
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY (Cont’d)

2.7 DIRECTORS AND KEY SENIOR MANAGEMENT

Our Directors and key senior management are as follows:

Name Designation
Directors
Dato’ Ting Heng Peng Independent Non-Executive Chairman
Paul Raymond Raj A/L Davadass Managing Director
Prabagaran A/L Chilatorai Executive Director and Head, Customer Experience
Gan Jhia Jhia Non-Independent Non-Executive Director
Syed Izmi Bin Syed Kamarul Bahrin Non-Independent Non-Executive Director
Azlina Binti Abdullah Independent Non-Executive Director
Leong Chooi Kuen Independent Non-Executive Director
Woon Tai Hai Independent Non-Executive Director

Key senior management


Chiew Sin Kwang Head, Digital Transformation
Charanjit Kaur A/P Mohan Singh Head, Service Excellence
Callie Tan Poh Choo Financial Controller
Zaina Haida Binti Zainal Rahim Senior Manager, People & Culture
Joma Paul Mariano Germentil Senior Manager, Business Excellence

Further details of our Directors and key senior management are set out in Section 5.

2.8 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

The shareholdings of our Promoters and substantial shareholders in our Company before
and after IPO are set out below:
(1) (2)
Before IPO After IPO
Direct Indirect Direct Indirect
Country of No. of No. of No. of No. of
incorporation/ Shares Shares Shares Shares
Name Nationality ’000 % ’000 % ’000 % ’000 %
Promoters and substantial shareholders
Dayspring Capital Malaysia 184,800 50.0 - - 172,800 36.0 - -
Paul Raymond Raj Malaysian - - (3)184,800 (3)50.0 - - (3)
172,800 (3)
36.0
A/L Davadass
Cloud Marshal Malaysia 110,880 30.0 - - 110,880 23.1 - -

Substantial shareholders
BLM Holdings(4) Malaysia 73,920 20.0 - - 73,920 15.4 - -
(5) (5) (5) (5)
Thanos Capital Malaysia - - 110,880 30.0 - - 110,880 23.1
(6) (6) (6) (6)
Gan Jhia Jhia Malaysian - - 110,880 30.0 - - 110,880 23.1
(7) (7) (7) (7)
Leong Kok Cheng Malaysian - - 110,880 30.0 - - 110,880 23.1
(8) (8) (8) (8)
Lee King Loon Malaysian - - 110,880 30.0 - - 110,880 23.1
(9) (9) (9) (9)
Bernadine Lee Malaysian - - 73,920 20.0 - - 73,920 15.4
Siew Ling

Notes:
(1)
Based on the share capital of 369,600,000 Shares before our IPO.
(2)
Based on the enlarged share capital of 480,000,000 Shares after our IPO.

11

11
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY (Cont’d)

(3)
Deemed interest by virtue of his direct shareholdings in Dayspring Capital pursuant to
Section 8(4) of the Act.
(4)
Being the beneficial owner of the Shares held through Kenanga Investors Berhad-
client’s trust account in RHB Trustees.
(5)
Deemed interest by virtue of its direct shareholding in Cloud Marshal pursuant to
Section 8(4) of the Act.
(6)
Deemed interest by virtue of her direct shareholding in Thanos Capital pursuant to
Section 8(4) of the Act.
(7)
Deemed interest by virtue of his direct shareholding in Thanos Capital pursuant to
Section 8(4) of the Act.
(8)
Deemed interest by virtue of his direct shareholding in Thanos Capital pursuant to
Section 8(4) of the Act.
(9)
Deemed interest by virtue of her direct shareholding in BLM Holdings pursuant to
Section 8(4) of the Act.

Please refer to Section 5.1.2 for further details of the shareholders of Dayspring Capital,
Cloud Marshal, BLM Holdings and Thanos Capital. Further details of our Promoters and
substantial shareholders are set out in Section 5.

2.9 UTILISATION OF PROCEEDS

The gross proceeds to be raised by our Company from the Public Issue of RM33.1 million
shall be utilised in the following manner:
(1)
Estimated
timeframe for
Utilisation of proceeds RM’000 % utilisation
Office expansion 7,100 21.4 Within 24 months
Recruit industry experts to capture growth 3,020 9.1 Within 24 months
opportunities
Capital expenditure in networking 3,000 9.1 Within 12 months
infrastructure, IT hardware and software
Branding, marketing and promotional 1,500 4.5 Within 12 months
activities
Working capital 14,700 44.4 Within 12 months
Estimated listing expenses 3,800 11.5 Within 1 month
Total 33,120 100.0

Note:
(1)
From the date of our Listing.

There is no minimum subscription to be raised from IPO.

Detailed information on our utilisation of proceeds is set out in Section 4.9.

12

12
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY (Cont’d)

2.10 FINANCIAL HIGHLIGHTS

The selected financial information included in this Prospectus is not intended to predict our
Group's financial position, results and cash flows.

2.10.1 Combined statements of comprehensive income

The following table sets out the financial highlights based on our combined statements of
comprehensive income for FYE 2019 to 2022:

FYE 2019 FYE 2020 FYE 2021 FYE 2022


RM’000 RM’000 RM’000 RM’000
Revenue 37,463 47,713 58,133 65,105
GP 7,631 9,888 15,163 16,401
PBT 3,838 5,649 9,671 8,545
PAT 3,838 5,649 9,630 6,247
GP margin (%)(1) 20.4 20.7 26.1 25.2
PAT margin (%)(2) 10.2 11.8 16.6 9.6
EPS (sen)(3) 0.8 1.2 2.0 1.3
Current ratio (times) 4.7 4.5 6.0 2.6
Gearing ratio (times) - - - 0.2

Notes:
(1)
Calculated based on GP over revenue.
(2)
Calculated based on PAT over revenue.
(3)
Calculated based on PAT and enlarged share capital of 480,000,000 Shares after our
IPO.

There were no exceptional items during the financial years under review. Our audited
combined financial statements for the past financial years under review were not subject to
any audit qualifications. Further details on the financial information are set out in Section 12
and Section 13.

2.10.2 Pro forma combined statements of financial position

The following table sets out a summary of the pro forma combined statements of financial
position of our Group to show the effects of the Acquisitions, Public Issue, Offer for Sale and
utilisation of proceeds. It is presented for illustrative purposes only and should be read
together with the pro forma combined statements of financial position as set out in Section
14.

I II III
After I and
As at 31 Public Issue After II and
December After and Offer for utilisation of
2022 Acquisitions Sale proceeds
RM’000 RM’000 RM’000 RM’000
ASSETS
Total non-current assets 12,874 12,874 12,874 12,874
Total current assets 33,240 33,240 66,360 63,521
TOTAL ASSETS 46,114 46,114 79,234 76,395

13

13
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

2. PROSPECTUS SUMMARY (Cont’d)

I II III
After I and
As at 31 Public Issue After II and
December After and Offer for utilisation of
2022 Acquisitions Sale proceeds
RM’000 RM’000 RM’000 RM’000
EQUITY AND LIABILITIES
Share capital - 20,143 53,263 52,389
Invested equity 2,000 - - -
Exchange reserve 1 1 1 1
Reorganisation reserve - (18,143) (18,143) (18,143)
Retained earnings 24,474 24,474 24,474 22,509
TOTAL EQUITY 26,475 26,475 59,595 56,756

Total non-current liability 6,818 6,818 6,818 6,818


Total current liabilities 12,821 12,821 12,821 12,821
TOTAL LIABILITIES 19,639 19,639 19,639 19,639

TOTAL EQUITY AND 46,114 46,114 79,234 76,395


LIABILITIES

No. of Shares in issue (‘000) - 369,600 480,000 480,000


NA per Share (RM) - 0.07 0.12 0.12
Borrowings 12,340 12,340 12,340 12,340
Gearing (times) 0.5 0.5 0.2 0.2

2.11 DIVIDEND POLICY

Our Company presently does not have any formal dividend policy. It is our intention to pay
dividends to shareholders in the future, however, such payments will depend upon a
number of factors, including our Group's financial performance, capital expenditure
requirements, general financial condition and any other factors considered relevant by our
Board.
During FYE 2019 to 2022 and up to LPD, we declared and paid the following dividends:
1 January
2023 up to
FYE 2019 FYE 2020 FYE 2021 FYE 2022 LPD
RM’000 RM’000 RM’000 RM’000 RM’000
Dividends declared 1,300 2,000 600 8,000 -
Dividends paid 1,300 2,000 600 8,000 -

The dividends declared and paid in FYE 2019 to 2022 and up to LPD were funded via
internally generated funds. We do not intend to declare and pay any dividends from the LPD
up to the point of our Listing.

Further details of our dividend policy are set out in Section 12.16.

14

14
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

3. APPROVALS AND CONDITIONS

3.1 APPROVALS AND CONDITIONS

3.1.1 Bursa Securities approval

Bursa Securities had, vide its letter dated 9 March 2023, approved our admission to the
Official List of the ACE Market, the listing of and quotation for our entire enlarged issued
share capital on the ACE Market and the approval-in-principal for the registration of the
Prospectus. The approval from Bursa Securities is subject to the following conditions:

No. Details of conditions imposed Status of compliance


(a) Submit the following information with respect to Complied
the moratorium on the shareholdings of the
Specified Shareholders to Bursa Depository:
(i) Name of shareholders;
(ii) Number of shares; and
(iii) Date of expiry of the moratorium for each
block of shares.

(b) Confirm that approvals from other relevant Complied


authorities have been obtained for implementation
of the listing proposal;

(c) The Bumiputera equity requirements for public Complied. Daythree is


listed companies as approved / exempted by the exempted from the
SC including any conditions imposed thereon; Bumiputera equity
requirement for public listed
companies. Further details
are set out in Section 3.1.2.

(d) Make the relevant announcements pursuant to To be complied


paragraphs 8.1 and 8.2 of Guidance Notes 15 of
the Listing Requirements;

(e) Furnish to Bursa Securities a copy of the schedule To be complied


of distribution showing compliance with the public
shareholding spread requirements based on the
entire issued share capital of Daythree on the first
day of listing;

(f) In relation to the public offering to be undertaken To be complied


by Daythree, to announce at least 2 market days
prior to the listing date, the result of the offering
including the following:
(i) Level of subscription of public balloting and
placement;
(ii) Basis of allotment / allocation;
(iii) A table showing the distribution for placement
tranche; and
(iv) Disclosure of placees who become substantial
shareholders of Daythree arising from the
public offering, if any.

(g) Daythree / M & A Securities to furnish Bursa To be complied


Securities with a written confirmation of its
compliance with the terms and conditions of Bursa
Securities’ approval upon the admission of
Daythree to the Official List of the ACE Market.

15
15
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

3. APPROVALS AND CONDITIONS (Cont’d)

3.1.2 SC approval

Our Listing is an exempt transaction under Section 212(8) of the CMSA and is therefore not
subject to the approval of the SC.

The SC had, vide its letter dated 13 March 2023 took note of the resultant equity structure
of our Company pursuant to our Listing under the Bumiputera equity requirement for public
listed companies (“Equity Requirement”). Daythree Services was awarded the MSC
Malaysia Status by MDEC on 14 February 2017 which was subsequently replaced by
Malaysia Digital Status on 4 July 2022, and was the major contributor to our Group’s after
tax-profit for FYE 2019 to FYE 2021. Accordingly, Daythree is exempted from the Equity
Requirement.

Nevertheless, if we undertake subsequent proposals involving:

(a) a transfer of our listing status to the Main Market of Bursa Securities; or

(b) any acquisition which results in a significant change in our business direction or
policy,

we must submit such application to the SC under the Equity Requirement for a
reassessment.

The Shariah Advisory Council of SC had, vide its letter dated 13 June 2023 classified our
Shares as shariah-compliant based on our audited combined financial statements for FYE
2022.

3.1.3 MITI approval

The MITI had, vide its letter dated 10 January 2023, exempted our Company from meeting
the Bumiputera equity requirement pursuant to our Listing as we had obtained the MSC
Malaysia Status on 14 February 2017 in line with the rules issued by the SC.

3.2 MORATORIUM ON OUR SHARES

3.2.1 Specified Shareholders

In accordance with Rule 3.19(1) of the Listing Requirements, a moratorium will be imposed
on the sale, transfer or assignment of those Shares held by our Specified Shareholders
namely Dayspring Capital and Cloud Marshal as follows:

(a) The moratorium applies to the entire shareholdings of our Specified Shareholders for
a period of 6 months from the date of our admission to the ACE Market (“First 6-
Month Moratorium”);

(b) Upon expiry of the First 6-Month Moratorium, our Company must ensure that our
Specified Shareholders’ aggregate shareholdings amounting to at least 45.0% of the
total number of issued ordinary shares remain under moratorium for another period
of 6 months (“Second 6-Month Moratorium”); and

(c) On the expiry of the Second 6-Month Moratorium, our Specified Shareholders may
sell, transfer or assign up to a maximum of 1/3 per annum (on a straight line basis)
of those Shares held under moratorium.

16
16
Registration No.:
Registration No.: 202201029566
202201029566(1475263-U)
(1475263-U)

3. APPROVALS AND CONDITIONS (Cont’d)

Details of our Specified Shareholders and their Shares which will be subject to the abovesaid moratorium, are set out below:

Shares under the First Shares under the Second


6-Month Moratorium 6-Month Moratorium Year 2 Year 3
Specified Shareholders No. of Shares (2)% No. of Shares (2)
% No. of Shares %
(2)
No. of Shares %
(2)

Dayspring Capital (1)


172,800,000 36.0 (1)
131,573,604 27.4 87,715,736 18.3 43,857,868 9.1
Cloud Marshal 110,880,000 23.1 84,426,396 17.6 56,284,264 11.7 28,142,132 5.9
283,680,000 59.1 216,000,000 45.0 144,000,000 30.0 72,000,000 15.0

Notes:

(1)
After Offer for Sale.

(2)
Based on the enlarged share capital of 480,000,000 Shares after our IPO.

3.2.2 Pre-IPO Investor

In accordance with Rule 3.19A of the Listing Requirements, a moratorium will be imposed on the sale, transfer or assignment of Shares held
by the Pre-IPO Investor for a period of 6 months from the date of our admission to the ACE Market. Details of our Pre-IPO Investor and its
Shares which will be subject to the moratorium, are set out below:

Shares under the 6-Month Moratorium


Pre-IPO Investor No. of Shares (1)
%
BLM Holdings(2) 73,920,000 15.4

Notes:

(1)
Based on the enlarged share capital of 480,000,000 Shares after our IPO.

(2)
Being the beneficial owner of the Shares held through Kenanga Investors Berhad for clients’ trust account in RHB Trustees.

17

17
RegistrationNo.:
Registration No.:202201029566
202201029566(1475263-U)
(1475263-U)

3. APPROVALS AND CONDITIONS (Cont’d)

The moratoriums in Sections 3.2.1 and 3.2.2 above have been fully accepted by our
Specified Shareholders as well as Pre-IPO Investor, who have provided written undertakings
that they will not sell, transfer or assign their shareholdings under moratorium during the
moratorium period. The moratorium restrictions are specifically endorsed on the share
certificates representing the Shares under moratorium held by them to ensure that our
Share Registrar does not register any transfer and/or assignment that contravenes with
such restrictions.

Separately, the ultimate shareholders of Dayspring Capital, Cloud Marshal and BLM Holdings
namely Paul Raymond Raj A/L Davadass, Thanos Capital, Gan Jhia Jhia, Leong Kok Cheng,
Lee King Loon and Bernadine Lee Siew Ling have also undertaken not to sell, transfer or
assign their shareholdings in Dayspring Capital, Cloud Marshal and BLM Holdings during the
abovementioned moratorium period. The shareholders of Thanos Capital, namely Leong Kok
Cheng, Lee King Loon and Gan Jhia Jhia will also not sell, transfer or assign their
shareholdings in Thanos Capital during the moratorium period.

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18
18
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO

4.1 OPENING AND CLOSING OF APPLICATION PERIOD

The Application period will open at 10.00 a.m. on 21 June 2023 and will remain open until
5.00 p.m. on 11 July 2023. LATE APPLICATIONS WILL NOT BE ACCEPTED.

4.2 INDICATIVE TIMETABLE

Events Indicative date


Issuance of this Prospectus / Opening of Application 21 June 2023
Closing of Application 11 July 2023
Balloting of Application 14 July 2023
Allotment / Transfer of IPO Shares to successful applicants 24 July 2023
Date of Listing 26 July 2023

In the event there is any change to the timetable, we will advertise the notice of change in a
widely circulated English and Bahasa Malaysia daily newspaper in Malaysia, and make an
announcement on Bursa Securities’ website.

4.3 DETAILS OF OUR IPO

4.3.1 Listing scheme

(a) Public Issue

A total of 110,400,000 Issue Shares, representing approximately 23.0% of our enlarged


share capital are offered at our IPO Price. The Issue Shares shall be allocated in the
following manner:

(i) Malaysian Public

24,000,000 Issue Shares, representing approximately 5.0% of our enlarged


share capital, are reserved for application by the Malaysian Public, to be allocated
via balloting process as follows:

(aa) 12,000,000 Issue Shares made available to public investors; and

(bb) 12,000,000 Issue Shares made available to Bumiputera public investors.

(ii) Eligible Directors and employees of our Group

12,000,000 Issue Shares, representing approximately 2.5% of our enlarged


share capital, are reserved for our eligible Directors and employees of our Group
under the Pink Form Allocations. Further details of our Pink Form Allocations are
set out in Section 4.3.2.

(iii) Private placement to selected investors

74,400,000 Issue Shares, representing approximately 15.5% of our enlarged


share capital, are reserved for private placement to selected investors.

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19
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

The basis of allocation of the Issue Shares shall take into account our Board’s intention
to distribute the Issue Shares to a reasonable number of applicants to broaden our
Company’s shareholding base to meet the public spread requirements, and to establish
a liquid and adequate market for our Shares. Applicants will be selected in a fair and
equitable manner to be determined by our Directors.

Upon completion of our Public Issue, our share capital will increase from RM20.1 million
comprising 369,600,000 Shares to RM53.3 million comprising 480,000,000 Shares.
There is no over-allotment or ‘greenshoe’ option that will increase the number of our
IPO Shares.

Our Public Issue is subject to the terms and conditions of this Prospectus.

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20
20
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

(b) Offer for Sale

A total of 12,000,000 Offer Shares, representing 2.5% of our enlarged share capital, are offered by our Selling Shareholder to selected investors by
way of private placement at our IPO Price.

Our Offer for Sale is subject to the terms and conditions of this Prospectus. The details of our Selling Shareholder and its relationship with our Group
are as follows:

Name / Registered or Relationship with As at LPD / Before IPO(1) Offer Shares offered After IPO
Residential address our Group No. of Shares % No. of Shares (2)
% (3)% No. of Shares %
(3)

Dayspring Capital / Promoter, Specified 184,800,000 50.0 12,000,000 3.2 2.5 172,800,000 36.0
5-9A, The Boulevard Offices Shareholder and
Mid Valley City substantial
Lingkaran Syed Putra shareholder
59200 Kuala Lumpur

Notes:

(1)
After completion of Acquisitions prior to Public Issue.

(2)
Based on the share capital of 369,600,000 Shares before IPO.

(3)
Based on our enlarged share capital of 480,000,000 Shares after IPO.

Further details of our Selling Shareholder, who is also our Promoter and substantial shareholder can be found in Section 5.1.2(a).

(c) Listing

Upon completion of our IPO, our Company’s entire enlarged share capital of RM53.3 million comprising 480,000,000 Shares shall be listed on the ACE
Market.

21
21
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

4.3.2 Pink Form Allocations

We have allocated 12,000,000 Issue Shares under the Pink Form Allocations to our eligible
Directors and employees of our Group as follows:

Aggregate no.
No. of eligible of Issue Shares
Category persons allocated
Eligible Directors 3 2,000,000
Eligible employees 23 10,000,000
26 12,000,000

Pink Form Allocations which are not accepted by certain eligible Directors and employees of
our Group will be re-allocated among the other eligible Directors mentioned in the table above
and other eligible employees at the discretion of our Board.

(a) Allocation to eligible Directors

The criteria for allocation to our eligible Directors are based on amongst others their
anticipated contribution to our Group.

Paul Raymond Raj A/L Davadass (our Managing Director) and Gan Jhia Jhia (our Non-
Independent Non-Executive Director) have opted not to participate in the Pink Form
Allocations as they are already our substantial shareholders. Additionally, Dato’ Ting
Heng Peng (our Independent Non-Executive Chairman), Azlina Binti Abdullah and
Leong Chooi Kuen (our Independent Non-Executive Directors) have opted not to
participate in the Pink Form Allocation.

Details of the proposed allocation to our other Directors are as follows:

No. of Issue
Name Designation Shares allocated
Prabagaran A/L Executive Director and Head, 1,000,000
Chilatorai Customer Experience
Syed Izmi Bin Syed Non-Independent Non-Executive 500,000
Kamarul Bahrin Director
Woon Tai Hai Independent Non-Executive Director 500,000
2,000,000

(b) Allocation to our eligible employees

The criteria of allocation to our eligible employees (as approved by our Board) are
based on, among others, the following factors:

(i) Our employees must be an eligible and confirmed employee and on the payroll
of our Group;

(ii) The number of shares allocated to our eligible employees are based on their
seniority, position, length of service and respective contribution made to our
Group as well as other factors deemed relevant to our Board; and

(iii) Full time employee of at least 18 years of age.

22
22
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

Included in the allocation to our eligible employees are the proposed allocations to our
key senior management:

No. of Issue
Name Designation Shares allocated
Chiew Sin Kwang Head, Digital Transformation 2,000,000
Charanjit Kaur A/P Head, Service Excellence 2,000,000
Mohan Singh
Callie Tan Poh Choo Financial Controller 1,000,000
5,000,000

4.3.3 Placement and underwriting arrangement

Our Underwriter will underwrite 36,000,000 Issue Shares made available for application by
the Malaysian Public and Pink Form Allocations. The balance 74,400,000 Issue Shares and
12,000,000 Offer Shares available for application by selected investors will not be
underwritten and will be placed out by our Placement Agent.

Our IPO Shares shall be subject to the following clawback and reallocation provisions:

(a) Any IPO Shares not subscribed for under the Pink Form Allocations (if any), will be
made available for application by the Malaysian Public; and

(b) Any remaining IPO Shares including those from (a) which are not subscribed by the
Malaysian Public will then be made available to selected investors via private placement.

Thereafter, any remaining Issue Shares that are not subscribed for will be subscribed by our
Underwriter based on the terms of the Underwriting Agreement. Our Board will ensure that
any excess IPO Shares will be allocated in a fair and equitable manner.

4.3.4 Minimum and over-subscription

There is no minimum subscription to be raised from our IPO. However, in order to comply
with the public spread requirements of Bursa Securities, the minimum subscription in terms
of the number of IPO Shares will be the number of IPO Shares required to be held by public
shareholders to comply with the public spread requirements as set out in the Listing
Requirements or as approved by Bursa Securities.

In the event of an over-subscription, acceptance of Applications by the Malaysian Public shall


be subject to ballot to be conducted in a manner approved by our Directors.

Under the Listing Requirements, at least 25.0% of our enlarged share capital for which listing
is sought must be in the hands of a minimum of 200 public shareholders, each holding not
less than 100 Shares upon our admission to the ACE Market. We expect to meet the public
shareholding requirement at the point of our Listing. If we fail to meet the said requirement,
we may not be allowed to proceed with our Listing on the ACE Market.

In such an event, we will return in full, without interest, all monies paid in respect of all
applications. If any such monies are not repaid within 14 days after we become liable to do
so, the provision of sub-section 243(2) of the CMSA shall apply accordingly.

To the best of our knowledge and belief, there is no person who intends to subscribe for more
than 5.0% of our IPO Shares.

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23
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

Daythree Services was awarded the MSC Malaysia Status by MDEC on 14 February 2017 which
was subsequently replaced by Malaysia Digital Status on 4 July 2022, and was the major
contributor to our Group’s after tax-profit for FYE 2019 to FYE 2022. Accordingly, Daythree is
exempted from the Bumiputera equity requirement.

4.4 SHARE CAPITAL, CLASSES OF SHARES AND RANKINGS

Upon completion of our IPO, our share capital would be as follows:

Details No. of Shares RM


Share capital
As at the date of this Prospectus 369,600,000 20,143,203
To be issued under our Public Issue 110,400,000 33,120,000
Enlarged share capital upon our Listing 480,000,000 53,263,203

Our Offer for Sale will not have any effect on our share capital.

As at the date of this Prospectus, we have only one class of shares, being ordinary shares,
all of which rank equally amongst one another.

Our Issue Shares will, upon allotment and issuance, rank equally in all respects with our
existing ordinary shares including voting rights and will be entitled to all rights and dividends
and other distributions that may be declared subsequent to the date of allotment of our Issue
Shares.

Our Offer Shares rank equally in all respects with our existing ordinary shares including voting
rights and will be entitled to all rights and dividends and other distributions that may be
declared subsequent to the date of transfer of the Offer Shares.

Subject to any special rights attaching to any Shares which may be issued by us in the future,
our shareholders shall, in proportion to the amount paid-up on the Shares held by them, be
entitled to share in the whole of the profits paid out by us as dividends and other distributions
and any surplus if our Company is liquidated in accordance with our Constitution.

Each of our shareholders shall be entitled to vote at any of our general meetings in person
or by proxy or by other duly authorised corporate representative. Every shareholder present
in person or by proxy or other duly authorised corporate representative shall have one vote
for each ordinary share held.

4.5 PURPOSES OF OUR IPO

The purposes of our IPO are as follows:

(a) To enable our Group to raise funds for the purposes specified in Section 4.9 herein;

(b) To gain recognition through our listing status to enhance our reputation and to retain
and attract new, skilled employees from the GBS industry;

(c) To provide an opportunity for the Malaysian Public, including our eligible Directors and
employees of our Group to participate in our equity; and

(d) To enable us to tap into the equity capital market for future fund raising and to provide
us the financial flexibility to pursue future growth opportunities as and when they arise.

24
24
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

4.6 BASIS OF ARRIVING AT OUR IPO PRICE

Our IPO Price was determined and agreed upon by us and M & A Securities, as our Adviser,
Sponsor, Underwriter and Placement Agent, after taking into consideration the following
factors:

(a) Our pro forma NA per Share as at 31 December 2022 after IPO and utilisation of
proceeds of RM0.12, calculated based on our pro forma NA after IPO and utilisation of
proceeds as at 31 December 2022 of approximately RM56.8 million and enlarged share
capital of 480,000,000 Shares upon Listing;

(b) The PE Multiple of our IPO Price of approximately 23.1 times based on our EPS of
approximately 1.3 sen for FYE 2022, calculated based on our PAT for FYE 2022 of
RM6.2 million and enlarged share capital of 480,000,000 Shares upon Listing;

(c) Our historical financial track record is as follows:

FYE 2019 FYE 2020 FYE 2021 FYE 2022


RM’000 RM’000 RM’000 RM’000
Revenue 37,463 47,713 58,133 65,105
GP 7,631 9,888 15,163 16,401
PAT 3,838 5,649 9,630 6,247

(d) Our competitive strengths as set out in Section 7.16; and

(e) Our business strategies and prospects as set out in Section 7.18.

You should note that our market price upon Listing is subject to the vagaries of market forces
and other uncertainties that may affect the price of our Shares. You should form your own
views on the valuation of our IPO Shares before deciding to invest in them. You are reminded
to carefully consider the risk factors as set out in Section 9 before deciding to invest in our
Shares.

4.7 TOTAL MARKET CAPITALISATION UPON LISTING

Based on our IPO Price and enlarged share capital of 480,000,000 Shares upon Listing, our
total market capitalisation will be RM144.0 million.

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25
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

4.8 DILUTION

Dilution is the amount by which our IPO Price exceeds our pro forma NA per Share
immediately after our IPO. The following table illustrates such dilution on a per Share basis:

RM
IPO Price 0.30

Pro forma NA per Share as at 31 December 2022 after Acquisitions but before 0.07
IPO

Pro forma NA per Share as at 31 December 2022 after Acquisitions, IPO and 0.12
utilisation of proceeds

Increase in pro forma NA per Share attributable to existing shareholders 0.05

(Decrease) in pro forma NA per Share to our new public investors (0.18)

(Decrease) in pro forma NA per Share as a percentage of our IPO Price (60.0%)

Further details of our pro forma NA per Share as at 31 December 2022 is set out in Section
14.

Save as disclosed below, there is no substantial disparity between our IPO Price and the
average effective cash cost per Share paid by our Promoters, substantial shareholders, Pre-
IPO Investor, Directors, key senior management, and/or any persons connected with them
since our incorporation up to the date of this Prospectus:

Average effective
(1)
No. of Shares cash cost per
Shareholders received (2)
Total cash cost Share
RM RM
Dayspring Capital 184,800,000 7,750,300 0.0419
Cloud Marshal 110,880,000 10,714,286 0.0966
BLM Holdings(3) 73,920,000 7,500,000 0.1015

Notes:

(1)
Issued under the Acquisitions, including the existing 1 share each held by Dayspring
Capital and Cloud Marshal, and transfer of 1 subscriber’s share in Daythree to BLM
Holdings.

(2)
Based on their respective cash investments and divestments (if any) in Daythree
Services since its incorporation and up to the date of this Prospectus.

(3)
Being the beneficial owner of the Shares held through Kenanga Investors Berhad-
client’s trust account in RHB Trustees.

Save as disclosed above and the Pink Form Allocations to our eligible Directors and key
management, there has been no acquisitions or subscription of any of our Shares by our
Directors or key management, substantial shareholders or persons connected with them, or
any transaction entered into by them which grants them the right to acquire any of our
existing Shares, in the past 3 years up to LPD.

26
26
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

4.9 UTILISATION OF PROCEEDS

4.9.1 Public Issue

The estimated gross proceeds from our Public Issue of RM33.1 million will accrue entirely to
us and are planned to be utilised in the following manner:

Estimated
(1)

timeframe for
Utilisation of proceeds Notes RM’000 % utilisation
Office expansion (a) 7,100 21.4 Within 24 months
Recruit industry experts to capture (b) 3,020 9.1 Within 24 months
growth opportunities
Capital expenditure in networking (c) 3,000 9.1 Within 12 months
infrastructure, IT hardware and
software
Branding, marketing and (d) 1,500 4.5 Within 12 months
promotional activities
Working capital (e) 14,700 44.4 Within 12 months
Estimated listing expenses (f) 3,800 11.5 Within 1 month
Total 33,120 100.0

Pending the deployment of the proceeds raised from our Public Issue as aforementioned, the
funds will be placed in short-term deposits with financial institutions.

Note:

(1)
From the date of our Listing.

(a) Office expansion

Presently, we occupy the following units in UOA Business Park:

Built-up area
Tower Unit (sq ft)
3B 3B-05-01, Level 5 6,717

3A 3A-09-01, Level 9 6,695

7 (i) 7-03A-01, Level 3A 6,045


(ii) 7-06-01, Level 6 6,045
(iii) 7-07-01, Level 7 6,045
(iv) 7-08-01, Level 8 (Headquarters)(1) 4,000

9 (i) 9-02-01, Level 2 2,558


(ii) 9-13A-01, Level 13A 12,454
Total 50,559

Note:

(1)
The remaining 2,045 sq ft area of this floor is occupied as a CX delivery office.

27
27
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

We intend to allocate RM7.1 million from the proceeds of our Public Issue for the
expansion of our headquarters, additional working space in UOA Business Park for
internal use as a training ground and for employee wellbeing, and additional CX delivery
offices, in the following manner:

Utilisation of proceeds RM’000


(i) Headquarters expansion 1,200
(ii) Expansion of working space
- New CX delivery office 2,900
- Multipurpose facility for internal training, meetings, rest 3,000
and recreation
Total 7,100

The expanded office areas are identified within UOA Business Park, and their respective
costs are set out in the table below:

Allocation
from Public
Expansion Issue
cost proceeds
Tower Unit Expansion plan RM’000 RM’000
(i) 7 7-08-01, Level Headquarters 1,774 1,200
8 expansion of 2,045
sq ft and renovation
at Level 8 totalling
approximately
6,045 sq ft

(ii) To be To be identified Expansion of ninth 2,900 2,900


identified at at UOA CX delivery office
UOA Business Park totalling
Business approximately 6,000
Park sq ft

(iii) To be To be identified Multipurpose facility 3,424 3,000


identified at at UOA for internal training,
UOA Business Park meeting, rest and
Business recreation totalling
Park approximately
6,000 sq ft

Total 8,098 7,100

(i) Headquarters renovation

Our Group’s headquarters is currently located at Level 8, Tower 7, UOA Business


Park has an aggregate built-up area of approximately 6,045 sq ft of which
approximately 4,000 sq ft being occupied by our management level employees,
being all non-CX executive staff of all ranks, comprising the key senior
management team, and the departments of finance, human resources,
administration, business excellence, corporate office, digital transformation, and
information technology, who are responsible for supporting and guiding CX
executives. (Please refer to Section 6.12 for a breakdown of our employees).
They provide leadership, direction and support to CX executives, by helping them
achieve their full potential and effectively carry out their work.

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28
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

The remaining 2,045 sq ft is occupied as a CX delivery office. In view of our


growing workforce, we intend to take over the remaining 2,045 sq ft to expand
our current headquarters space, and convert the entire Level 8 as our
headquarters, and we intend to utilise RM1.2 million to fully renovate our
expanded headquarters to include the additional 2,045 sq ft, which can
accommodate both the current and additional management team, including
those set out in (b) below for our expansion of the management team.

The full cost of expansion for our headquarters is expected to cost a total of
RM1.8 million which was arrived based on the existing rental rate paid for our
CX delivery office at UOA Business Park as well as quotations by contractors. The
breakdown of the cost is as follows:

Estimated cost
Description (RM’000)
(i) Renovation costs 1,050
(ii) Purchase office furniture and equipment 100
(iii) Rental expenses for 2 years(1) 624
Total 1,774

Note:

(1)
Being rental costs of 2 years for the entire floor of Level 8 measuring
approximately 6,045 sq ft. As at LPD, we occupy approximately 4,000 sq
ft, and the remaining 2,045 sq ft is occupied as a CX delivery office.

We expect to commence the renovation process which will take up to 3 months


to complete, by second quarter of 2024.

(ii) Expansion of new CX delivery office

We currently fully occupy 7 office units as CX delivery offices. Given the space
constraints of our existing office and in order to cater our growing customer base
and number of employees, we have leased an eighth unit located at Level 13A,
Tower 9 in UOA Business Park for expansion of our CX delivery offices. The
expansion was funded via internally generated funds and the eighth office is
expected to commence operations in August 2023. Please refer to Section 6.9.2
(a) to (f) for details of these units occupied.

Additionally, RM2.9 million of proceeds from the Public Issue is allocated towards
the renovation, rental, furniture and fittings as well as IT hardware and software
for a ninth CX delivery office, to be located at UOA Business Park.

The ninth CX delivery office premises will encompass a floor area of totalling
approximately 6,000 sq ft, amongst others, as follows:

• a larger number of CX delivery workstations with floor space ranging


measuring approximately 4,200 sq ft to accommodate the expansion of
our workforce of up to 150 CX executives;
• a meeting room with floor space ranging measuring approximately 600 sq
ft for the meeting and collaborative endeavours;
• a store room measuring approximately 150 sq ft;
• a locker area measuring approximately 100 sq ft;
• a server room measuring approximately 200 sq ft;
• a pantry room measuring approximately 350 sq ft; and
• a corridor space measuring approximately 400 sq ft.

29
29
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

The total cost of the ninth CX delivery office premise is estimated at RM2.9 million
which was arrived based on the existing rental rate paid for our CX delivery office
at UOA Business Park as well as quotations by contractors for the total renovation
costs of our seventh CX delivery office located at Level 9, Tower 3A of UOA
Business Park. It will be entirely funded from the proceeds from our Public Issue
as set out below:

Estimated cost
Description (RM’000)
Rental of new office space for 2 years 600
Renovation for new office premises 2,000
Fittings, including purchase of office furniture and 300
hardware equipment
Total 2,900

We expect to identify the required ninth office unit and commence the renovation
process by fourth quarter of 2024, which will take up to 3 months to complete.

(iii) Setting up of a multipurpose facility for internal training, meeting, rest


and recreation

We intend to allocate RM3.0 million towards the set up a new internal working
space for internal training, meeting, rest and recreation, where our employees
may retreat should they need time away from the hustle and bustle of the office.

The proceeds will be used as renovation, purchase of furniture and fittings, rental
of a new office space measuring approximately 6,000 sq ft for the breakout
place, details as follows:

Estimated cost
Description (RM’000)
Rental of premises for 2 years 624
Building planning, renovation cost and third-party 2,000
consultancy fees
Fittings, including purchase of office furniture 800
Total 3,424

The new internal working space will be located at UOA Business Park and we
expect to secure the space by fourth quarter of 2023 and commence renovation
by second quarter of 2024.

(b) Recruit industry experts to capture growth opportunities

Our Group believes that the quality of our employee is a key differentiator in securing
and retaining business, as well as in delivering superior CX. Strengthening our
workforce is fundamental for our continued business growth and as such, we intend to
use RM3.0 million to hire a team of industry experts comprising the expansion of the
management team with a Chief People Officer, Director of learning and development,
and Chief Customer Officer, together with 12 executive personnel to support this
expanded management team.

This is to further develop our company’s talent and corporate culture, as well as better
focus on improving CX, in a bid to get ahead of competition. Additionally, we intend to
establish a digital transformation team whose role is to continuously enhance the in-
house developed digital tools of our Group.

30
30
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

The breakdown of the RM3.0 million allocated is set out in the table below:

Estimated cost
Description (RM’000)
Cost of recruiting of industry experts(1) comprising:
Managerial:
- Chief People Officer 240
- Chief Customer Officer 600
- Director of learning and development 240
Executive:
- 12 executive personnel for the new managerial personnel 900
mentioned above (4 per department)
Digital transformation team(2):
- 1 project manager 200
- 1 team lead 150
- RPA engineers 350
- Web engineers 340
Total 3,020

Notes:

(1)
An allocation of approximately RM2.0 million is set aside for the hiring of the
abovementioned positions to support our future business growth. These staff will
be assigned to our head office and the payroll expenses will be utilised over a
period of 12 months after Listing and mainly consist of salaries, medical
expenses, staff benefits and other related expenses.

(2)
The digital transformation team aims to establish a diverse team of personnel
possessing specialised skills such as, RPA, compliance, planning, web
development, quality assurance to derive best practices, support, training as well
as improving technology standards for our Clients.

Please refer to Section 7.18.2 for further details on our recruitment plans and the roles
of the respective personnel to be recruited.

(c) Capital expenditure on networking infrastructure, IT hardware and software

The capital expenditure on networking infrastructure, IT hardware and software will


serve as backup and disaster recovery and for the further development of our Group’s
proprietary range of in-house developed digital tools which will involve system build,
design and development, integration of hardware and software. The additional
equipment for backup and disaster recovery will be installed at our existing offices in
UOA Business Park. Our Group’s network monitoring is presently conducted at our
current offices in UOA Business Park.

We also intend to build a network monitoring centre to detect network anomalies and
address any cyber-attacks and/or network disruptions and thus ensuring our
operational continuity. There will not be a need for additional renovation works to
accommodate this new equipment as the new network monitoring centre is expected
to be located in our Group’s current offices. With the growth in business, the new set
of servers will better manage the load of the call process and network performance.

31
31
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

The RM3.0 million is allocated in the following manner:

Estimated cost
Description (RM’000)
Server and monitoring room setup 600
Networking infrastructure and software licensing 450
IT hardware such as servers, power supply, communication 1,000
equipment and storage
Networking, security and recovery software 950
Total 3,000

(d) Branding, marketing and promotional activities

We aim to increase our market visibility and brand recognition by participating in more
educational exhibitions and forums, and placing of thought leadership articles,
advertisements through various platforms such as digital publications, websites, in-
application advertisements and social media platforms as well as redesign our Group’s
website. Historically, we have incurred minimal costs for branding, marketing and
promotional activities, mainly for participation at promotional events or activities
organised by academic institutions and industry associations such as PIKOM.

To strengthen our marketing and sales activities, we intend to utilise RM1.5 million of
the proceeds from our Public Issue over the next 12 months in the following manner:

Estimated cost
Description (RM’000)
Participation in educational exhibitions and forums (1) 500
Placement of thought leadership articles, advertisements on 700
various online platforms such as digital publications, websites,
in-application advertisements as well as social media
Redesigning of website 300
Total 1,500

Note:

(1)
Our Group intends to utilise RM0.5 million for our staff overseas travel and
participation fees, digital publications and sponsorship, for industry exhibitions
and forums to stay abreast with introduction of new technologies and remain
relevant in the GBS industry.

Notwithstanding the reduction in global seminars, industry exhibitions and business


development engagements due to the impact of COVID-19 on the financial position of
many organisations leading to tighter budgets and delay in organising IT events, our
Group believes that the demand for IT business development activities will revive once
the impact of COVID-19 subsides and economy recovers following the implementation
of mass vaccination programmes in Malaysia and other overseas countries. We take
note of the COVID-19 related travel restrictions which may affect our marketing
activities overseas. However, we have allocated 12 months from our Listing to
undertake such marketing activities.

32
32
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

(e) Working capital

We expect our working capital requirements to increase in tandem with the expected
growth in scale of our operations. As such, we have allocated approximately RM14.7
million from the IPO proceeds towards expanded working capital requirements for 12
months, in the following manner:

Estimated cost
Description (RM’000)
Staff cost (for 12 months) of 380 CX executives 14,200
Lease rental (for 12 months) of 380 units of computer equipment 500
per CX executive
Total 14,700

In conjunction with the growth of our workforce, we intend to recruit additional 380 CX
executives to enhance our capacity to service those growing number of contracts, as
people costs are our largest cost of sales. These CX executives are to be located at our
expanded office areas, and will run through multiple shifts in future. Our Group will be
able to hire the 380 executives, by undergoing a mass hiring exercise by interviewing
up to 30 candidates a day, through our internal referral programme, third-party human
resources agency and job portals. Based on our Group's experience in hiring CX
executives in the past, the additional headcount of 380 CX executives can be reasonably
achieved within approximately 6 months, or a maximum period of 12 months on a
prudent basis. In tandem with the expansion, we also intend to enter into a lease
contract for the rental of 380 computer equipment which was estimated based on the
quotation of the computer equipment provided by our IT hardware vendors.

People costs are our largest cost of sales item (collectively making up between RM27.9
million, RM35.7 million, RM40.0 million and RM45.1 million, representing 93.4%,
94.5%, 93.2% and 92.6% from FYE 2019 to FYE 2022) and as such, we have allocated
44.4% of the proceeds earmarked for working capital requirements on people costs
required for our upcoming projects and/or contracts.

The allocation of proceeds raised from the Public Issue for our working capital
requirements will allow us to undertake more contracts concurrently. This is because
the number and size of contracts that we can undertake at any point in time depend
largely on the availability of our working capital. By allocating a portion of our proceeds
to satisfy various working capital requirements associated with number of staff
allocated to respective project, our Group will be in a better position to tender and
expand our portfolio.

(f) Estimated listing expenses

An amount of RM3.8 million is allocated to meet the estimated cost of our Listing. The
following summarises the estimated expenses incidental to our Listing to be borne by
us:

Estimated listing expenses RM’000


Professional fees(1)
2,200
Underwriting, placement and brokerage fees 1,100
Printing, advertising fees and contingencies(2) 424
Fees payable to the authorities 76
Total 3,800

33
33
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

Notes:

(1)
Includes advisory fees for, amongst others, our Principal Adviser, solicitors,
reporting accountants, IMR and Issuing House.

(2)
Other incidental or related expenses in connection with our IPO.

Any variations of the allocation in proceeds set out above shall be adjusted towards or against
the proceeds allocated towards our working capital as set out in item (e), and any further
shortfall is to be from our internally-generated funds and/or borrowings.

4.9.2 Offer for Sale

The Offer for Sale is expected to raise gross proceeds of approximately RM3.6 million which
will accrue entirely to our Selling Shareholder and we will not receive any of the proceeds.

The Selling Shareholder shall bear all of the expenses relating to the Offer Shares, the
aggregate of which is estimated to be approximately RM0.1 million.

4.10 BROKERAGE FEES, PLACEMENT FEES AND UNDERWRITING COMMISSION

4.10.1 Brokerage fees

Brokerage is payable in respect of the Issue Shares at the rate of 1.0% of our IPO Price in
respect of successful applicants which bear the stamp of member companies of Bursa
Securities, member of the Association of Banks in Malaysia, members of the Malaysia
Investment Banking Association in Malaysia or Issuing House.

4.10.2 Placement fees

Our Placement Agent has placed out a total of 74,400,000 Issue Shares and 12,000,000 Offer
Shares to selected investors.

We will pay our Placement Agent a placement fee of 2.5% of our IPO Price multiplied by the
number of Issue Shares placed out by our Placement Agent.

The placement fee of 2.5% of the value of those Offer Shares placed out by our Placement
Agent will be paid by our Selling Shareholder.

4.10.3 Underwriting commission

Our Underwriter has agreed to underwrite 36,000,000 Issue Shares made available for
application by the Malaysian Public and Pink Form Allocations. We will pay our Underwriter
an underwriting commission of 3.0% of our IPO Price multiplied by the number of Shares
underwritten.

4.11 SALIENT TERMS OF THE UNDERWRITING AGREEMENT

We have entered into the Underwriting Agreement with M & A Securities, to underwrite
36,000,000 Issue Shares (“Underwritten Shares”) as set out in Section 4.3.3.

The following are the salient terms contained in the Underwriting Agreement.

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34
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

4.11.1 Conditions precedent

(a) The obligations of the Underwriter under the Underwriting Agreement are conditional
on the following conditions precedent (“Conditions”) being satisfied or fulfilled:

(i) the Underwriter having received a certificate in the form or substantially in the
form contained in the Underwriting Agreement from our Company;

(ii) the Prospectus having been issued not later than 30 calendar days after the date
of the Underwriting Agreement or such later date as the Underwriter and our
Company may from time to time agree in writing;

(iii) the Prospectus and such other documents as may be required in accordance with
the CMSA in relation to the IPO having been registered with the Bursa Securities
and lodged with the CCM together with copies of all documents required under
the Listing Requirements and the CMSA, respectively;

(iv) the delivery to the Underwriter prior to the date of registration of the Prospectus
of (1) two certified true copies of the Constitution of our Company; (2) two
certified true extracts of all the resolutions of the board of directors and
shareholders of our Company approving: (A) the IPO and the Listing and the
transactions contemplated by each of the same; (B) the execution of the
Underwriting Agreement and authorising such person as the board may resolve
to execute the Underwriting Agreement; (C) the issue and allotment of the IPO
Shares under the IPO; (D) the issuance of the Prospectus; and confirming that
each of the directors of our Company has reviewed and approved the Prospectus
and they collectively and individually accept full responsibility for the accuracy of
the information given and confirm that, after having made all reasonable
enquiries, is satisfied that to the best of his knowledge and belief, that the
information, statements and opinions contained therein are true, accurate,
correct and complete in all respects, that there are no false or misleading
statements or other facts the omission of which would make any statement in
the Prospectus false or misleading;

(v) all the resolutions referred to in paragraph (a)(iv)(2) above remaining in full force
and effect as at the Closing Date and none having been rescinded, revoked or
varied (unless such variation is minor or required to ensure consistency with the
Listing Scheme, or where the approval of the Underwriter has been obtained);

(vi) all necessary approvals and consents required in relation to the IPO and the
Listing, including but not limited to approvals from the Bursa Securities and SC
having been obtained on terms and conditions acceptable to the Underwriter and
remaining in full force and effect and none have been amended, withdrawn,
revoked, suspended or terminated or lapsed, and a certified true copy of each of
such approvals and consents having been provided to the Underwriter and all
conditions to such approvals and consents (except for any conditions which can
only be complied with on or after Closing Date) shall have been complied with;

(vii) the Underwriter having been reasonably satisfied that the IPO and the offering,
sale, issue, allotment, subscription and purchase of the IPO Shares, the Listing
and the transactions contemplated under the Underwriting Agreement are in
compliance with all applicable Laws and not being prohibited or impeded by any
Law;

35
35
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

(viii) there not being, in the reasonable opinion of the Underwriter, on or prior to the
Closing Date any material change or development involving a prospective change
in the financial condition, business or operations of our Group from that set out
in the Prospectus which would have or is likely to have any change, effect, event
or occurrence that, individually or in the aggregate, has had or would reasonably
be expected to have a material adverse effect on:

(aa) the condition (financial or otherwise), general affairs, business, assets,


liquidity, liabilities, prospects, properties or results of operations of our
Company and our Group, whether individually or taken as a whole, and
whether or not arising in the ordinary course of business;

(bb) the ability of our Company and/or the Selling Shareholder to perform in
any respect our or their obligations under or with respect to, or to
consummate the transactions contemplated by the Prospectus, or the
Underwriting Agreement;

(cc) the ability of our Group to conduct our businesses as described in the
Prospectus; or

(dd) the IPO.

(“Material Adverse Effect”) in the context of the IPO;

(ix) the Underwriting Agreement having been duly signed, and stamped within the
statutory time frame;

(x) the Underwriter having been satisfied that there is no breach of, or failure on the
part of our Company to comply with, any of its obligations under the Underwriting
Agreement; and

(xi) there not having occurred, in the opinion of the Underwriter, acting in good faith,
on or prior to the Closing Date any breach of and/or failure by our Company to
perform any of the warranties or undertakings or any event or discovery of fact
or circumstances rendering any of the warranties or undertakings to be untrue,
inaccurate, misleading, incorrect, not complied or breached in any respect.

(b) To the extent permitted by law, the Underwriter may, at its sole discretion, waive the
compliance with any Condition or extend the deadline for the compliance with any of
the same, without prejudice to their other powers, rights and remedies under the
Underwriting Agreement. Any Condition so waived by the Underwriter in writing shall
be deemed to have been satisfied in relation to it. For avoidance of doubt, there is no
waiver from compliance with any Condition unless such waiver is expressed in writing
and signed by the Underwriter.

(c) In the event any of the Conditions is not fulfilled or waived on or before the Closing
Date or such later date as may be consented to in writing by the Underwriter, the
Underwriter may at its sole discretion, terminate the Underwriting Agreement by
written notice given to our Company.

36
36
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

4.11.2 Termination

(a) Notwithstanding anything contained in the Underwriting Agreement, the Underwriter


may by notice to our Company given at any time before the date of Listing, terminate,
cancel and withdraw the Underwriting Commitment if:

(i) there is a breach by our Company of any of its obligations or any of the
warranties or undertakings in any respect;

(ii) any of the contracts with Clients (as described in this Prospectus) having been
terminated or not being renewed or threatened to be terminated or not renewed;

(iii) our Company withholds any information from the Underwriter, which, in the
opinion of the Underwriter, would have or is likely to have a Material Adverse
Effect;

(iv) there shall have occurred, happened or come into effect any event or series of
events beyond the reasonable control of the Underwriter by reason of Force
Majeure which would have or can be expected to have a Material Adverse Effect
on the success of the IPO or which would have or is likely to have the effect of
making any material obligation under the Underwriting Agreement incapable of
performance in accordance with its terms. “Force Majeure” means causes which
are unpredictable and beyond the reasonable control of the party claiming Force
Majeure which could not have been avoided or prevented by reasonable
foresight, planning and implementation including but not limited to:

(aa) war, acts of warfare, sabotages, hostilities, invasion, incursion by armed


force, act of hostile army, nation or enemy, civil war or commotion,
hijacking, terrorism;

(bb) riot, uprising against constituted authority, civil commotion, disorder,


rebellion, organised armed resistance to the government, insurrection,
revolt, military or usurped power; or

(cc) natural catastrophe including but not limited to earthquakes, floods, fire,
storm, lightning, tempest, explosions, accident, epidemics or other acts of
God;

(v) there shall have occurred any government requisition or other events whatsoever
which would have or is likely to have a Material Adverse Effect on the business,
operations, financial condition or prospects of our Group or the success of the
IPO;

(vi) there shall have occurred any change in national or international monetary,
financial and capital markets (including stock market conditions and interest
rates), political or economic conditions or exchange control or currency exchange
rates which in the opinion of the Underwriter would have or is likely to have a
Material Adverse Effect (whether in the primary market or in respect of dealings
in the secondary market). For the avoidance of doubt, if the FTSE Bursa Malaysia
KLCI (“Index”) is, at the close of normal trading on Bursa Securities, on any
Market Day:

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37
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

(aa) on or after the date of the Underwriting Agreement; and

(bb) on or prior to 3 market days after receipt of the underwriting notice,

lower than 85% of the level of Index at the last close of normal trading on the
relevant exchange on the Market Day immediately prior to the date of the
Underwriting Agreement and remains at or below that level for at least three
consecutive Market Days, it shall be deemed a material adverse change in the
stock market condition;

(vii) trading of all securities on Bursa Securities has been suspended or other form of
general restriction in trading in securities is imposed for three consecutive Market
Days or more;

(viii) there shall have announced or carried into force any new law or change in law
in any jurisdiction which in the opinion of the Underwriter may prejudice the
success of the IPO or the Listing or which would have or is likely to have the
effect of making it impracticable to enforce contracts to allot and/or transfer the
Shares or making any obligation under the Underwriting Agreement incapable of
performance in accordance with its terms;

(ix) the Public Issue or the Offer for Sale is stopped or delayed by our Company or
any regulatory authorities for any reason whatsoever (unless such delay has
been approved by the Underwriter);

(x) the Closing Date does not occur within fifteen days from the Issue Date or such
other extended date as may be agreed in writing by the Underwriter (the
agreement of which should not be unreasonably withheld);

(xi) the Listing does not take place by end of 30 August 2023 or such other extended
date as may be agreed in writing by the Underwriter (the agreement of which
should not be unreasonably withheld);

(xii) any commencement of legal proceedings or action against any member of our
Group or any of their directors which, in the opinion of the Underwriter would
have or is likely to have a Material Adverse Effect or make it impracticable to
enforce contracts to allot and/or transfer the Shares;

(xiii) any of the approvals referred to in paragraph 4.11.1 (a)(v) or (a)(vi) is revoked,
suspended or ceases to have any effect whatsoever, or is varied or supplemented
(unless such variation or supplement is minor or is made to ensure consistency
with the Listing Scheme, or is made with the approval of the Underwriter);

(xiv) any material statements contained in the Prospectus and the application form(s)
for the application for subscription of the IPO shares accompanying the
Prospectus has become or been discovered to be untrue, inaccurate or
misleading in any respect; or

(xv) any other event in which a Material Adverse Effect has occurred or which in the
opinion of the Underwriter is reasonably likely to occur.

38
38
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

(b) Upon such notice of termination being given, the Underwriter shall be released and
discharged from their obligations without prejudice to their rights under the
Underwriting Agreement and the Underwriting Agreement shall thereafter be of no
further force or effect and no party will be under any obligation or liability to any other
party under the Underwriting Agreement except that:

(i) the provisions of Clauses 1 (Definitions), 2 (Interpretation), 9 (Costs and


Expenses), 10 (Representations and Warranties), 11 (Indemnity), 12
(Termination), 15 (Communications), 16 (Time to be of the Essence),19
(Governing Law and Jurisdiction), 20 (Amendments), 21 (Entire Agreement), 22
(Severability), 23 (Assignment) and 24 (Waivers) of the Underwriting Agreement
shall continue to apply notwithstanding such termination or rescission;

(ii) our Company shall continue to be liable to the Underwriter for any antecedent
breaches of the Underwriting Agreement;

(iii) our Company shall refund to the Underwriter the subscription monies including
interests accrued thereon in accordance with the Underwriting Agreement if such
subscription monies have been paid by the Underwriter;

(iv) subject to paragraph (v) below, our Company shall be liable to pay all
Underwriting commission, in each case, together with all service tax thereon;

(v) our Company shall be liable to pay to the Underwriter the lower of half of the
underwriting commission and an amount equivalent to the Underwriter’s cost of
funds on an amount equivalent to underwriting commitment multiplied by the
IPO Price, for the period commencing from the date of the Underwriting
Agreement and expiring on the termination of the Underwriting Agreement in
the event that the Underwriting Agreement is terminated pursuant to the
terminations event as specified in paragraph 4.11.2 (a)(iv), (a)(v), (a)(vi), (a)(vii)
or (a)(viii) above. Notwithstanding the above, in the event that such termination
event occurs as a result of the breach, default or negligence of our Company or
such termination event is within our Company’s control, then our Company shall
be liable to pay all Underwriting Commission, in each case, together with all
service tax thereon, in accordance with the Underwriting Agreement; and

(vi) our Company shall pay or reimburse to the Underwriter all costs, charges,
expenses and fees referred to in the Underwriting Agreement.

(c) Notwithstanding the other provisions in the Underwriting Agreement, the Parties may
confer with each other with a view to defer the IPO or amend its terms or the terms of
the Underwriting Agreement or enter into a new underwriting agreement accordingly.
However, none of the Parties is under any obligation whatsoever to enter into a fresh
underwriting agreement.

4.12 TRADING AND SETTLEMENT IN SECONDARY MARKET

Our Shares will be admitted to the Official List of the ACE Market and an official quotation will
commence after, among others, the receipt of confirmation from Bursa Depository that all of
our IPO Shares have been duly credited into the respective CDS Accounts of the successful
applicants and the notices of allotment have been issued and despatched to all the successful
applicants.

39
39
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

4. DETAILS OF OUR IPO (Cont’d)

Pursuant to Section 14(1) of the SICDA, Bursa Securities has prescribed our Shares as
securities to be deposited into the CDS. Following this, we will deposit our Shares directly with
Bursa Depository and any dealings in our Shares will be carried out in accordance with the
SICDA and Depository Rules. We will not issue any share certificates to successful applicants.
Upon our Listing, transactions in our Shares under the book-entry settlement system will be
reflected by the seller's CDS Account being debited with the number of Shares sold and the
buyer's CDS Account being credited with the number of Shares acquired.

Trading of shares of companies listed on Bursa Securities is normally done in “board lots” of
100 shares. Investors who desire to trade less than 100 shares will trade under the odd lot
board. Settlement of trades done on a "ready" basis on Bursa Securities generally takes place
on the second Market Day following the transaction date, and payment for the securities is
generally settled on the second Market Day following the transaction date.

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40
40
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT

5.1 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS

5.1.1 Promoters’ and substantial shareholders’ shareholdings

The shareholdings of our Promoters and substantial shareholders in our Company before and after IPO are set out below:

Country of
(1)
Before IPO (2)
After IPO
incorporation / Direct Indirect Direct Indirect
Name Nationality No. of Shares % No. of Shares % No. of Shares % No. of Shares %
Promoters and substantial shareholders
Dayspring Capital Malaysia 184,800,000 50.0 - - 172,800,000 36.0 - -
Paul Raymond Raj A/L Malaysian - - (3)
184,800,000 (3)
50.0 - - (3)
172,800,000 (3)
36.0
Davadass
Cloud Marshal Malaysia 110,880,000 30.0 - - 110,880,000 23.1 - -

Substantial shareholders
BLM Holdings(4) Malaysia 73,920,000 20.0 - - 73,920,000 15.4 - -
Thanos Capital Malaysia - - (5)
110,880,000 (5)
30.0 - - (5)
110,880,000 (5)
23.1
Gan Jhia Jhia Malaysian - - (6)
110,880,000 (6)
30.0 - - (6)
110,880,000 (6)
23.1
Leong Kok Cheng Malaysian - - (7)
110,880,000 (7)
30.0 - - (7)
110,880,000 (7)
23.1
Lee King Loon Malaysian - - (8)
110,880,000 (8)
30.0 - - (8)
110,880,000 (8)
23.1
Bernadine Lee Siew Malaysian - - (9)
73,920,000 (9)
20.0 - - (9)
73,920,000 (9)
15.4
Ling
Notes:
(1)
Based on the share capital of 369,600,000 Shares before our IPO.
(2)
Based on the enlarged share capital of 480,000,000 Shares after our IPO.
(3)
Deemed interest by virtue of his direct shareholdings in Dayspring Capital pursuant to Section 8(4) of the Act.
(4)
Being the beneficial owner of the Shares held through Kenanga Investors Berhad for clients’ trust account in RHB Trustees.
(5)
Deemed interest by virtue of its direct shareholding in Cloud Marshal pursuant to Section 8(4) of the Act.

41
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

(6)
Deemed interest by virtue of her direct shareholding in Thanos Capital pursuant to Section 8(4) of the Act.
(7)
Deemed interest by virtue of his direct shareholding in Thanos Capital pursuant to Section 8(4) of the Act.
(8)
Deemed interest by virtue of his direct shareholding in Thanos Capital pursuant to Section 8(4) of the Act.
(9)
Deemed interest by virtue of her direct shareholding in BLM Holdings pursuant to Section 8(4) of the Act.

Our Promoters and substantial shareholders do not have different voting rights from other shareholders of our Group.

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42
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

5.1.2 Profiles of Promoters and/or substantial shareholders

(a) Dayspring Capital

Dayspring Capital was incorporated in Malaysia on 16 March 2016 under the Act as a
private limited company. Dayspring Capital is an investment holding company. The issued
share capital of Dayspring Capital as at LPD is RM100 comprising 100 ordinary shares. As
at LPD, the director and substantial shareholder of Dayspring Capital is as follows:

Direct Indirect
No. of No. of
Name Designation Nationality shares % shares %
Paul Raymond Raj Director / Malaysian 100 100.0 - -
A/L Davadass Shareholder

(b) Paul Raymond Raj A/L Davadass

Paul Raymond Raj A/L Davadass, a Malaysian male, aged 52, is our founder and Managing
Director. He was appointed to our Board on 25 August 2022. He is responsible for charting
our Group’s business strategies and directions. He has more than 10 years of working
experience within the GBS industry.

He graduated with a Master of Business Administration majoring in Strategy & Planning


from Deakin University, Australia in August 2006. He is a fellow member of CPA since
June 2020 and a member of MIA since March 2020. He was also a committee member of
the Malaysian Institute of Chartered Secretaries and Administrators Training &
Professional Development from January 2021 to August 2022.

He completed his Malaysian Higher School Certificate (STPM) education in early 1991 and
thereafter began his career in June 1991 as an Audit Assistant in Business Assurance
division in PricewaterhouseCoopers Malaysia (formerly known as Coopers & Lybrand), a
company that is involved in the provision of accounting and consulting services. He was
involved in performing audit duties for companies in the banking, insurance, financial
services, technology, manufacturing and plantations industries. He received multiple
promotions and left PricewaterhouseCoopers Malaysia in September 1997 as an Assistant
Manager, Business Assurance.

In October 1997, he joined AIC Corporation Berhad, an IT solution company involved in


distribution of electronic and semiconductor components, fabrication of high precision
engineering plastics, and development and manufacturing of automotive components and
multimedia displays, as Senior Manager in its Finance and Administration division. He was
tasked to manage the Finance and Accounting function of its IT Business Unit. He left the
company in June 2001 and joined Solutions Protocol Sdn Bhd, a company involved in the
provision of integrated healthcare IT solutions, as its Vice President of Corporate Services
in July 2001. He was later promoted to Deputy Chief Executive Officer in November 2002
where he managed the company’s operations including setting the company’s strategies
and direction in the area of healthcare informatics. He left Solutions Protocol Sdn Bhd in
December 2005. Between January 2006 and June 2009, he pursued his personal
entrepreneur ventures to provide business consulting services. In June 2009, he ceased
his business ventures.

43

43
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

In July 2009, he joined Kannal Solutions Sdn Bhd (a subsidiary of Kannaltec Berhad, then
listed on the ACE Market), a company involved in the provision of telemarketing contact
centre services, as its Chief Executive Officer to manage the company’s operations
including charting the company’s strategies and direction. He resigned from his position
in April 2016 and did a management buyout of Kannal Solutions Sdn Bhd’s business via
Kannal Services Sdn Bhd (now known as Daythree Services).

Given his in-depth knowledge and expertise in digital technology industry, he was
appointed to the MDEC Talent Expert Network Panel and Grant Recommendation
Committee for the MyDigitalWorkforce Work in Tech programme in June 2021 and
remains on the MDEC Talent Expert Network Panel to this day. As a panel member, he
continues to provide his expert advice, industry inputs, recommendation and approval
related to digital technology talent development in Malaysia.

He holds various positions in national industry associations which include, the President
of CCAM since April 2019, the Councillor at the PIKOM since December 2019 and the
Treasurer of Digital Global Business Services Council of Malaysia (“GBS Malaysia”)
(formerly knowns as Outsourcing Malaysia) since December 2017. He also leads GBS
Malaysia’s Research Committee and is a member of PIKOM’s Research Committee. In
January 2023, he was appointed as a permanent member and Deputy Chairman of the
Sectorial Training Committee (STC) for Business and Consultancy. His role in these
national industry associations is to provide his expert opinion and recommendation for
the development and growth of Malaysia as a high-value digital GBS hub.

Presently, he also holds directorship in a private limited company. Please refer to Section
5.2.3(b) for further details.

(c) Cloud Marshal

Cloud Marshal was incorporated in Malaysia on 24 June 2020 under the Act as a private
limited company. Cloud Marshal is an investment holding company, and is the investment
arm of Thanos Capital for the technology sector. It presently holds an investment only in
Daythree, whilst other investments are being evaluated and not yet finalised. The issued
share capital of Cloud Marshal as at LPD is RM22,800,100 comprising 100 ordinary shares
and 22,800,000 preference shares. As at LPD, the directors and substantial shareholders
of Cloud Marshal are as follows:

Direct Indirect
No. of No. of
Name Designation Nationality shares % shares %
Ordinary share
Thanos Capital Shareholder Malaysia 100 100.0 - -
Gan Jhia Jhia Director / Malaysian - - (1)
100 100.0
Shareholder
Leong Kok Cheng Director / Malaysian - - (1)
100 100.0
Shareholder
Lee King Loon Director / Malaysian - - (1)
100 100.0
Shareholder

Preference share
Kenanga Yield Preference Malaysia (2)
22,800,000 100.0 - -
Enhancement Fund shareholder

44

44
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

Notes:

(1)
Deemed interest by virtue of his/her direct shareholding in Thanos Capital pursuant
to Section 8(4) of the Act.

(2)
Being the entire preferences shares of Cloud Marshal held by CIMB Group Nominee
(Tempatan) Sdn Bhd as a nominee of CIMB Commerce Trustee Berhad which in
turn is a custodian of Kenanga Yield Enhancement Fund.

The salient terms of the preference shares are as follows:

Item Subject matter Description


(i) Issuer Cloud Marshal

(ii) No. of (a)


30,000,000 RPS
subscription
shares

(iii) Investor Kenanga Yield Enhancement Fund managed by


Kenanga Investors Berhad

(iv) Subscription date 7 October 2021

(v) Subscription price RM1.00 per RPS

(vi) Tenure 5 years from the Subscription Date (“Tenure”). The


expiry of the Tenure shall be referred to as the
“Maturity Date”.

Notwithstanding the above, the Company shall be


entitled to redeem the RPS in full from the 4th
anniversary of the Subscription Date onwards.

(vii) Dividend (a) The company will declare and pay a Dividend
at a fixed rate per annum with a step-up
mechanism over the Tenure.

(b) Notwithstanding the foregoing, no dividend


shall be declared in respect of the ordinary
shares unless the Dividend is first declared and
paid to the Investor. All Dividend declared shall
be paid to the Investor in preference to any
dividends declared over the ordinary shares or
any other class of shares in the share capital of
the company.

(viii) Redemption at (a) The company shall redeem all the RPS (or any
Maturity balance thereof) at the Maturity Date.

(b) The redemption price shall be RM1.00 per RPS


(“Redemption Price”).

45

45
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

Item Subject matter Description


(ix) Early redemption The company shall be entitled to redeem all the RPS
prior to the in full for cash at any time before the Maturity Date
Maturity date by giving 30 days’ early redemption notice at the
Redemption Price.

(x) Partial redemption The company shall be entitled to redeem part of the
prior to the RPS for cash at any time prior to the commencement
Maturity Date of the 4th year from the subscription date at RM1.00
per RPS, by giving at least 30 days’ partial
redemption notice to the investor. Partial redemption
of the RPS is subject to a minimum of RM2,000,000
and shall not be allowed effective from the first day
of the 4th year from the subscription date.

(xi) Liquidation In the event of any liquidation, dissolution, winding


preference up or other repayment of capital of the company, the
investor shall rank as first creditors and subject to
insolvency laws, be entitled to receive, in preference
to holders of all other ordinary shares, plus any
accrued but unpaid dividends in arrears.

(xii) Voting rights The investor shall have no voting rights at any
general meeting of the company, except in the
following circumstances:

(a) upon any resolution or proposal which varies or


is deemed to vary the rights and privileges
attaching to the RPS;

(b) during such period as any dividends on the RPS


may have been proposed by the Board and
approved by the shareholders of the company
but remains in arrears and unpaid for more
than 6 months(b);

(c) on a proposal to reduce the share capital of the


company; and/or

(d) on a proposal for the disposal of the whole of


the property, business and undertaking of the
company.

(xiii) Conversion right The RPS contains no conversion rights.

(xiv) Variation of rights No variation, modification, deletion of the rights


attached to the RPS shall be made without prior
written consent of the investor.

(xv) Transferability The RPS shall not be transferable by the investor to


any party, unless approved by of the Board of the
company.

46

46
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

Item Subject matter Description


(xvi) Ranking of the The RPS shall rank pari passu among themselves in
RPS all respects and shall rank pari passu to all existing
and future RPS issued or to be issued by the
company and in priority to all existing and future
ordinary shares issued or to be issued by the
company.

Notes:

(a)
7,200,000 of RPS has been redeemed as at LPD.

(b)
For the avoidance of doubt, in the event that RPS holders are accorded the
voting rights pursuant to this term, they will not obtain any ordinary shares
in Cloud Marshal. As they are not members of the company, they do not
have rights to call for members’ meetings pursuant to the Constitution of
Cloud Marshal. The Directors of Cloud Marshall would still have authority
over the operations of the company. As such, the voting rights accorded to
the RPS holder would not be tantamount to a change in the controlling
shareholder of Cloud Marshal.

(d) Thanos Capital

Thanos Capital was incorporated in Malaysia on 23 July 2018 under the Act as a private
limited company. Thanos Capital is an investment holding company. Thanos Capital’s
investments are held through separate wholly-owned investment holding companies as
its investment arms. It holds investments in the technology sector, which presently
comprises Daythree, and other companies in the healthcare sector via its other
subsidiaries. The issued share capital of Thanos Capital as at LPD is RM1,000,000
comprising 1,000,000 ordinary shares. As at LPD, the directors and substantial
shareholders of Thanos Capital are as follows:

Direct Indirect
No. of No. of
Name Designation Nationality shares % shares %
Leong Kok Director / Malaysian 420,000 42.0 - -
Cheng Shareholder
Lee King Loon Director / Malaysian 330,000 33.0 - -
Shareholder
Gan Jhia Jhia Director / Malaysian 250,000 25.0 - -
Shareholder

(e) Leong Kok Cheng

Leong Kok Cheng, a Malaysia male, aged 62, is our substantial shareholder. He has more
than 30 years in the banking and finance industry with extensive experience in investment
banking, capital markets, corporate finance, structuring and managing investments of
large corporation.

He graduated in October 1982 with a Bachelor of Commerce (Honours) from University


of Windsor, Ontario, Canada. In February 1984, he graduated with a Master in Business
Administration at Drake University, United States.

47

47
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

He began his career in April 1984 as a Bank Officer with Arab-Malaysian Bank Merchant
Berhad where he was responsible for corporate and debt restructuring exercises. He left
the company in October 1992 with his last position as a Bank Manager. In October 1992,
after leaving Arab-Malaysian Merchant Bank Berhad, in the same month, he joined
Projalma Ventures Sdn Bhd, a company that is principally engaged in construction works
and provision of project management services, as an Executive Director, where he was
responsible for the overall business direction of the company. In October 1993, he left
the company to set up ML Consultants Sdn Bhd, a company that is principally engaged in
the provision of management and business consultancy services.

In May 2008, he ceased the business of ML Consultants Sdn Bhd, and in the same month,
he joined Choizen Holdings Limited (formerly known as CSF Group plc, then listed on the
Alternative Investment Market (“AIM”) of the London Stock Exchange) as Director of
Corporate Finance, responsible for the company’s funding sources, capital structuring,
business strategies and investments decisions. In July 2014, he was promoted to Acting
Chief Executive Officer and in January 2018, he was appointed as the Chief Executive
Officer. At the same time, he was also appointed to the Board of CSF Group plc. In July
2022, he was transferred to Choizen Capital Advisory Sdn Bhd (formerly known as CSF
Capital Advisory Sdn Bhd) as Managing Director, a position he holds to date.

(f) Lee King Loon

Lee King Loon, a Malaysian male, aged 52, is our substantial shareholder. He has
approximately 30 years of experience in accounting and corporate finance works including
conducting financial due diligence reviews and valuations on large corporate clients and
private equity firms.

He graduated in March 1992 with a Bachelor of Commerce from the University of Western
Australia. Additionally, he is a member of CPA since August 1995 and MIA since December
1995, and is registered as an ASEAN Chartered Professional Accountant since April 2018.

He started his accountancy career with KPMG (then known as KPMG Peat Marwick) in
March 1992 as an Audit Assistant and upon leaving the firm in December 1999, his last
position held was Deputy Manager. During the tenure of his employment at KPMG, he
was involved in the audits of companies involved in a wide array of businesses including
multinational and public listed companies on Bursa Securities.

He joined Crowe Malaysia PLT (then known as Horwath Mok & Poon) in January 2000 as
Senior Manager. During his tenure at Crowe Malaysia PLT, he was involved in
engagements as the reporting accountants for corporate exercises undertaken by the
listed companies, conducting surprise audits on stockbroking firms pursuant to the
requirements of Bursa Securities, operational reviews on fund management companies,
and providing independent advisory services to the shareholders of various public listed
companies. He was promoted to Principal in January 2005, and then to Executive Director
of Crowe Advisory Sdn Bhd (then known as Horwath Corporate Advisory Sdn Bhd) in
February 2008.

In March 2010, he left Crowe Malaysia PLT and in the same month, he was appointed as
Chief Financial Officer of Choizen Holdings Limited (formerly known as CSF Group plc,
then listed on AIM of the London Stock Exchange), where he had been involved in
overseeing the finance department, ensuring compliance with stock exchange regulations,
financial reporting and other regulatory requirements. He was also involved in the
formulation and implementation of the company’s corporate strategies to facilitate the
expansion of the company’s business.

48

48
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

In August 2016, he was transferred to Choizen Capital Advisory Sdn Bhd (formerly known
as CSF Capital Advisory Sdn Bhd), a business management consultancy company, as its
Executive Director where he is primarily involved in identifying and evaluating investment
opportunities, and the implementation of the company’s investment proposals and
projects. He holds this position to this day.

Presently, he also holds directorships in several private limited companies. He had served
as an Independent Non-Executive Director of CN Asia Corporation Berhad (listed on the
Main Market of Bursa Securities) between June 2016 and January 2021. He had also
served as an Independent Non-Executive Director of Central Global Berhad (listed on the
Main Market of Bursa Securities) between February 2021 and December 2022.

(g) BLM Holdings

BLM Holdings was incorporated in Malaysia on 17 October 2017 under the Act as a private
limited company. BLM Holdings is an investment holding company which holds
investments in several companies in the technology, property, oil and gas, as well as
healthcare sectors which includes Daythree and other quoted securities on Bursa
Securities. The issued share capital of BLM Holdings as at LPD is RM10,000,001
comprising 1 ordinary share and 10,000,000 preference shares. As at LPD, the director
and substantial shareholder of BLM Holdings are as follows:

Direct Indirect
No. of No. of
Name Designation Nationality shares % shares %
Ordinary share
Louis Chu Director Malaysian - - - -
Bernadine Lee Siew Ling Shareholder Malaysian 1 100.0 - -

Preference share
Kenanga Investors Berhad Preference Malaysia (1)
10,000,000 100.0 - -
for clients’ trust account(1) shareholder

Note:

(1)
Being the entire preference shares of BLM Holdings held through a trust account in
RHB Trustees on behalf of Kenanga Investors Berhad’s clients.

The salient terms of the preference shares are as follows:

Item Subject matter Description


(i) Issuer BLM Holdings

(ii) No. of 10,000,000 RPS


Subscription
Shares

(iii) Investor Kenanga Investors Berhad

(iv) Subscription date 13 September 2022

(v) Subscription price RM1.00 per RPS

49

49
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

Item Subject matter Description


(vi) Tenure 1 year from the Subscription Date (“Tenure”) or
such other extended tenure as may be mutually
agreed between the company and Kenanga
Investors Berhad (“Maturity Date”).

(vii) Dividend (a) The company will declare and pay a Dividend
at a fixed rate per annum.

(b) Notwithstanding the foregoing, no dividend


shall be declared in respect of the ordinary
shares unless the Dividend is first declared
and paid to the Investor. All Dividend
declared shall be paid to the Investor in
preference to any dividends declared over the
ordinary shares or any other class of shares
in the share capital of the company.

(c) Any Dividend which is payable and


outstanding shall be paid on a cumulative
basis.

(viii) Redemption at (a) The company shall redeem all the RPS (or any
maturity balance thereof) at the Maturity Date.

(b) The redemption price shall be RM1.00 per


RPS (“Redemption Price”).

(ix) Early redemption The company shall be entitled to redeem all the
prior to the RPS in full for cash at any time before the Maturity
Maturity Date Date by giving 30 days’ early redemption notice at
the Redemption Price.

(x) Early partial The company shall have the right to redeem part
redemption prior of the RPS for cash at any time before the Maturity
to the Maturity Date at RM1.00 per RPS, by giving at least 14
Date business days’ early partial redemption notice to
the investor, provided always that the partial
redemption sum shall always be a sum equivalent
to at least 25.0% of the total RPS issued by the
company or such other amount as may be mutually
agreed by the company and the investor.

(xi) Liquidation In the event of any liquidation, dissolution, winding


preference up or other repayment of capital of the company,
the investor shall rank as first creditors and subject
to insolvency laws, be entitled to receive, in
preference to holders of all other ordinary shares,
plus any accrued but unpaid dividends in arrears.

(xii) Voting rights The investor shall have no voting rights at any
general meeting of the company, except in the
following circumstances:

50

50
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

Item Subject matter Description


(a) upon any resolution or proposal which varies
or is deemed to vary the rights and privileges
attaching to the RPS;

(b) during such period as any dividends on the


RPS may have been proposed by the Board
and approved by the shareholders of the
company but remains in arrears and unpaid
for more than 6 months(a);

(c) on a proposal to reduce the share capital of


the company; and/or

(d) on a proposal for the disposal of the whole of


the property, business and undertaking of the
company.

(xiii) Conversion right The RPS contains no conversion rights.

(xiv) Variation of rights No variation, modification, deletion of the rights


attached to the RPS shall be made without prior
written consent of the investor.

(xv) Transferability The RPS shall not be transferable by the investor


to any party, unless approved by of the Board of
the company.

(xvi) Ranking of the The RPS shall rank pari passu among themselves
RPS in all respects and shall rank pari passu to all
existing and future RPS issued or to be issued by
the company and in priority to all existing and
future ordinary shares issued or to be issued by
the company.

Note:

(a)
For the avoidance of doubt, in the event that RPS holders are accorded the
voting rights pursuant to this term, they will not obtain any ordinary shares
in BLM Holdings. As they are not members of the company, they do not have
rights to call for members’ meetings pursuant to the Constitution of Cloud
Marshal. The Directors of BLM Holdings would still have authority over the
operations of the company. As such, the voting rights accorded to the RPS
holder would not be tantamount to a change in the controlling shareholder
of BLM Holdings.

However, notwithstanding the terms of the RPS allowing for voting rights to
be accorded to the RPS holder upon dividends being in arrears for more than
6 months, the redemption of the RPS is due in 1 year, which is the date of
the first dividend, and as such BLM would be obliged to redeem the RPS and
pay the outstanding dividends. Therefore, there would not be a situation
where the RPS holder is accorded voting rights in BLM pursuant to this term.

BLM Holdings holds its shareholdings in our Company as the ultimate beneficial owner,
through Kenanga Investors Berhad’s clients’ trust account in RHB Trustees.

51

51
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND


KEY SENIOR MANAGEMENT (Cont’d)

(h) Bernadine Lee Siew Ling

Bernadine Lee Siew Ling, a Malaysian female, aged 50, is our substantial shareholder.
She has over 29 years of working experience in the banking industry and retail trading.

She obtained her Institut Bank-Bank Malaysia (IBBM) Stage 1 and Stage 2 qualification
since June 1993. She is a certified Financial Planner under the Financial Planning
Association of Malaysia since July 2019 and a license holder of the New Capital Markets
Representative’s License (CMSRL) approved by the SC since January 2020.

She began her career in March 1991 as a Clerk in Public Bank Berhad where she was
involved in handling fixed deposit and remittance. During her tenure with Public Bank
Berhad, she was promoted to Confidential Assistant in July 1992 and thereafter was
promoted to Officer Trainee in July 1993 where she was involved in promoting bank
investment products and cross selling other bank products. She resigned from her position
in January 1995. Upon her resignation from Public Bank Berhad, she joined Spivack (M)
Sdn Bhd in February 1995 as an Assistant Manager where she was responsible for
overseeing the company’s sales team. She left the company in September 1996.

In October 1996, she joined UOB Credit Card Centre, UOB Bank Berhad as an Executive
where she was involved in conducting credit checks on the customers. She left the
company in March 1997 and in the same month, joined PhileoAllied Bank as an Executive,
Customer Relations where she was responsible for development of customer
relationships. During her tenure with the company, she was promoted to Senior Executive,
Customer Relations in January 1998 where she was involved in promoting all bank
products, bank share margin financing, loan products and attending to high net worth
clients. In January 2000, she was promoted to Assistant Manager, responsible for
managing day-to-day operation.

In December 2000, she was transferred to PhileoAllied Group as an Assistant Manager


and thereafter in January 2001, she was transferred to PhileoAllied Unit Trust
Management Berhad (currently known as Libra Invest Berhad) as a Regional Manager
where she was involved in overseeing office branches in 6 different locations. She left the
bank in April 2007 and in the same month, joined ING Funds Berhad (currently known as
Kenanga Investors Berhad) as an Agency Manager, a position she still holds to date. She
is responsible for the provision of advice on financial products and services, tax and estate
planning, managing and distributing unit trust funds, financial instruments and products
to high net worth clients.

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52

52
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

5.1.3 Changes in Promoters’ and substantial shareholders’ shareholdings

The changes in our Promoters and substantial shareholders’ respective shareholdings in our Company since our incorporation are as follows:

As at incorporation After Acquisitions


(1) (2)
After IPO
Direct Indirect Direct Indirect Direct Indirect
Name No. of Shares % No. of Shares % No. of Shares % No. of Shares % No. of Shares % No. of Shares %
Promoters and substantial shareholders
Dayspring Capital 1 33.4 - - 184,800,000 50.0 - - 172,800,000 36.0 - -
Paul Raymond Raj A/L - - (3)
1 (3)
33.4 - - (3)
184,800,000 (3)
30.0 - - (3)
172,800,000 (3)
36.0
Davadass
Cloud Marshal 1 33.3 - - 110,880,000 30.0 - - 110,880,000 23.1 - -

Substantial shareholders
Lee San Koon 1 33.3 - - - - - - - - - -
BLM Holdings(4) - - - - (5)
73,920,000 (5)
20.0 - - (5)
73,920,000 (5)
15.4 - -
Thanos Capital - - (6)
1 (6)
33.3 - - (6)
110,880,000 (6)
30.0 - - (6)
110,880,000 (6)
23.1
Gan Jhia Jhia - - (7)
1 (7)
33.3 - - (7)
110,880,000 (7)
30.0 - - (7)
110,880,000 (7)
23.1
Leong Kok Cheng - - (8)
1 (8)
33.3 - - (8)
110,880,000 (8)
30.0 - - (8)
110,880,000 (8)
23.1
Lee King Loon - - (9)
1 (9)
33.3 - - (9)
110,880,000 (9)
30.0 - - (9)
110,880,000 (9)
23.1
Bernadine Lee Siew - - - - - - (10)
73,920,000 (10)
20.0 - - (10)
73,920,000 (10)
15.4
Ling
Notes:
(1)
Based on the share capital of 369,600,000 Shares before our IPO after Acquisitions.

(2)
Based on the enlarged share capital of 480,000,000 Shares after our IPO.

(3)
Deemed interest by virtue of his direct shareholdings in Dayspring Capital pursuant to Section 8(4) of the Act.

(4)
Being the beneficial owner of the Shares held through Kenanga Investors Berhad for clients’ trust account in RHB Trustees.

(5)
Including the 1 subscriber Share from Lee San Koon which is transferred to BLM Holdings.

53
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

(6)
Deemed interest by virtue of its direct shareholding in Cloud Marshal pursuant to Section 8(4) of the Act.

(7)
Deemed interest by virtue of her direct shareholding in Thanos Capital pursuant to Section 8(4) of the Act.

(8)
Deemed interest by virtue of his direct shareholding in Thanos Capital pursuant to Section 8(4) of the Act.

(9)
Deemed interest by virtue of his direct shareholding in Thanos Capital pursuant to Section 8(4) of the Act.

(10)
Deemed interest by virtue of her direct shareholding in BLM Holdings pursuant to Section 8(4) of the Act.

5.1.4 Persons exercising control over the corporation

Save for our Promoters as set out in Section 5.1.1, there is no other person who is able to, directly or indirectly, jointly or severally, exercise control over
our Company.

5.1.5 Amounts or benefits paid or intended to be paid or given to our Promoters or substantial shareholders

Save for the issuance of our Shares as disclosed in Section 6.1 and aggregate remuneration and benefits paid or proposed to be paid for services rendered
to our Group in all capacities as disclosed in Section 5.2.4 and 5.3.5, there are no other amounts or benefits that have been paid or intended to be paid to
our Promoters and substantial shareholders within the 2 years preceding the date of this Prospectus.

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54
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

5.2 DIRECTORS

5.2.1 Directors’ shareholdings

The shareholdings of our Directors in our Company before and after IPO assuming that our Directors will fully subscribe for their respective entitlements
under the Pink Form Allocations are set out below:

(1)
Before IPO (2)
After IPO
Direct Indirect Direct Indirect
Designation /
Name Nationality No. of Shares % No. of Shares % No. of Shares % No. of Shares %
Dato’ Ting Heng Peng Independent Non- - - - - - - - -
Executive Chairman /
Malaysian
Paul Raymond Raj A/L Managing Director / - - (3)
184,800,000 (3)
50.0 - - (3)
172,800,000 (3)
36.0
Davadass Malaysian
Prabagaran A/L Chilatorai Executive Director / - - - - (4)
1,000,000 (4)
0.2 - -
Malaysian
Gan Jhia Jhia Non-Independent Non- - - (5)
110,880,000 (5)
30.0 - - (5)
110,880,000 (5)
23.1
Executive Director /
Malaysian
Syed Izmi Bin Syed Kamarul Non-Independent Non- - - - - (4)
500,000 (4)
0.1 - -
Bahrin Executive Director /
Malaysian
Azlina Binti Abdullah Independent Non- - - - - - - - -
Executive Director /
Malaysian
Leong Chooi Kuen Independent Non- - - - - - - - -
Executive Director /
Malaysian
Woon Tai Hai Independent Non- - - - - (4)
500,000 (4)
0.1 - -
Executive Director /
Malaysian

55
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

Notes:

(1)
Based on the share capital of 369,600,000 Shares before our IPO.

(2)
Based on the enlarged share capital of 480,000,000 Shares after our IPO.

(3)
Deemed interest by virtue of his shareholdings in Dayspring Capital pursuant to Section 8(4) of the Act.

(4)
Assuming that they will fully subscribe for their entitlement under the Pink Form Allocations.

(5)
Deemed interest by virtue of her shareholdings in Thanos Capital, shareholder of Cloud Marshal pursuant to Section 8(4) of the Act.

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56
Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS


AND KEY SENIOR MANAGEMENT (Cont’d)

5.2.2 Profiles of Directors

The profile of Paul Raymond Raj A/L Davadass is set out in Section 5.1.2. The profiles of our
other Directors are as follows:

(a) Dato’ Ting Heng Peng

Dato’ Ting Heng Peng, a Malaysian male, aged 63, is our Independent Non-Executive
Chairman. He was appointed to our Board on 25 August 2022. He has approximately
35 years of working experience in the field of corporate and commercial litigation.

He graduated with a Bachelor of Commerce (Honours) from University of Windsor,


Ontario, Canada in October 1982. He also obtained his Bachelor of Law (Hons) from
University of Essex in July 1985. He was admitted to the Lincoln’s Inn in November
1984 and was called to the Degree of an Utter Barrister in November 1986.

He was admitted to Malaysian Bar in October 1987 and commenced his legal practice
at Messrs Amin-Tan & Co. where he was responsible for litigation and corporate related
matters. He left the firm in May 2007 and joined Messrs Joseph Ting & Co. in June
2007 as its Partner where he was responsible for corporate related matters. Upon his
resignation from the legal firm in December 2015, he set up Messrs Ting Asiah & Co.
in January 2016 and acted as its Managing Partner, a position he still holds to date.

In June 2000, he was appointed as an Independent Non-Executive Director of


Supermax Corporation Berhad (listed on the Main Market of Bursa Securities). He was
then re-designated as Non-Independent Non-Executive Director of Supermax
Corporation Berhad in October 2022. Further, he is also an Independent Non-Executive
Director of Mercury Industries Berhad since July 2017 and was an Independent Non-
Executive Director of Lagenda Properties Berhad from October 2003 to December 2017,
both listed on the Main Market of Bursa Securities. He was also the Independent Non-
Executive Chairman of Choizen Holdings Limited (formerly known as CSF Group plc,
then listed on the AIM of London Stock Exchange) since February 2010 until its
dissolution on 5 September 2022, and held directorships in several private limited
companies held under Choizen Holdings Limited, namely CSF Advisers Sdn Bhd from
July 2007 to October 2020, Bridge Data Centres Malaysia Sdn Bhd (formerly known as
CSF CX Sdn Bhd) from July 2009 to November 2017, Atlas CSF Sdn Bhd from January
2014 to October 2020, and CSF Network Services Sdn Bhd from July 2015 to September
2022.

Presently, he also holds directorships in several public and private limited companies.
Please refer to Section 5.2.3 (a) for further details.

(b) Prabagaran A/L Chilatorai

Prabagaran A/L Chilatorai, a Malaysian male, aged 45, is our Executive Director and
Head, Customer Experience. He was appointed to our Board on 25 August 2022. He
oversees strategic client partnerships and operational excellence for CX lifecycle
business process services that are focused on delivering a positive CX and to connect
with our clients’ customers via inbound interactions. He has approximately 20 years of
working experience in managing CX lifecycle business processes.

He graduated with a Bachelor of Technology majoring in Aeronautical Engineering from


University of West of England Bristol in June 2000. He is also a COPC Certified
Implementation Leader 6.0 since September 2017.

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS


AND KEY SENIOR MANAGEMENT (Cont’d)

He had a short stint upon his graduation where he took on various part-time works and
later joined Scicom (MSC) Berhad, a business process outsourcing service provider in
September 2002. As a Customer Service Executive, he was tasked to handle inbound
calls for Celcom careline. He was promoted to Customer Experience Executive in
December 2004, where he was responsible for the call quality standard in accordance
with the client requirement. He left the company in March 2005 and immediately joined
VADS Berhad, a subsidiary of Telekom Malaysia Berhad (listed on the Main Market of
Bursa Securities) that is involved in the provision of IT services and business process
outsourcing, as a Quality Assurance Specialist (Lead) where he was responsible for
ensuring smooth operation of the quality assurance department.

During his period of service, he received multiple promotion. He left the company in
May 2010 with his last position as a Quality Assurance Manager and immediately joined
CSC Computer Sciences Sdn Bhd, an IT solutions and services provider, as a Senior
Operations Manager responsible for day-to-day operational efficiency, productivity and
contractual service level.

Upon resigning from CSC Computer Sciences Sdn Bhd in February 2011, he embarked
on a new career path with Sudong Sdn Bhd in the same month, as a Quality Assurance
Manager where he oversaw the overall quality performance of the Klang contact centre
in Malaysia and elevated the overall customer experience of Singtel (listed on the
Singapore Stock Exchange). Sudong Sdn Bhd is a wholly-owned subsidiary company of
Singtel and is involved in providing voice and data services over fixed, wireless and
Internet platforms.

Upon his resignation from Sudong Sdn Bhd in March 2014, he immediately joined
Measat Broadcast Network Systems Sdn Bhd, a subsidiary of Astro Malaysia Holdings
Berhad (listed on the Main Market of Bursa Securities) as an Assistant Vice President
for its Quality Management division, where he was responsible for the quality assurance
of contact centre operation, development and enforcement of policies to meet Astro’s
organisational goal. In February 2016, he was promoted to Head of Customer Services,
Marketing and Customer Management in Astro GS Shop Sdn Bhd, a subsidiary of Astro
Malaysia Holdings Berhad (listed on the Main Market of Bursa Securities) where he was
responsible for maintaining and improving the contact centre operations by monitoring
system performance. He left the company in April 2016.

He joined our Group in April 2016 in his current position. Under his leadership, he
expanded our Group’s CX lifecycle operations from approximately 150 to over 1000 CX
executives.

He was also appointed as a panel member of INTI International University & Colleges’
Industry Advisory Board since October 2021.

(c) Gan Jhia Jhia

Gan Jhia Jhia, a Malaysian female, aged 50, is our Non-Independent Non-Executive
Director. She was appointed to our Board on 25 August 2022. She has approximately
27 years of experience in the banking and finance sectors specialising in the structuring
of corporate loans and transactions, including business collaboration, joint-venture,
sales and leaseback, finance arrangements, and mergers and acquisitions.

She graduated with a Bachelor of Commerce from the University of Western Australia
in March 1995.

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS


AND KEY SENIOR MANAGEMENT (Cont’d)

She began her career in August 1995 as a Management Trainee in the Corporate
Banking Department in RHB Bank Berhad, where she was assigned to different
departments to provide administrative and operational support. She was promoted to
Manager of its Corporate Banking department in October 1998 where she was
responsible for managing a portfolio of multi-national corporations. In July 2001, she
left RHB Bank Berhad and joined KBC Bank N.V. (Labuan, Malaysia) in August 2001 as
its Team Head/Manager of its Corporate Banking department, where she was involved
in managing a portfolio of local listed and private corporations, government and quasi-
government bodies.

In January 2004, she left KBC Bank N.V. and immediately co-founded 23V Venture Sdn
Bhd, a company involved in the designing and retailing of apparel and accessories. As
a director of the company, she was involved in overseeing the day-to-day operations,
its business development and planning. The company was dissolved in August 2011.
In March 2008, she joined ML Strategic Corporate Advisory Sdn Bhd as its Management
Consultant where she was involved in business advisory and capital raising exercises.
She left the company in April 2008 and immediately joined Bridge Data Centres
Malaysia Sdn Bhd (formerly known as CSF CX Sdn Bhd) as a Director of Finance. In
June 2013, she was transferred to the holding company, Choizen Holdings Limited
(formerly known as CSF Group plc, then listed on the AIM of London Stock Exchange)
in 2013 as its Senior Vice President in the Corporate Services division, where she was
involved in planning and implementation of the company’s corporate strategies. In July
2022, she was transferred to Choizen Capital Advisory Sdn Bhd (formerly known as CSF
Capital Advisory Sdn Bhd), a business management consultancy company, as its Senior
Vice President in Corporate Services division where she plans and implements the
company’s corporate strategies as well as handling corporate services matters. She
holds this position to this day.

Presently, she also holds directorships in several private limited companies. Please refer
to Section 5.2.3 (c) for further details.

(d) Syed Izmi Bin Syed Kamarul Bahrin

Syed Izmi Bin Syed Kamarul Bahrin, a Malaysian male, aged 52, is our Non-Independent
Non-Executive Director. He was appointed to our Board on 25 August 2022. He has
approximately 28 years of working experience in the area of corporate finance,
investment and fund management.

He graduated with a Bachelor of Laws (Honours) from University of Exeter, United


Kingdom in July 1994. He obtained a Certified Diploma in Accounting and Finance from
ACCA in September 1995 and a Certificate in Legal Practice from the Legal Profession
Qualifying Board of Malaysia in February 1997.

He began his career in September 1994, as an Executive in the Corporate Finance


Division of the Petroliam Nasional Berhad, a Malaysia oil and gas company. He was
responsible for the preparation and evaluation of investment and financing proposals
and feasibility studies. He left the company in August 1997 and in the same month
joined Amanah Merchant Bank Berhad, as a Senior Executive in the Corporate Finance
Department where he was involved in advising clients and preparing submission to
authorities on matters relating to corporate exercises. He left the bank in May 2000
with his last position as an Assistant Manager, Corporate Finance. In the same month,
he joined MSC Venture Corporation Sdn Bhd, a subsidiary of MDEC, as its Investment
Manager where he was responsible for evaluating investment proposals and undertake
investment in ICT related companies. He resigned from the company in May 2009 with
his last position as an Acting Chief Executive Officer.

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS


AND KEY SENIOR MANAGEMENT (Cont’d)

In the same month, he co-founded QuestMark Capital Management Sdn Bhd, a joint
venture with a Hong Kong-based company where he served as its Executive Director,
in charge of the Kuala Lumpur office and pursue fund management and venture capital
activities in Malaysia. In February 2013, he resigned from his position as its Executive
Director and he is no longer a shareholder of QuestMark Capital Management Sdn Bhd.
In May 2013, he set up a sole proprietorship business, namely Xzerter Management
Enterprise to provide management consulting services related to initial public offerings,
merger and acquisitions, fundraising, corporate restructuring and business expansion.
The company was wound up in 2016.

In August 2016, he joined Unit Peneraju Agenda Bumiputra (“TERAJU”), a strategic


unit under the Prime Minister’s Department of Malaysia as its Director of Strategy &
Stakeholder Management. During his tenure there, he was responsible for developing
and implementing the Bumiputera strategic roadmaps under the 11th and 12th Malaysian
Plan. His responsibilities also include monitoring and evaluation of Bumiputera
programmes under TERAJU, government ministries, agencies and the private sector.
He left TERAJU in March 2020 and in the same month, joined Choizen Capital Advisory
Sdn Bhd (formerly known as CSF Capital Advisory Sdn Bhd), a company involved in the
provision of business management consultancy services, as its Principal, where he was
responsible for evaluating investment proposals and undertaking investments in ICT
and healthcare sectors. He left the company in March 2021.

In May 2021, he set up Centennial Capital Management Sdn Bhd, a company involved
in the provision of management consulting and corporate advisory services and Mekar
Capital Sdn Bhd, an investment holding company. As the Managing Director of these
companies, he is involved in evaluating investment proposals and undertaking
investments in companies involved in the ICT and healthcare sectors. In September
2022, he was appointed as an Executive Director of Perbadanan Wakaf Nasional
Berhad, an endowment fund and wholly-owned subsidiary of Yayasan Wakaf Malaysia,
a government agency established to promote the development and management of
wakaf assets in Malaysia. As the Executive Director, he is responsible for the evaluation
of the investment proposals and management of assets under Perbadanan Wakaf
Nasional Berhad.

Presently, he also holds directorships in several private limited companies. Please refer
to Section 5.2.3 (d) for further details.

(e) Azlina Binti Abdullah

Azlina Binti Abdullah, a Malaysian female, aged 59, is our Independent Non-Executive
Director. She was appointed to our Board on 25 August 2022. She has approximately
28 years of working experience in banking industry.

She graduated with a Bachelor of Business Administration from Eastern Michigan


University, United States in December 1988.

She began her career in March 1989 with AFMB Holding Berhad (formerly known as
MBf Finance Berhad), a company involved in banking and financial services, as a Branch
Credit Officer, where she was responsible for loan processing. She left the company in
August 1992.

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS


AND KEY SENIOR MANAGEMENT (Cont’d)

In September 1992, she joined EON Bank Berhad (formerly known as Oriental Bank
Berhad) as a Corporate Banking Officer where she was involved in the sale and
marketing, evaluating and processing of corporate loans. She resigned from the bank
in April 2000 with her last position as Unit Head of Corporate Banking and subsequently
joined Affin Bank Berhad (listed on the Main Market of Bursa Securities) in May 2000,
as a Manager (Commercial Banking III), where she was involved in supervising a total
of 25 branches within the Klang Valley, East Coast and East Malaysia regions. During
her tenure there, she received multiple promotions and she left the bank in June 2017
with her last position as a Head of Public Sector Department, Corporate Banking.

From July 2017 to February 2018, she joined Kuwait Finance House (Malaysia) Berhad
as a Head of Corporate Banking. Her role was to expand the government linked
companies’ portfolio in terms of new origination, processing, supervision and
monitoring of accounts.

In November 2018, she joined Guidance Equipment Leasing Sdn Bhd, a company
involved in the renting and leasing of machinery and equipment services, as a General
Manager where she was responsible for developing and establishing quality equipment-
lease relationships with investment grade Malaysian corporations. She resigned from
the company in November 2021.

(f) Leong Chooi Kuen

Leong Chooi Kuen, a Malaysian female, aged 56, is our Independent Non-Executive
Director. She was appointed to our Board on 25 August 2022. She has approximately
34 years of working experience in the field of accounting, finance, taxation and
auditing.

In 1992, she completed the Professional Accounting Examinations under MICPA and
qualified as a Certified Public Accountant. She was admitted as a member of MICPA
since April 1995 and a member of MIA since March 1996. She is also a member of CPA
Australia since June 2008.

She began her career in mid-1988 as an Audit Assistant in PricewaterhouseCoopers


Malaysia where she was involved in auditing and taxation. She left the firm in April
1996 with her last position as an Assistant Manager. Upon resigning from the firm, she
joined United Malayan Land Bhd, a property development group in May 1996 as its
Corporate Accountant where she was involved in financial and management reporting,
taxation and treasury. She was promoted to General Manager in 2018, where she was
responsible for corporate tax planning and compliance, treasury, corporate planning,
investor relations, internal audit and risk management, a position she holds to date.

(g) Woon Tai Hai

Woon Tai Hai, a Malaysian male, aged 66, is our Independent Non-Executive Director.
He was appointed to our Board on 25 August 2022. He has approximately 40 years of
working experience in IT and risk management.

He graduated with a Bachelor of Science from University of New South Wales, Australia
in April 1982. He also obtained a Graduate Diploma in Accounting and Finance with
Credit in May 1989 and Master of Business Administration in October 1992 from
University of Technology, Sydney, Australia.

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AND KEY SENIOR MANAGEMENT (Cont’d)

He began his career in June 1982 as a Programming Analyst in Compec Systems Pty
Ltd, Australia, a company involved in the banking and finance services, where he was
responsible for providing programming and analysis to the development of treasury
banking software solution for the financial service industry. He left the company in
December 1984. Upon resigning from the company, he joined Quotient Pty Ltd, a
subsidiary of Macquarie Bank, in January 1985, as a Project Manager. During his tenure
there, he was responsible for the project management and provision of support for the
wholesale banking system implementation for the bank. He left the company in
December 1988.

In January 1989, he joined Lloyds Bank Nza, Australia, as a Senior Business Analyst,
where he provided systems development and operational support of the treasury
system focusing on foreign exchange for the bank. He resigned from his position in
September 1989 and in the same month, joined Commonwealth Bank of Australia as a
Quantitative Analyst. His role was to conduct quantitative analysis for the fixed income
trading desk. He left the bank in October 1993 with his last position as a Senior
Manager.

In the same month, he relocated to Malaysia and joined SCS Computer Systems Sdn
Bhd (currently known as Strateq Sdn Bhd), a local systems integrator and solution
provider, as a Business Unit Manager where he was responsible for managing 2
business units, Banking and Finance and General Accounting. He resigned from the
company in April 1998 with his last position as a Senior Business Unit Manager and
subsequently joined KPMG Management and Risk Consulting Sdn Bhd in May 1998, as
a director of the Enabling Technology division. He was involved in driving and
implementing IT initiatives in line with KPMG global agenda.

In October 2001, he was promoted to Consulting Principle and in January 2011, he was
admitted to the KPMG partnership and during his entire tenure in KPMG, he led a multi-
disciplinary team in assisting multinational companies, small and medium enterprises,
government ministries and agencies and local clientele in IT, risk and management
consulting engagements. Under the KPMG partnership constitution, he retired in
December 2013.

In January 2014, he was appointed as an Executive Director of BDO Consulting Sdn


Bhd, a company involved in management and IT consulting services, where he acted
as a Management Consultant to provide strategic advice to senior management in areas
of IT related matter. He left the company in December 2017. He was then appointed
as Director in Takaful Ikhlas Family Berhad (September 2019) and Takaful Ikhlas
General Berhad (October 2019) where he continues to be Director to this day.

He holds various positions in national associations and council which includes, the
advisor of PIKOM since January 2014 and Malaysia Australia Business Council since
August 2018.

Please refer to Section 5.2.3 (f) for further details.

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

5.2.3 Principal business performed outside our Group

Save as disclosed below, none of our Directors has any other principal directorship and/or principal business activities performed outside our Group in the
past 5 years up to LPD:

(a) Dato’ Ting Heng Peng

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Present involvement
Ting Asiah & Co Legal firm Partner 1 January 2016 / - - -

Supermax Corporation Berhad Investment holding whereby its Non-Independent Non- 21 October 2022 / - 0.6 -
(listed on the Main Market of subsidiaries are involved in Executive Director /
Bursa Securities) manufacturing of rubber gloves Shareholder

Digital Data Sdn Bhd Investment holding in Digital 3D Director / 9 May 2019 / - 25.0 -
Lab Sdn Bhd, and provision of Shareholder
other information technology
services

Blessed Acres Sdn Bhd Property investment holding Director / 11 April 2011 / - 10.0 -
Shareholder

Leading Example Sdn Bhd Property investment holding Director / 10 May 2011 / - 30.0 -
Shareholder

Dolce (M) Sdn Bhd Provision of export and import of Director 13 August 2021 / - - -
medical and dental instrument
and supplies

Supermax Foundation Charity organisation Director 7 March 2018 / - - -

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Digital 3D Lab Sdn Bhd Provision of printing and Director / 9 May 2019 / - - (1)
100.0
manufacturing of medical and Shareholder
dental instrument and supplies

Miraculous Technology Sdn Bhd Provision of dental and related Director 1 November 2012 / - - -
services

Academic of Esthetic Dentistry Property investment holding Director / 18 March 2011 / - 10.0 -
Sdn Bhd Shareholder

Mercury Industries Berhad Investment holding and provision Independent Non- 20 July 2017 / - - -
(listed on the Main Market of of management services with Executive Director
Bursa Securities) subsidiaries involved in civil and
building construction works

Past involvement
Renaissance Hectar Sdn Bhd Provision of homestay services Director 17 June 2011 / - -
and facilities 20 June 2018

DTHP Family Sdn Bhd Provision of property Director / 18 September 2020 / 100.0 -
management Shareholder 8 September 2022

Choizen Holdings Limited Dissolved on 5 September 2022(3) Independent Non- 12 February 2010 / - -
(formerly known as CSF Group Executive Director 5 September 2022
plc, then listed on AIM of
London Stock Exchange)

Companies held under Choizen Holdings Limited


Atlas CSF Sdn Bhd Provision of computer support Director 2 January 2014 / - -
facilities 31 October 2020

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
CSF Advisers Sdn Bhd Provision of rental and design of Director 15 July 2007 / - -
premises with computer site 31 October 2020
facilities, and critical
infrastructure services for
computer site facilities

CSF Network Services Sdn Bhd Dissolved on 19 September Director 6 July 2015 / - -
2022(4) 19 September 2022

Notes:
(1)
Deemed interest by virtue of his direct shareholding in Digital Data Sdn Bhd.
(2)
Prior to dissolution, the company was principally act as managing agent for owners of residential properties in Damansara Idaman, Petaling
Jaya Selangor and to provide and undertake the services of maintenance and management of infrastructure, common facilities and services
and common property.
(3)
Prior to dissolution, the company was principally involved in the provision of business management consultancy services.

(4)
Prior to dissolution, the company was principally involved in provision of computer supply, system development and maintenance.

(b) Paul Raymond Raj A/L Davadass

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Present involvement
Dayspring Capital Investment holding in Daythree Director / 11 April 2016 / - 100.0 -
Services Shareholder

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Past involvement
3ble Corporation Sdn Bhd Dissolved on 3 August 2020(1) Director / 7 December 2007 / 50.0 -
Shareholder 3 August 2020

Red Flair Sdn Bhd Dissolved on 8 June 2018(2) Director 26 June 2012 / - -
8 June 2018

Notes:

(1)
Prior to dissolution, the company was principally involved in the provision of business consulting.

(2)
Prior to dissolution, the company was principally involved in the provision of general trading.

(c) Gan Jhia Jhia

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Present involvement
Jhia Seng Sdn Bhd Investment holding in stock, unit Director / 28 September 2011 / - * -
trust funds and other financial Shareholder
products

Choizen Capital Advisory Sdn Bhd Provision of business Shareholder 15 June 2022/ - 25.0 -
(formerly known as CSF Capital management consultancy
Advisory Sdn Bhd) services

Thanos Capital Investment holding in the Director / 23 July 2018 / - 25.0 -


healthcare and technology Shareholder
industry

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Companies held under Thanos Capital
Cloud Marshal Investment holding in technology Director/ 24 June 2020 / - - (1)
100.0
industry Shareholder

Med Marshal Sdn Bhd Dormant. Intended for Director/ 26 January 2021 / - - (1)
100.0
investment in the healthcare Shareholder
industry

Meridian Care Capital Berhad Investment holding in the Director/ 17 April 2019 / - - (1)
100.0
healthcare industry Shareholder

Meridian I Sdn Bhd Investment holding in the Director/ 17 April 2019 / - - (1)
100.0
healthcare industry Shareholder

Past involvement
SVBC Cares Sdn Bhd Provision of ambulance services, Shareholder 2 June 2021/ 30.0 -
general medical services and 13 September 2022
wholesale of pharmaceutical
and medical goods

TXL Consultancy Sdn Bhd Dissolved on 29 June 2022(2) Director / 17 December 2012 / 25.0 -
Shareholder 29 June 2022

Choizen Holdings Limited Dissolved on 5 September 2022(3) Shareholder 22 March 2010 / 2.5 -
(formerly known as CSF Group 5 September 2022
plc, then listed on AIM of
London Stock Exchange)

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Companies held under Choizen Holdings Limited
Atlas CSF Enterprise Management Dissolved on 7 October 2019(4) Director 10 September 2009 / - -
Services Sdn Bhd 7 October 2019

Notes:

(1)
Deemed interest by virtue of his direct shareholding in Thanos Capital.

(2)
Prior to dissolution, the company was dormant and had no intended business activity.

(3)
Prior to dissolution, the company was principally involved in the provision of business management consultancy services.

(4)
Prior to dissolution, the company was dormant and had no intended business activity.

* Negligible

(d) Syed Izmi Bin Syed Kamarul Bahrin

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Present involvement
Centennial Capital Management Provision of management Director / 20 May 2021 / - 100.0 -
Sdn Bhd consulting and corporate Shareholder
advisory services

Mekar Capital Sdn Bhd Investment holding in ICT and Director / 17 May 2021 / - 100.0 -
healthcare sectors Shareholder

Perbadanan Wakaf Nasional Endownment fund of Yayasan Director 23 September 2022 / - - -


Berhad Wakaf Malaysia

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Past involvement
Smshub Sdn Bhd Dissolved on 18 January 2019(1) Director 28 December 2004 / - -
18 January 2019

Menara Bersama Sdn Bhd Provision of construction of other Director / 8 November 2021 / 100.0 -
engineering projects Shareholder 10 August 2022

Note:

(1)
Prior to dissolution, the company was principally involved in manufacturing, processing, trading, dealing, importing and marketing of software
in computers and all other related activities in telecommunication systems, accessories.

(e) Azlina Binti Abdullah


% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Present involvement
- - - - - -

Past involvement
E-kiosk Sdn Bhd Dissolved on 16 September Director / 18 March 1997 / 50.0 -
2022(1) Shareholder 16 September 2022

JBH Car Rental Sdn Bhd Dissolved on 8 June 2018(2) Director/ 20 December 2000 / 44.4 -
Shareholder 8 June 2018
Notes:
(1)
Prior to dissolution, the company was principally involved in provision of marketing services.

(2)
Prior to dissolution, the company was principally involved in leasing and rental of motor vehicles.

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

(f) Woon Tai Hai

% of shareholdings
Date of appointment held
Company Principal activities Position held / Date of cessation Direct Indirect
Present involvement
Takaful Ikhlas Family Berhad Provision of family and general Director 1 September 2019 / - - -
takaful services

Takaful Ikhlas General Berhad Provision of takaful services Director 1 October 2019 / - - -

As at LPD, the directorships of our Directors in other companies are in compliance with Rule 15.06 of the Listing Requirements as our Directors do not hold
more than 5 directorships in public listed companies on Bursa Securities.

The involvement of our Directors in those business activities outside our Group does not give rise to any conflict of interest situation with our business.
Additionally, the involvement of our Directors in those business activities are either as passive investor and/or directors to discharge their fiduciary duties in
these companies. They are not actively involved in the day-to-day operations of these companies. Therefore, their involvement in these companies does
not require significant amount of time, and hence does not affect their ability to perform their executive roles and responsibilities to our Group.

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

5.2.4 Directors remuneration and benefits

The remuneration of our Directors including fees, salaries, bonuses, other emoluments and benefits-in-kind, must be reviewed and recommended by our
Nominating Committee and Remuneration Committee and subsequently, be approved by our Board. The Director’s fees and any benefits payable to Directors
shall be subject to annual approval by our shareholders pursuant to an ordinary resolution passed at a general meeting in accordance with our Constitution.
Please refer to Section 15.3 for further details.

The aggregate remuneration and material benefits-in-kind paid and proposed to be paid to our Directors for services rendered in all capacities to our Group
for FYE 2020 to 2023 are as follows:

Other
Directors’ fees Salaries Bonuses emoluments Benefits-in-kind Total
RM’000
FYE 2020 (Paid)
Paul Raymond Raj A/L - 421 - 51 - 472
Davadass
Gan Jhia Jhia - - - - - -
Syed Izmi Syed Kamarul - - - - - -
Bahrin

FYE 2021 (Paid)


Paul Raymond Raj A/L - 467 38 62 - 567
Davadass
Gan Jhia Jhia 6 - - - - 6
Syed Izmi Syed Kamarul 6 - - - - 6
Bahrin

FYE 2022 (Paid)


Dato’ Ting Heng Peng 36 - - 8 - 44
Paul Raymond Raj A/L - 492 - 65 - 557
Davadass
Prabagaran A/L Chilatorai - 312 - 42 - 354
Gan Jhia Jhia 20 - - - - 20

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)

Other
Directors’ fees Salaries Bonuses emoluments Benefits-in-kind Total
RM’000
Syed Izmi Bin Syed 20 - - - - 20
Kamarul Bahrin
Azlina Binti Abdullah - - - - - -
Leong Chooi Kuen - - - - - -
Woon Tai Hai - - - - - -

FYE 2023 (Proposed)


Dato’ Ting Heng Peng 44 - - 5 - 49
Paul Raymond Raj A/L 33 492 (1)
- 69 - 594
Davadass
Prabagaran A/L Chilatorai 33 312 (1)
- 46 - 391
Gan Jhia Jhia 44 - - 4 - 48
Syed Izmi Bin Syed 44 - - 4 - 48
Kamarul Bahrin
Azlina Binti Abdullah 44 - - 4 - 48
Leong Chooi Kuen 44 - - 5 - 49
Woon Tai Hai 44 - - 4 - 48

Note:

(1)
The bonuses for FYE 2023 are not included. Such bonuses, if any, will be determined at a later date based on our Group’s and the individual’s
performance, and will be subject to recommendation of our Remuneration Committee and approval by our Board.

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5.3 KEY SENIOR MANAGEMENT

5.3.1 Management structure

The management reporting structure of our Group is as follows:

Board of Directors

Paul Raymond Raj


A/L Davadass
Managing Director /
Chief Executive Officer

Prabagaran A/L Charanjit Kaur Zaina Haida Joma Paul 


Chiew Sin Callie Tan Poh
Chilatorai A/P Mohan Binti Zainal Mariano
Kwang Choo
Executive Director / Singh Rahim Germentil
Head, Digital Financial
Head, Customer Head, Service Senior Manager,  Senior Manager, 
Transformation Controller
Experience Excellence People & Culture Business
Excellence

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5.3.2 Key senior management shareholdings

The shareholdings of our key senior management in our Company before and after IPO, save for our Executive Directors, which are disclosed in Section
5.2.1, assuming that they will fully subscribe for their respective entitlements under the Pink Form Allocations are set out below:

(1)
Before IPO (2)
After IPO
Direct Indirect Direct Indirect
Designation /
Name Nationality No. of Shares % No. of Shares % No. of Shares % No. of Shares %
Chiew Sin Kwang Head, Digital - - - - (3)
2,000,000 (3)
0.4 - -
Transformation /
Malaysian
Charanjit Kaur A/P Head, Service Excellence / - - - - (3)
2,000,000 (3)
0.4 - -
Mohan Singh Malaysian
Callie Tan Poh Choo Financial Controller / - - - - (3)
1,000,000 (3)
0.2 - -
Malaysian
Zaina Haida Binti Zainal Senior Manager, People & - - - - - - - -
Rahim Culture /
Malaysian
Joma Paul Mariano Senior Manager, Business - - - - - - - -
Germentil Excellence /
Filipino

Notes:

(1)
Based on the share capital of 369,600,000 Shares before our IPO.

(2)
Based on the enlarged share capital of 480,000,000 Shares after our IPO.

(3)
Assuming they will fully subscribe for their entitlement under the Pink Form Allocations.

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AND KEY SENIOR MANAGEMENT (Cont’d)

5.3.3 Profiles of key senior management

Save for the profiles of our Promoters, substantial shareholders and Directors which are set
out in Section 5.1.2 and 5.2.2, the profiles of the other key senior management of our Group
are as follows:

(a) Chiew Sin Kwang

Chiew Sin Kwang, a Malaysian male, aged 51, is our Head, Digital Transformation. He
is responsible for the development and implementation of digital transformation
solutions into our business processes. He has approximately 28 years of working
experience in area of computing and IT and 11 years of work experience in the area of
CX lifecycle management.

He graduated with a Diploma in Agriculture Engineering from Universiti Putra Malaysia


in April 1994. He also obtained Advanced RPA Professional Certification from
Automation Anywhere University, United State of America in November 2019.

He began his career with Meptech Sdn Bhd, a company involved in multimedia and 3D
animation designing, in 1994 as a Multimedia Designer where he was responsible for
developing 3D animation content and computer generated educational TV
programmes. He left the company in 1995 and subsequently, he set up Innovations
Lights & Magic (M) Sdn Bhd in February 1996, to provide multimedia and graphic design
services. The company is in the process of striking off.

In 2002, he set up a sole proprietorship business, Ilmm Office Solutions Enterprise, a


company involved in designing and development of police summon tracking application.
The company was sold to a new investor in 2017. In April 2011, he joined Brandt
International Sdn Bhd, a company involved in business process outsourcing and
consultancy services, as a Contact Centre Officer where he was involved handling
inbound and outbound calls to and from customers. He resigned from the company in
January 2012 and immediately joined Sudong Sdn Bhd, a wholly owned subsidiary
company of Singtel which is involved in providing voice and data services over fixed,
wireless and Internet platforms. As an Operation Manager and Service Assurance
Manager, he was involved in managing the contact centre operation while ensuring
effective delivery of services.

Upon resigning from the company in January 2017, he immediately joined our Group
as a Senior Operation Manager where he was responsible for setting up the CX
operational site for clients in the travel, leisure and hospitality industries. He was
subsequently promoted to his current position in January 2019.

He is an executive committee member of CCAM since April 2019 and an Adjunct Mentor
at INTI International University & Colleges and a member of its Industry Advisory Board
for Computing and IT.

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(b) Charanjit Kaur A/P Mohan Singh

Charanjit Kaur A/P Mohan Singh, a Malaysian female, aged 43, is our Head, Service
Excellence. She is responsible for the management of strategic client partnerships and
overall operational excellence for the delivery of revenue generation business process
services. She has approximately 20 years of working experience in the GBS industry.

She graduated with a Diploma in Business Studies from Politeknik Ungku Omar in May
2002.

Upon her graduation, she had a short stint with Scicom (MSC) Berhad from August
2002 to October 2002 as a Front Desk Executive, where she was involved in customer
care services such as handling calls pertaining to pre and post sales enquiries. In
November 2002, she resigned and immediately ventured into the business process
management industry by joining Teledirect Telecommerce Sdn Bhd (currently known
as TDCX (MY) Sdn Bhd), as a Business Analyst. She was involved in performing data
analysis and reporting for a Financial Institution project. She was promoted to Project
Executive in January 2005 where she was involved in campaign reporting, data analysis,
capacity planning and resource optimisation for the Financial Institution project. She
left the company in February 2010 with her last position as an Assistant Manager,
Special Projects.

In March 2010, she joined SalesForce Contact Centres Sdn Bhd, a startup business
process management service provider, as its Operations Support Manager where she
was involved in overseeing daily operations and support functions for the company.
She resigned from the company in August 2010 and immediately joined UTS Marketing
Solutions Sdn Bhd, a company involved in the provision of contact centre outsourcing,
as a Manager, Productivity and Operations, where she was involved in managing
outbound sales operations. She was promoted to Account Director in January 2012
where she was responsible for managing the daily operation of outbound sales centres.

Upon resigning from the company in September 2014, she took 1 year career break
and joined our Group in September 2015 in her current position.

She is also an executive committee member of CCAM since April 2019.

(c) Callie Tan Poh Choo

Callie Tan Poh Choo, a Malaysian female, aged 40, is our Financial Controller. She is
responsible for overseeing the accounting and financial matters of our Group. She has
approximately 15 years of working experience in the accounting field.

She graduated with Bachelor of Accountancy (Honours) from Universiti Utara Malaysia
in September 2007. She is a member of ACCA since July 2015 and a member of MIA
since July 2018.

She began her career in September 2007 as an Audit Associate in KPMG Malaysia PLT,
where she was involved in audit of various private and public listed companies. She left
KPMG Malaysia PLT in March 2010 with her last position as an Audit Senior.

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In April 2010, she joined Waterco (Far East) Sdn Bhd, a company involved in the
manufacturing and distribution of water filtration and sanitisation equipment. As its
Internal Auditor, she was responsible for undertaking internal audits to ensure the
company meets its financial, operational and compliance objectives. She left the
company in March 2013 and subsequently joined Schlumberger Business Support Hub
Sdn Bhd in April 2013, a finance shared service hub for Schlumberger Limited, as its
Management Accountant where she was responsible for preparing monthly financial
reporting.

Upon resigning from the company in March 2017, she joined Royal Lake Club Kuala
Lumpur in April 2017, as its Finance Manager where she oversaw its finance
department. In August 2017, she resigned and immediately joined Choizen Holdings
Limited (formerly known as CSF Group plc, then listed on AIM of the London Stock
Exchange) as Head of Department, Group Finance and Accounts.

In November 2017, she was transferred to CSF Advisers Sdn Bhd, a company principally
involved in the provision of rental and design of premises with computer site facilities
and provision of critical infrastructure services for computer site facilities and thereafter
to Choizen Capital Advisory Sdn Bhd (formerly known as CSF Capital Advisory Sdn Bhd),
a business management consultancy company in November 2020. As its Head of
Department, Group Finance and Accounts, she was responsible for overseeing its
finance department. She left the company in May 2022.

In June 2022, she joined our Group where she assumed her current position.

(d) Zaina Haida Binti Zainal Rahim

Zaina Haida Binti Zainal Rahim, a Malaysian female, aged 43, is our Senior Manager,
People & Culture. She is responsible for overseeing the human resource and industrial
relation matters. She has approximately 17 years of working experience in human
resource management.

She obtained a Certificate in Information Technology from Cybernetics International


College of Technology in 1999. She graduated with a Diploma in Computer Science
from Universiti Putra Malaysia in July 2002.

During her tertiary studies, she worked as a part-time Barista in San Francisco Coffee
Company. She was converted to full-time Barista in October 2001 and left the company
in October 2003. She then joined Airzed Networks Sdn Bhd (“Airzed”), company
involved in the provision of network services, as a Customer Service and Technical
Support Associate in November 2003, where she handled general inquiries and
technical troubleshooting for Airzed’s WIFI users. She resigned from the company in
February 2005 and immediately joined Millennium Consultants (M) Sdn Bhd, a
recruitment agency, as its Staffing Consultant where she was involved in recruitment
and job training for jobseekers and clients. Upon resigning from the company in March
2006, she joined Kelly Services Sdn Bhd in April 2006 as its Staffing Consultant for its
client contact centre operation, where she handled recruitment and job training. She
left the company in May 2013 with her last position as an Assistant Branch Manager.
She subsequently joined CXL Executive Sdn Bhd, a subsidiary of CareerXcell Sdn Bhd
in the same month, as its Head of Human Resource Business Partner. In March 2015,
she was promoted to Head of Operations where she was involved in overseeing the
recruitment operation. In June 2015, she was transferred to CareerXcell Sdn Bhd as its
Team Lead, Technical Placement where she was involved in leading a team of
placement consultants to conduct recruitment activities for clients under her care. She
resigned from the company in December 2015.

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In March 2016, she joined our Group as a Talent Acquisition Manager where she was
responsible in driving end-to-end recruitment throughout the organisation. In
November 2017, she was assigned to undertake Human Resource Business Partner role
where she was involved in the development and implementation of human resource
agenda, strategies and practices. She was promoted to her current position in
September 2021.

(e) Joma Paul Mariano Germentil

Joma Paul Mariano Germentil, a Filipino male, aged 34, is our Senior Manager, Business
Excellence. He is responsible for cybersecurity matters, overseeing the overall security
landscape including the development of information security frameworks for business
applications. He has approximately 11 years of working experience in the cybersecurity,
IT risk management, IT audit, information security and business excellence
consultation.

He graduated with Bachelor of Science in Computer Engineering from System


Technology Institute (STI) College, Philippines in April 2011.

He began his career with Henann Group of Resorts, Philippines in 2011, as an IT


Engineer where he was responsible for developing, maintaining and supporting IT
infrastructure of the company. Upon resigning from the company in February 2012, he
joined Equicom Shared Services Incorporated, Philippines, an outsourcing service
provider specializing in the field of human capital management, commercial
management, general services, finance and accounting, assurance and consulting
services in March 2012, as an IT Audit Officer. During his tenure there, he was involved
in complex IT audit and advisory engagement. He left the company in February 2013
and immediately joined RVO Capital Ventures Group (“RVO”), a venture capital firm.
As its IT Audit Supervisor, he was involved in IT security audit review and advisory
services for 44 companies of RVO. He resigned from the company in July 2014.

From July 2014 to December 2016, he joined B&M Global Services Manila,
Incorporated., a subsidiary of Baker & McKenzie International B.V., as an Information
Security Analyst, where he provided a range of IT governance, risk and compliance
support to 77 offices of Baker McKenzie located across the globe. In February 2017, he
came to Malaysia and joined Standard Chartered Bank Malaysia Berhad, as its
Information Security Manager where he was responsible for overseeing information
security related matters. He resigned from the bank in October 2019.

In November 2019, he joined our Group as a Business Excellence Lead (Head,


Information Security and Risk Management), where he was responsible for managing
the overall risk, compliance and security requirements of the company and ensure that
security of clients’ data and cybersecurity controls are in place. In November 2021, he
was promoted to his current position.

5.3.4 Principal business performed outside our Group

None of our key senior management has any other principal directorship and/or principal
business activities performed outside our Group as at LPD.

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5.3.5 Key senior management remuneration and benefits

The remuneration of our key senior management including salaries, bonuses, other
emoluments and benefits-in-kind, must be reviewed and recommended by our
Remuneration Committee and subsequently, be approved by our Board.

The aggregate remuneration and material benefits-in-kind (in bands of RM50,000) paid and
proposed to be paid to our key senior management (save for our Directors which are
disclosed in Section 5.2.4) for services rendered in all capacities to our Group for FYE 2021
to 2023 are as follows:
(1)
Remuneration band
FYE 2021 (Paid) FYE 2022 (Paid) (2)FYE 2023 (Proposed)
RM’000
Chiew Sin Kwang 200 – 250 250 – 300 250 – 300
Charanjit Kaur A/P Mohan 200 – 250 250 – 300 250 – 300
Singh
Callie Tan Poh Choo - 100 – 150 150 – 200
Zaina Haida Binti Zainal 100 – 150 100 – 150 100 – 150
Rahim
Joma Paul Mariano 100 – 150 150 – 200 150 – 200
Germentil

Notes:
(1)
The remuneration for key senior management includes salaries, bonuses, allowances
and other emoluments.
(2)
The bonuses for FYE 2023 are not included. Such bonuses, if any, will be determined
at a later date based on our Group’s performance, and will be subject to
recommendation of our Remuneration Committee and approval by our Board.

5.4 BOARD PRACTICE

5.4.1 Board

Our Board has adopted the following responsibilities for effective discharge of its functions:

(a) setting the corporate values and promoting together with the senior management,
good corporate governance culture within our Group which reinforces ethical, prudent
and professional behaviour and ensure that its obligations to shareholders and other
stakeholders are met.

(b) reviewing and adopting a strategic plan for our Group:

(i) review, challenge and decide on management’s proposal on a strategic plan for
our Group by bringing objectivity and breadth of judgment to the strategic
planning process;

(ii) review and oversee the implementation of the strategic business plan for our
Group to ensure that it supports long-term value creation and includes
strategies on economic, environmental, safety & health, social and governance
considerations underpinning sustainability;

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(iii) together with management, take responsibility for the governance of


sustainability in our Group including setting our Group’s sustainability strategies,
priorities and targets; and

(iv) monitor the implementation of the strategic plan by the management.

(c) overseeing the conduct of our Group’s business:

(i) oversee the conduct of our Group’s business, including the formulation of
strategy and performance objectives, control and accountability systems,
corporate governance framework, risk management practices and human capital
management;

(ii) approve and monitor progress of major capital expenditure, fund-raising,


acquisitions and divestitures;

(iii) supervise and assess the performance of the management to determine whether
the business is being properly managed and ensure that appropriate measures
are in place against which the management’s performance can be assessed;

(iv) review, challenge and decide on the management’s proposals for our Group and
monitor its implementation by the management; and

(v) monitor compliance with established policies and procedures.

(d) identifying principal risks and ensuring the implementation of appropriate internal
controls and mitigation measures:

(i) understand the principal risks of our Group’s businesses and recognise that
business decisions involve the taking of appropriate risks;

(ii) fulfil statutory and fiduciary responsibilities by monitoring the operational,


financial and risk management processes of our Group and ensuring that internal
control procedures are in place;

(iii) set the risk appetite within which our Board expects the management to operate
and ensure that there is a sound risk management framework to identify,
analyse, evaluate, manage and monitor significant financial and non-financial
risks; and

(iv) comply with environment, safety and health legislation by understanding the
operations being carried out by employees and the hazards and risks associated
with such operations.

(e) succession planning:

(i) ensure the senior management has the necessary skills and experience; and

(ii) ensure measures are in place to provide for orderly succession planning of our
Board and senior management, including appointing, training, fixing the
compensation of and, where appropriate, replacing the senior management.

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AND KEY SENIOR MANAGEMENT (Cont’d)

(f) overseeing the development and implementation of a stakeholder communications


policy for our Group:

(i) ensure that our Group has in place a policy to enable effective communication
with its stakeholders. This policy should include how feedback received from its
stakeholders is considered by our Group when making business and other
decisions; and

(ii) ensure that our Group’s sustainability strategies, priorities and targets as well as
performance against these targets are communicated to its internal and external
stakeholders.

(g) reviewing the adequacy and the integrity of the management information and internal
control systems of our Group, including systems for compliance with applicable laws,
regulations, rules, directives and guidelines:

(i) ensure that there is a sound framework of reporting on internal controls and
regulatory compliance;

(ii) review the efficiency and quality of our Group’s financial reporting process and
systems of accounting and internal controls; and

(iii) ensure the integrity of our Group’s financial and non-financial reporting and
ensure that all our Directors are able to understand financial statements and
form a view on the information presented.

In accordance with our Constitution, an election of Directors shall take place each year at the
annual general meeting (“AGM”) of our Company. At the first AGM of our Company, all our
Directors shall retire from office, and at the AGM in every subsequent year, one-third of our
Directors for the time being, or, if their number is not 3 or a multiple of 3, then the number
nearest to one-third, shall retire from office and be eligible for re-election. This is provided
always that all Directors shall retire from office once at least in each 3 years but shall be
eligible for re-election. A retiring Director shall retain office until the close of the meeting at
which he retires.

All our Directors were only appointed to our Board in August 2022, and have served for less
than one year as at LPD. All our Directors will retire and be eligible for re-election at our
forthcoming first AGM. Thereafter, at every subsequent annual general meeting, one-third of
our Directors at that time, or, if their number is not 3 or a multiple of 3, then the number
nearest to one-third shall retire from office and be eligible for re-election.

As at LPD, the details of the date of expiration of the current term of office for each of our
Directors and the period that each of our Directors has served in office are as follows:

Date of Date of expiration Approximate no.


appointment as of the current of months in
Name Director term in office office as at LPD
Dato’ Ting Heng Peng 25 August 2022 At the 2023 AGM of Less than 9
our Company
Paul Raymond Raj A/L 25 August 2022 At the 2023 AGM of Less than 9
Davadass our Company
Prabagaran A/L 25 August 2022 At the 2023 AGM of Less than 9
Chilatorai our Company
Gan Jhia Jhia 25 August 2022 At the 2023 AGM of Less than 9
our Company

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Date of Date of expiration Approximate no.


appointment as of the current of months in
Name Director term in office office as at LPD
Syed Izmi Bin Syed 25 August 2022 At the 2023 AGM of Less than 9
Kamarul Bahrin our Company
Azlina Binti Abdullah 25 August 2022 At the 2023 AGM of Less than 9
our Company
Leong Chooi Kuen 25 August 2022 At the 2023 AGM of Less than 9
our Company
Woon Tai Hai 25 August 2022 At the 2023 AGM of Less than 9
our Company

The members of our Board are set out in Section 5.2.

5.4.2 Audit and Risk Management Committee

The main function of our Audit and Risk Management Committee is to assist our Board in
fulfilling its responsibility on the oversight of the integrity of our Group’s accounting and
financial reporting matters. The Audit Committee’s duties and responsibilities as stated in its
terms of reference include, amongst others, the following:

(a) to review the following and report the same to our Board with the external auditors:

(i) the audit plan and audit report and the extend of assistance rendered by the
employees of our Company;
(ii) their evaluation of the system of internal controls;
(iii) the audit fee and on matter regarding their suitability for nomination,
appointment and re-appointment and any issue regarding resignation or
dismissal;
(iv) issues and matters arising from the audit;
(v) the management letter and the management’s response; and
(vi) to perform annual assessment on their competencies, objectivity and
independence.

(b) to review the following and report the same to our Board with the internal auditors:

(i) to review the adequacy of the scope, the function, competency and resources
of the internal audit functions and that it has the necessary authority to carry
out the work;
(ii) the internal audit plan, processes, the results of the internal audit assessment
including the recommendations and appropriateness of the actions taken;
(iii) the extend of assistance rendered by the employees of our Company; and
(iv) to review any appraisal or assessment of the performance of members of the
internal audit function.

(c) to review and approve our quarterly results and annual financial statements for
recommendation to our Board, focusing in particular on:

(i) any changes in or implementation of major accounting policies;


(ii) significant and unusual events or transactions, significant adjustments arising
from the audit and how these matters are addressed;
(iii) going concern assumption; and
(iv) compliance with accounting standards and other regulatory or legal
requirements.

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AND KEY SENIOR MANAGEMENT (Cont’d)

(d) the related party transaction and conflict of interest situation that may arise within
our Company or Group including any transaction, procedure or course of conduct
that raises questions of management integrity and ensure that any such transaction
is carried out at arm’s length, on terms that are not detrimental to our Group and
in the best interest of our Group and report the same to our Board.

(e) to oversee and recommend the risk management policies and procedures of our
Group.

(f) to review the principal risks of our Group and recommend and ensure the
implementation of an appropriate risk management framework and policies for our
Group to mitigate/manage such risks.

(g) to assess the quality, effectiveness and efficiency of our internal controls and advise
our Board on setting appropriate policies on internal control.

(h) to review and deliberate on reports on significant risk findings and


recommendations.

(i) to determine the level of risk tolerance and actively identify, assess and monitor key
business risks to safeguard the shareholders’ investments and our Company’s
assets.

(j) to ensure that our Board conducts an annual review and periodic testing of our
internal control and risk management.

(k) to review the Audit and Risk Management Committee’s reporting and the statement
with regard to the state of internal controls and risk management of our Group for
inclusion in the annual report for the relevant financial year and report the same to
our Board.

(l) to discuss problems and reservations arising from the interim and final audits, and
any matter that the external auditor may wish to raise (in the absence of
management, where necessary).

(m) to review and recommend for our Board’s approval, the provision of non-audit
services by the external auditors and to ensure that adequate safeguard in place so
that the provision for non-audit services does not create conflicts of interest with
the independent judgement of the external auditors.

The recommendations of our Audit and Risk Management Committee are subject to the
approval of our Board.

The members of our Audit and Risk Management Committee as at LPD are as follows:

Name Designation Directorship


Leong Chooi Kuen Chairwoman Independent Non-Executive Director
Azlina Binti Abdullah Member Independent Non-Executive Director
Woon Tai Hai Member Independent Non-Executive Director

Our Nominating Committee will review the composition, performance and effectiveness of our
Audit and Risk Management Committee annually.

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5.4.3 Nominating Committee

The duties and responsibilities as stated in the terms of reference of our Nominating
Committee include the following:

(a) Assessment of board composition

(i) establish a policy formalising our Group’s approach to boardroom diversity


(including diversity in gender, nationality, age, culture and socio-economic
backgrounds);

(ii) annually review and recommend to our Board the appropriate size, structure,
balance and composition of our Board, required mix of skills, experience and
other qualities, including core competencies which Non-Executive Directors shall
bring to our Board to ensure that they are in line with our Company and our
Group’s requirements and is in compliance with the Listing Requirements;

(iii) consider and recommend any policy regarding the period of service of Non-
Executive Directors, and the term of office of Board Committee members,
including Chairmen of Board Committees; and

(iv) ensure periodic reviews of the term of office, and terms of reference of all Board
Committees assisted by our Company Secretary.

(b) Appointments

(i) consider and recommend to the Board the selection criteria for new appointment
as Directors of our Company which may include:

• required skills, knowledge, expertise and experience;


• time commitment, character, professionalism and integrity (probity,
financial integrity and personal integrity);
• ability to work cohesively with other members of our Board;
• specialist knowledge or technical skills in line with our Group’s strategy;
• diversity in age, gender, skills, experience, cultural background and other
factor(s) that will best qualify a nominee to serve on our Board;
• number of directorships in companies outside our Group; and
• ability to discharge such responsibilities/functions as expected, particularly
for independent non-executive Directors.

(ii) consider and recommend to our Board the composition of our Board which must
comprise at least 2 Directors or 1/3 of our Board, whichever is higher, are
Independent Directors;

(iii) consider and recommend suitable persons to be appointed as Directors of our


Company and members of the Board Committees;

(iv) appointment of key management positions:

• review and if deemed appropriate, endorse for our Board’s approval on


the appointment, evaluation, promotion, resignation, disciplinary actions
and termination of the key positions of our Company.

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS


AND KEY SENIOR MANAGEMENT (Cont’d)

(c) Retirement and re-election

(i) ensure that every Director, including the Executive Directors, shall be subject to
retirement at least once every 3 years. A retiring Director shall be eligible for re-
election; and

(ii) recommend to our Board, re-election of Directors by shareholders. In instances


where an Independent Non-Executive Directors is to be retained beyond nine (9)
years, the Nominating Committee shall conduct an assessment of the
Independent Non-Executive Director(s) and recommend to the Board whether
they shall remain Independent or be re-designated as a Non-Independent Non-
Executive Director.

(d) Succession planning

(i) our Chairman shall assist the Nominating Committee in ensuring that an
appropriate succession planning framework, talent management and human
capital development programme is in place for the position of the Chairman and
key positions, and be appraised of the progress of the programme on a regular
basis, and at least once a year; and

(ii) oversee succession planning for our Chairman and Directors.

(e) Annual performance assessment

(i) assist our Board in establishing procedures and processes towards an annual
assessment of the effectiveness of our Board as a whole and each Board
Committee (including its size and composition), as well as the contribution of
each individual Director. Results of evaluation shall be properly documented and
disclosed in the annual report;

(ii) consider and recommend to our Board an annual assessment of the Independent
Directors of our Company;

(iii) develop, maintain and review the criteria for evaluating Board and Board
Committees’ and each individual Director’s performance; and

(iv) ensure that appropriate actions are taken based on the results of the annual
assessments, to continuously enhance our Board’s overall performance and
identify opportunities for improvement.

(f) Training and development

(i) recommend suitable orientation and training programmes to continuously train


and equip existing Directors, where necessary;

(ii) arrange, with management, induction programmes for newly appointed Directors
to familiarise themselves with the operations, products and services of our Group
through briefings by the relevant management teams; and

(iii) ensure a statement is made by our Board in our Company’s annual report,
containing a brief description on the type of training attended by Directors during
the financial year.

The recommendations of our Nominating Committee are subject to the approval of our Board.

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS


AND KEY SENIOR MANAGEMENT (Cont’d)

The members of our Nominating Committee as at LPD are as follows:

Name Designation Directorship


Azlina Binti Abdullah Chairwoman Independent Non-Executive Director
Woon Tai Hai Member Independent Non-Executive Director
Syed Izmi Bin Syed Kamarul Bahrin Member Non-Independent Non-Executive Director

5.4.4 Remuneration Committee

The main function of our Remuneration Committee is to assist our Board in fulfilling its
responsibility on matters relating to our Group’s compensation, bonuses, incentives and
benefits. The Remuneration Committee’s duties and responsibilities as stated in its terms of
reference include, amongst others, the following:

(a) to assist our Board in determining the remuneration of our Executive Directors and key
senior management. In fulfilling this responsibility, the Remuneration Committee is to
ensure that our Executive Directors and our key senior management:

(i) are fairly rewarded for their individual contributions to overall performance;

(ii) that the compensation is reasonable in light of our business strategy and long-
term objectives; and

(iii) that the compensation is similar to other companies of similar size in the same
industry.

(b) to review and recommend on an annual basis, the performance of our Directors and
our senior management, and recommend to our Board specific adjustments in
remuneration and/or reward payments to be passed at a general meeting.

(c) to establish our Executive Director’s goals, objectives and key performance indicators.

(d) to review our Executive Director’s performance against the goals, objectives and key
performance indicators set.

(e) to ensure that the remuneration packages and benefits for Independent Non-Executive
Directors do not conflict with their obligations to bring objective and independent
judgement to our Board. Independent Non-Executive Directors should not be over-
compensated to the extent that their independence may be compromised.

(f) to assist our Board in discharging their responsibilities to, amongst others,
compensation strategy, management development and other compensation
arrangements.

The recommendations of our Remuneration Committee are subject to the approval of our
Board.

The members of our Risk Management Committee as at LPD are as follows:

Name Designation Directorship


Woon Tai Hai Chairman Independent Non-Executive Director
Azlina Binti Abdullah Member Independent Non-Executive Director
Gan Jhia Jhia Member Non-Independent Non-Executive Director

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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS


AND KEY SENIOR MANAGEMENT (Cont’d)

5.5 RELATIONSHIPS AND/OR ASSOCIATIONS

There are no family relationships (as defined under Section 197 of the Act) or association
between or amongst our Promoters, substantial shareholders, Directors and key senior
management as at LPD.

5.6 EXISTING OR PROPOSED SERVICE AGREEMENTS

As at LPD, there are no existing or proposed service agreements entered into between our
Company with any Directors; or between any companies within our Group with any key senior
management.

5.7 DECLARATION FROM PROMOTERS, DIRECTORS AND KEY SENIOR MANAGEMENT

As at LPD, none of our Promoters, Directors or key senior management is or has been involved
in any of the following (whether in or outside Malaysia):

(a) in the last 10 years, a petition under any bankruptcy or insolvency laws that was filed
(and not struck out) against him or any partnership in which he was a partner or any
corporation of which he was a Director or a member of key senior management;

(b) disqualified from acting as a Director of any corporation, or from taking part directly or
indirectly in the management of any corporation;

(c) in the last 10 years, charged or convicted in a criminal proceeding or is a named subject
of a pending criminal proceeding;

(d) in the last 10 years, any judgment that was entered against him, or finding of fault,
misrepresentation, dishonesty, incompetence or malpractice on his part, involving a
breach of any law or regulatory requirement that relates to the capital market;

(e) in the last 10 years, was the subject of any civil proceeding, involving an allegation of
fraud, misrepresentation, dishonesty, incompetence or malpractice on his part that
relates to the capital market;

(f) being the subject of any order, judgment or ruling of any court, government, or
regulatory authority or body temporarily enjoining him from engaging in any type of
business practice or activity;

(g) in the last 10 years has been reprimanded or issued any warning by any regulatory
authority, securities or derivatives exchange, professional body or government agency;
and

(h) has any unsatisfied judgment against him.

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6. INFORMATION ON OUR GROUP

6.1 INFORMATION ON DAYTHREE

Our Company was incorporated in Malaysia under the Act on 11 August 2022 as a private
limited company under the name of Daythree Digital Sdn Bhd. On 28 September 2022, it
was converted into a public limited company and changed to our present name.

We were incorporated to facilitate the Listing and our Company is principally an investment
holding company. There has not been any material change in the manner in which we
conduct our business or activities since our incorporation and up to LPD.

Through our subsidiaries, we are a GBS service provider focusing on CX lifecycle


management services enabled by in-house developed digital tools. Our services involve the
setting up of contact centres to facilitate communications between our Clients and their
Customers. These include acquisition of Customers (where the Client establishes contact
with a new Customer with the hope of converting from a prospect into a paying Customer)
to after-sales’ customer support and care services such as responding to enquiries and
technical support.

As at LPD, our share capital is RM20.1 million comprising 369,600,000 Shares, all of which
have been issued and fully paid-up. The movements in our share capital since the date of
our incorporation are set out below:

No. of Shares Consideration / Cumulative


Date of allotment allotted Types of issue share capital
RM
11 August 2022 3 RM3 / Subscribers’ shares 3
9 May 2023 369,599,997 RM20,143,200/ 20,143,203
Acquisition of Daythree
Services

As at LPD, we do not have any outstanding warrants, options, convertible securities and
uncalled capital. In addition, there were no discounts, special terms or instalment payment
terms applicable to the payment of the consideration for the allotment.

Upon completion of our IPO, our enlarged share capital will increase to RM53.3 million
comprising 480,000,000 Shares.

6.2 DETAILS OF ACQUISITIONS

In preparation of our Listing, we have undertaken the Acquisitions by entering into the
following agreements:

(a) a conditional share purchase agreement with the Daythree Services Vendors to
acquire the entire equity interest in Daythree Services comprising 2,000,000 ordinary
shares for a purchase consideration of RM20.1 million which was satisfied by the
issuance of 369,599,997 new Shares to the Daythree Services Vendors at an issue
price of RM0.0545 each;

(b) a conditional share purchase agreement with the Daythree Services to acquire the
entire equity interest in Daythree Services SG comprising 10,000 shares for a cash
consideration of SGD1.00; and

(c) a conditional share purchase agreement with the Daythree Services to acquire the
entire equity interest in Daythree Solutions comprising 2 ordinary shares for a cash
consideration of RM2.00.

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6. INFORMATION ON OUR GROUP (Cont’d)

Details of the Vendors and the number of Shares issued to them under the Acquisitions are
set out below.

(a) Daythree Services

Shareholdings in Daythree
Services
Daythree Services No. of shares % of share Purchase No. of Shares
Vendors acquired capital consideration issued
RM
Dayspring Capital 1,000,000 50.0 10,071,600 184,799,999
Cloud Marshal 600,000 30.0 6,042,960 110,879,999
BLM Holdings(1) 400,000 20.0 4,032,640 73,919,999
2,000,000 100.00 20,143,200 369,599,997

Note:

(1)
Being the beneficial owner of the Shares held through Kenanga Investors
Berhad-client’s trust account in RHB Trustees.

The purchase consideration for the Acquisition of Daythree Services of RM20.1 million
was arrived based on a “willing-buyer willing-seller” basis after taking into
consideration the audited NA of Daythree Services as at 31 December 2021 of
RM28.2 million, less RM8.0 million dividend declared on 29 June 2022.

(b) Daythree Services SG

Shareholdings in Daythree
Services SG
No. of shares % of share Purchase
acquired capital consideration
SGD
Daythree Services SG 10,000 100.0 1
10,000 100.0 1

The purchase consideration for the Acquisition of Daythree Services SG of SGD1.00


was arrived based on a “willing-buyer willing-seller” basis after taking into
consideration the net liabilities of Daythree Services SG of SGD16,706 (equivalent to
RM51,543 based on closing rate of approximately SGD1.00 : RM3.0853) as at 31
December 2021.

(c) Daythree Solutions

Shareholdings in Daythree
Solutions
No. of shares % of share Purchase
acquired capital consideration
RM
Daythree Solutions 2 100.0 2
2 100.0 2

The purchase consideration for the Acquisition of Daythree Solutions of RM2.00 was
arrived based on a “willing-buyer willing-seller” basis after taking into consideration
the audited net liabilities of Daythree Solutions as at 31 December 2021 of RM13,010.

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6. INFORMATION ON OUR GROUP (Cont’d)

The Acquisitions were completed on 9 May 2023. Thereafter, Daythree Services, Daythree
Services SG and Daythree Solutions became our wholly-owned direct subsidiaries.

The new Shares issued under the Acquisitions rank equally in all respects with our existing
Shares including voting rights and will be entitled to all rights and dividends and/or other
distributions, the entitlement date of which is subsequent to the date of issuance of the new
Shares.

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6. INFORMATION ON OUR GROUP (Cont’d)

6.3 GROUP STRUCTURE


Before IPO

Leong Kok Cheng Gan Jhia Jhia Lee King Loon


ChengThanos Capital
42.0% 25.0% 33.0%
Bernadine Lee Siew Ling

100.0%
Paul Raymond Raj A/L Thanos Capital
Davadass

100.0% 100.0%

Dayspring Capital Cloud Marshal BLM Holdings(1)

50.0% 30.0% 20.0%

Daythree

100.0% 100.0% 100.0%

Daythree Services Daythree Services Daythree Solutions


SG

Note:

(1)
Being the beneficial owner of the Shares held through Kenanga Investors Berhad-client’s trust account in RHB Trustees.

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6. INFORMATION ON OUR GROUP (Cont’d)

After IPO

Leong Kok Cheng Gan Jhia Jhia Lee King Loon


ChengThanos Capital
42.0% 25.0% 33.0%

Paul Raymond Raj A/L Thanos Capital Bernadine Lee Siew Ling Malaysian Public and
Davadass(1) selected investors(4)

100.0% 100.0% 100.0%

Dayspring Capital(1) Cloud Marshal(1) BLM Holdings(2) Pink Form Allocation(3)

36.0% 23.1% 15.4% 2.5% 23.0%

Daythree

100.0% 100.0% 100.0%

Daythree Services Daythree Services Daythree Solutions


SG

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6. INFORMATION ON OUR GROUP (Cont’d)

Notes:

(1)
Promoters of Daythree Group.

(2)
Being the beneficial owner of the Shares held through Kenanga Investors Berhad-client’s trust account in RHB Trustees.

(3)
Assuming that all our eligible Directors and employees of our Group will subscribe for the Pink Form Allocations.

(4)
Including Bumiputera investors approved by MITI.

6.4 SUBSIDIARIES AND ASSOCIATED COMPANIES

Details of our subsidiaries as at LPD are summarised as follows:

Company / Date / Principal place Issued share Effective


Registration Number Place of incorporation of business capital equity interest Principal activities
RM %
Daythree Services / 24 May 2006 / Malaysia 2,000,000 100.0 Engaged in the business of operating
200601015164 (734916-T) Malaysia a GBS centre; rendering business
process, information technology, and
knowledge process outsourcing
services; and the provision of related
services

Daythree Services SG / 1 July 2014 / Singapore SGD10,000 100.0 Dormant. Intended for the provision
201419051W Singapore of GBS services

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6. INFORMATION ON OUR GROUP (Cont’d)

Company / Date / Principal place Issued share Effective


Registration Number Place of incorporation of business capital equity interest Principal activities
RM %
Daythree Solutions / 11 July 2019 / Malaysia 2 100.0 Dormant. Intended for the provision
201901024391 (1333720-X) Malaysia of design of digital and process
automation software and solutions
and the provision of related services
including Artificial Intelligence,
Robotic process automation and Big
Data

As at LPD, Daythree Services SG and Daythree Solutions remained dormant due to changes in business plans arising from movement restrictions during
the COVID-19 pandemic, and transition of MSC Malaysia Status into the new Malaysian Digital status by the Government, where it would be more optimal
to channel our operations through Daythree Services, which holds the status.

Details of the share capital of our subsidiaries are set out in Section 15.2.
As at LPD, we do not have any associated company.

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6. INFORMATION ON OUR GROUP (Cont’d)

6.5 MATERIAL CONTRACTS

Save as disclosed below, there were no contracts entered into by our Group which are or
may be material (not being contracts entered into in the ordinary course of business) for
FYE 2019 to 2022 and up to LPD:

(a) Share purchase agreement dated 29 September 2022 between our Company and
Daythree Services Vendors for the Acquisition of Daythree Services for a purchase
consideration of RM20,143,200 which will be wholly satisfied by issuance of
369,599,997 new Shares at an issue price of RM0.0545 per Share, which was
completed on 9 May 2023;

(b) Share purchase agreement dated 27 September 2022 between our Company and
Daythree Services for the Acquisition of Daythree Services SG for a purchase
consideration of SGD1.00 which will be wholly satisfied by cash, which was completed
on 9 May 2023;

(c) Share purchase agreement dated 27 September 2022 between our Company and
Daythree Services for the Acquisition of Daythree Solutions for a purchase
consideration of RM2.00 which will be wholly satisfied by cash, which was completed
on 9 May 2023; and

(d) Underwriting agreement dated 31 May 2023 between our Company and M & A
Securities for the underwriting of 36,000,000 Issue Shares for an underwriting
commission of 3.0% of the IPO Price multiplied by the number of Issue Shares
underwritten.

Additionally, our Group is not materially dependent on any contracts including commercial
or financial contracts.

6.6 PUBLIC TAKE-OVERS

During the last financial year and the current financial year up to LPD, there were:

(a) No public take-over offers by third parties in respect of our Shares; and

(b) No public take-over offers by our Company in respect of other companies’ shares.

6.7 MAJOR APPROVALS AND LICENCES

As at LPD, there are no other major approvals, major licences and permits required for us to
carry out our operations.

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6. INFORMATION ON OUR GROUP (Cont’d)

6.8 INTELLECTUAL PROPERTIES

As at LPD, our Group does not own and has not applied for the registration of any other intellectual properties other than those disclosed below:

Approving
authority /
Place of
Applicant(s) / application Status /
Registered Trademark or Registration
No. Trademark owner(s) application no. Class registration validity
(a) Daythree TM2017056661 35(1) MyIPO / Registered /
Services Malaysia 17 April 2017 to
17 April 2027

(b) Daythree TM2022022843 9(2) MyIPO / -(4)


Services Malaysia

(c) Daythree TM2022022844 9(2) MyIPO / -(5)


Services Malaysia

(c) Daythree (i) TM2022022845 (i) 9(2) MyIPO / Registered /


Services6 (ii) TM2022022846 (ii) 35(3) Malaysia 1 September 2022
to 1 September
2032

Notes:

(1)
Advertising; business management; business administration; office functions; all included in Class 35.

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6. INFORMATION ON OUR GROUP (Cont’d)

(2)
Application software; artificial intelligence software; artificial intelligence software for analysis; computer software; computer software designed to
estimate resource requirements; computer software for business purposes; computer software for project management; computer software
products.

(3)
Human resources management; human resources management services; business advisory and information services; collection, systematisation,
compilation and analysis of business data and information stored in computer databases; systemisation of information into computer databases;
office functions; corporate communications services; business management consultancy in the field of leadership development; business
organisation and management consultancy in the field of personnel management.

(4)
MyIPO has objected to the registration of the trademark on the grounds that a similar trademark is registered. Our Group has submitted an appeal
on 8 January 2023 and the appeal application is still pending review by MyIPO. Assuming the appeal is successful and there is no opposition from
any third party thereafter, the estimated timeframe for registration of the trademark will be approximately 24 to 36 months from our submission of
the appeal to MyIPO’s objection to the registration of the trademark.

(5)
MyIPO has approved the registration of the trademark on 27 September 2022 and gazetted on 29 September 2022. Subsequently, it was opposed
by a third party who deemed our trademark to be similar to its trademark. Our Group is in the midst of submitting a counter statement against the
opposition and expected to submit by end of June 2023. It will take between 24 to 36 months for the opposition to be addressed and decided by
MyIPO. Once the opposition has been addressed and there is no opposition from other third party, the trademark will be registered.

Our Group’s business and profitability are not materially dependent on the trademarks listed above. For avoidance of doubt, in the event that the appeals
mentioned above are not successful, our business and profitability will not be materially affected as the digital tools we have developed are proprietary.

6.9 PROPERTY, PLANT AND EQUIPMENT

6.9.1 Properties owned by our Group

As at LPD, we do not own any properties.

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6. INFORMATION ON OUR GROUP (Cont’d)

6.9.2 Properties rented by our Group

The summary of the material properties rented by our Group as at LPD are set out below:

Landlord / Description / Land area / Period of tenancy /


No. Postal address Tenant Existing use Built-up area Rental per annum
(a) Unit 3B-05-01, Level 5, Tower 3B Kaginic Assets Holdings Sdn Bhd / 1 unit of office Not applicable / 1 July 2021 to 30 June 2024 (with
UOA Business Park Daythree Services located on the 5th 6,717 the option to renew for another 3
1, Jalan Pengaturcara U1/51A floor of a 14-storey years) /
Seksyen U1, 40150 Shah Alam corporate building / RM362,718
Selangor CX delivery office

(b) Unit 3A-09-01, Level 9, Tower 3A Kaginic Assets Holdings Sdn Bhd / 1 unit of office Not applicable / 1 January 2023 to 31 December
UOA Business Park Daythree Services located on the 9th 6,695 2025 (with the option to renew for
1, Jalan Pengaturcara U1/51A floor of a 14-storey another 3 years) /
Seksyen U1, 40150 Shah Alam corporate building / RM361,530
Selangor CX delivery office

(c) Unit 7-03A-01, Level 3A, Tower 7 Kaginic Corporation Sdn Bhd / 1 unit of office Not applicable / 1 February 2023 to 31 January 2026/
UOA Business Park Daythree Services located on the 4th 6,045 RM340,213
1, Jalan Pengaturcara U1/51A floor of a 14-storey
Seksyen U1, 40150 Shah Alam corporate building /
Selangor CX delivery office

(d) Unit 7-06-01, Level 6, Tower 7 Kaginic Corporation Sdn Bhd / 1 unit of office Not applicable / 1 August 2022 to 31 July 2025 (with
UOA Business Park Daythree Services located on the 6th 6,045 an option to renew for another 3
1, Jalan Pengaturcara U1/51A floor of a 14-storey years) /
Seksyen U1, 40150 Shah Alam corporate building / RM317,725
Selangor CX delivery office

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6. INFORMATION ON OUR GROUP (Cont’d)

Landlord / Description / Land area / Period of tenancy /


No. Postal address Tenant Existing use Built-up area Rental per annum
(e) Unit 7-07-01 & 7-08-01 Kaginic Corporation Sdn Bhd / 2 units of office Not applicable / 1 January 2021 to 31 December
Levels 7 & 8, Tower 7 Daythree Services located on the 7th 12,090 2023 (with an option to renew for
UOA Business Park and 8th floor of a 14- another 3 years) /
1, Jalan Pengaturcara U1/51A storey corporate RM565,812
Seksyen U1, 40150 Shah Alam building /
Selangor Headquarters and CX
delivery office

(f) Unit 9-13A-01, Level 13A, Tower 9 Everise Project Sdn Bhd / 1 unit of office Not applicable / 1 May 2023 to 30 April 2026 (with an
UOA Business Park Daythree Services located on the 14th 12,454 option to renew for another 3 years)
1, Jalan Pengaturcara U1/51A floor of a 14-storey /
Seksyen U1, 40150 Shah Alam corporate building / RM821,964
Selangor CX delivery office

(g) Unit 9-02-01, Level 2, Tower 9 Everise Project Sdn Bhd / 1 unit of office Not applicable / 1 October 2022 to 30 September
UOA Business Park Daythree Services located on the 2nd 2,558 2025 (with an option to renew for
1, Jalan Pengaturcara U1/51A floor of a 14-storey another 3 years) /
Seksyen U1, 40150 Shah Alam corporate building / RM131,993
Selangor Training rooms

(h) Unit 213, Block A, Level 2 Wong Vee Fah / 1 unit of office Not applicable / 1 August 2022 to 31 July 2023 (with
Kelana Centre Point Daythree Services located on the 2nd 1,000 an option to renew for another 1
Jalan SS7/19, Kelana Jaya floor of a commercial year)(1) /
47301 Petaling Jaya office / RM28,800
Selangor Business continuity
site and CX delivery
office

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6. INFORMATION ON OUR GROUP (Cont’d)

Landlord / Description / Land area / Period of tenancy /


No. Postal address Tenant Existing use Built-up area Rental per annum
(i) Unit 215, Block A, Level 2, Istaka Sinar Sdn Bhd / 1 unit of office Not applicable / 1 August 2022 to 31 December 2024
Kelana Centre Point Daythree Services located on the 2nd 1,000 (with an option to renew for another
Jalan SS7/19, Kelana Jaya floor of a commercial 1 year) /
47301 Petaling Jaya office / RM19,800
Selangor Business continuity
site and CX delivery
office

(j) Unit 217 & 219, Block A, Level 2 Rela Menang Sdn Bhd / 2 units of office Not applicable / 1 August 2022 to 31 December 2024
Kelana Centre Point Daythree Services located on the 2nd 2,400 (with an option to renew for another
Jalan SS7/19, Kelana Jaya floor of a commercial 1 year) /
47301 Petaling Jaya office / RM48,600
Selangor Business continuity
site and CX delivery
office

(k) Unit 3A19, Block A, Level 3A Koh Kian Boo / 1 unit of office Not applicable / 1 August 2022 to 31 December 2024
Kelana Centre Point Daythree Services located on the 4th 2,500 (with an option to renew for another
Jalan SS7/19, Kelana Jaya floor of a commercial 1 year) /
47301 Petaling Jaya office / RM38,400
Selangor Training rooms

(l) Unit 533 & 535, Block A, Level 5 Management Training Trust of IPM / 2 units of office Not applicable / 1 September 2022 to 31 December
Kelana Centre Point Daythree Services located on the 5th 3,261 2024 /
Jalan SS7/19, Kelana Jaya floor of a commercial RM78,264
47301 Petaling Jaya office /
Selangor Business continuity
site and CX delivery
office

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6. INFORMATION ON OUR GROUP (Cont’d)

Note:

(1)
Our Group had on 2 June 2023 written to the landlord to exercise the option for renewing our tenancy upon its expiry.

All floor space of our Group in UOA Business Park from (a) to (g) are fully utilised, save for (f) above, which is currently under renovation.

The business continuity sites in (h), (i), (j) and (l) serve as business continuity sites to conduct our Group’s operations if we encounter disruptions in our
primary locations at UOA Business Park, such as prolonged power failure of at least 4 hours or outbreak of COVID-19. These sites can accommodate up to
approximately 200 CX executives at one time. As at LPD, 80 CX executives occupy the business continuity sites for our CX operations and the remaining
space is reserved for business continuity purposes. For avoidance of doubt, the training rooms mentioned in (k) above are used regularly, and are not
backup training rooms.

The properties rented by our Group are not in breach of any other land use conditions and/or non-compliance with current statutory requirements, land
rules or building regulations/by-laws, which will have material adverse impact on our operations as at LPD.

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6. INFORMATION ON OUR GROUP (Cont’d)

6.9.3 Acquisition of properties

We have not acquired nor entered into any agreements to acquire any properties during
FYE 2019 to 2022 and up to LPD.

6.9.4 Material capital expenditures and divestitures

(a) Material capital expenditures

Save for the expenditures disclosed below, there were no other capital expenditures
(including interests in other corporations) made by us for FYE 2019 to 2022 and up to
LPD:

At cost
1 January
2023 up to
FYE 2019 FYE 2020 FYE 2021 FYE 2022 LPD
Capital expenditures RM’000 RM’000 RM’000 RM’000 RM’000
Computer and software 383 168 268 182 262
Office equipment 139 26 261 61 152
Furniture and fittings 36 22 6 87 10
Renovation - - (2)
818 119 -
Construction in progress (1)
1,112 (1)
123 - (3)
1,478 (3)
305
1,670 339 1,353 1,927 729

Notes:

(1)
Being the renovation works in progress for our office premises in Level 3A, 6, 7
and 8, Tower 7, UOA Business Park, Shah Alam, Selangor.

(2)
Being the renovation costs for Level 5, Tower 3B, UOA Business Park, Shah
Alam, Selangor.

(3)
Being the renovation works in progress for our office premises in Level 2,
Tower 9 and Level 9, Tower 3A, UOA Business Park, Shah Alam, Selangor.

The above capital expenditures were financed by internally generated funds. Our
capital expenditures are mainly driven by our business growth as well as for
replacement purposes.

(b) Material capital divestitures

There were no other capital divestitures (including interests in other corporations)


made by us for FYE 2019 to 2022 and up to LPD.

Moving forward, other than the proposed utilisation of proceeds from our Public Issue for
our capital expenditure as disclosed in Section 4.9.1, we do not have any material capital
expenditures and divestitures currently in progress, within or outside Malaysia.

6.9.5 Material plans to construct, expand or improve our facilities

Save for the proposed utilisation of proceeds from our IPO to finance the capital
expenditure as set out in Section 4.9.1 and the capital commitment as set out in Section
12.6, our Group does not have any other immediate plans to construct, expand and improve
our facilities as at LPD.

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6.10 RELEVANT LAWS, REGULATIONS, RULES OR REQUIREMENTS


As at LPD, there are no material laws, regulations, rules or requirements governing the conduct of our business and/or major environmental issue which
may materially affect our operations.

6.11 ESG PRACTICES

Daythree is dedicated to being proactive in the face of disruptive events and sees them as opportunities to create value for stakeholders.

Our ESG Integrated Policy and Framework has been established as we prioritise the identification and management of sustainability risks, integrating them
into all aspects of our decision-making and throughout our entire value chain. Our main objective is to foster sustainable development among our
stakeholders by providing accessible and renewable energy, fostering innovation, and empowering our employees and the community. As a responsible
public governance organisation, we are fully committed to promoting sustainability and actively leading positive change as a global citizen.

Daythree holds a dedication to establishing an organisation that prioritises sustainable development for the betterment of both the community and
stakeholders. This statement emphasises our unwavering commitment to adopting impactful practices, initiatives, and endeavours that address the impact
of our operations on the local economy, environment, society, and governance. We persistently strive to enhance our performance in these domains,
ensuring that our actions contribute positively to a sustainable future.

We are steadfast in our commitment to generating sustainable value for our stakeholders, and we will continue to deliver balanced, comparable, and
meaningful reports through our ongoing reporting initiatives in accordance with Bursa Securities Sustainability Reporting Guide, Integrated Reporting
framework, and aligned with the Sustainable Development Goals by the United Nations.

(a) Environmental

We strive to improve our environment by utilising greener alternatives

• We aim to minimise our energy consumption and carbon footprint by making investments in enhancing our energy efficiency measures.
• Despite the absence of substantial water usage, we are still dedicated to decreasing the overall water consumption by promoting water
conservation practices.
• We promote efficient waste management practices such as reducing, reusing, and recycling in our office premises.

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(b) Social

We strive to build a safe, harmonious and supportive working environment and work hand-in-hand contributing to the local community
development.

• We are committed to defending against cybercrime, adhering to cyber-related regulations, and securely transforming their operations
through the use of cyber services related to data centres, internet of things and web monitoring. Regular IT risk assessments are
conducted to ensure that customer and organisational data is not compromised or destroyed.
• We have implemented stringent standard operating procedures to enable our employees to carry out their work while simultaneously
protecting the interests of our shareholders.
• The Group places significant emphasis on the health and safety of our employees, especially in the current pandemic situation. In response,
we have implemented several measures to foster a safe and healthy work environment. These measures encompass the provision of
Personal Protective Equipment to our employees, regular cleaning and sanitisation of our workplaces and equipment, and strict adherence
to government guidelines and regulations to prevent the spread of COVID-19.
• We are committed to providing our employees with a working environment that aligns with the International Labour Organisation’s Fair
Recruitment Initiative. We ensure that recruitment practices, whether national or international, are based on labour standards, developed
through social dialogue, and promote gender equality.
• We are committed to maintaining a discrimination-free workplace, where individuals are treated fairly and equitably, irrespective of their
race, colour, gender, religion, national origin, age, disability, genetic information, marital status, or any other legally protected classification.
• We are dedicated to empowering every employee to pursue their career aspirations, regardless of their personal characteristics or
backgrounds.
• We ensure that all our employees are recruited based on their skills and experience, following a fair and unbiased selection process.
• To assess employee performance, we conduct transparent and objective annual performance reviews, providing valuable feedback to our
staff.
• We offer a range of learning opportunities to our employees throughout their careers to ensure they acquire the necessary skills to excel in
their roles.
• We are committed to give back to the community through various initiatives, including donations and sponsorships via charity organisations.

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(c) Governance

• At Daythree, we acknowledge and understand the significance of good governance. Our Board recognises the value of a robust risk
management framework and internal control system in promoting good corporate governance, as stated in the Malaysian Code on
Corporate Governance 2021. By disclosing pertinent information related to sustainability, we aim to enhance the transparency of our
management practices. This will instil greater confidence in our organisation among our customers, stakeholders, communities, and the
general public.
• We have a zero-tolerance policy towards fraud, bribery, corruption, money laundering and the financing of terrorism. Therefore, we have
implemented an Anti-Bribery and Corruption Policy and Whistle-blowing policy, to enhance the transparency of the Group and provide a
better governance environment.
• We have also adopted a Personal Data Protection Act Policy, which complies with the Personal Data Protection Act, 2010 in order to protect
the personal data that we obtain from our customers, vendors, suppliers, service providers and/or employees.
• Our top priority lies in assessing quality and safety from a technical standpoint and had obtained the following certifications:

Certificate Award Body


ISO 18295-1:2017 SIRIM QAS International
ISO / IEC 27001:2013 QRC Assurance and Solutions Pvt Ltd
ISO 9001:2015 SIRIM QAS International
PCI-DSS Payment Card Industry Data Security Standard
Certificate of Merit for Best Practices in Information Technology GBS Asia Awards 2020 organised by GBS Malaysia and
Certificate of Merit for Best Practices in Business Continuity Plan PIKOM

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6. INFORMATION ON OUR GROUP (Cont’d)

6.12 EMPLOYEES
The breakdown of our Group’s employees for the FYE 2019 to 2022 and up to LPD is as follows:

Number of employees
As at 31 As at 31 As at 31 As at 31
Department / Division December 2019 December 2020 December 2021 December 2022 As at LPD
Management level employees
- Key senior management team (including 6 6 6 7 7
Executive Directors)
- Finance, human resources and administration 11 11 13 20 21
- Business excellence and corporate office 1 1 2 5 5
- Digital transformation and information 8 10 12 10 17
technology

CX executive 1,092 1,182 1,427 1,472 1,800


Total 1,118 1,210 1,460 1,514 1,850

The following sets out the categories of our CX


executives:

Category of CX executive:
Operation manager and assistant manager 7 8 11 18 16
Team leader 49 68 75 84 93
Quality assurance 37 58 58 43 48
Work force management 5 11 13 15 20
Trainer 9 13 16 13 11
Administrative 7 9 8 12 9
Agent 978 1,015 1,246 1,287 1,603
Total 1,092 1,182 1,427 1,472 1,800

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6. INFORMATION ON OUR GROUP (Cont’d)

Number of employees
As at 31 As at 31 As at 31 As at 31
Department / Division December 2019 December 2020 December 2021 December 2022 As at LPD
By nationality
Malaysian 1,116 1,208 1,459 1,513 1,846
Filipino(1) 1 1 1 1 1
Indian 1 1 - - -
Burmese - - - - 2
Korean - - - - 1
Total 1,118 1,210 1,460 1,514 1,850

Permanent 15 15 15 65 512
Contractual(2) 1,103 1,195 1,445 1,449 1,338
Total 1,118 1,210 1,460 1,514 1,850

Notes:

(1)
Being Joma Paul Mariano Germentil, our Senior Manager, Business Excellence, who has a valid working permit.

(2)
The contract between the Company and its contractual employees is subject to yearly renewal and the contract may be terminate d by either party
with 1 month written notice.

As at LPD, we have 6 certified RPA professionals and 3 certified RPA trainers under the digital transformation and information technology department, and
4 managerial-level employees that are certified with COPC, 2 of whom are under the key senior management team, 1 in human resources team, and 1 CX
executive (Operation Manager).

There were no significant changes in the number of employees of our Group for FYE 2019 to 2022 and up to LPD.

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6. INFORMATION ON OUR GROUP (Cont’d)

None of our employees belong to any labour union and over FYE 2019 to 2022 and up to LPD, there is no labour dispute between our management and
our employees. Additionally, over FYE 2019 to 2022 and up to LPD, there has not been any incident of work stoppage that has materially affected our
operations. For the avoidance of doubt, during the first MCO, our CX operations for Client E was suspended for 2 weeks, as the line of business provided
for Client E was not deemed as an essential service initially. Additionally, during the MCO periods, our CX operations for a project from Client A in Iskandar
Puteri was temporarily suspended. Nevertheless, our business, financial position and financial performance were not materially affected by these
incidences. Please refer to Section 7.8.1 for the details of these incidences. Our Group has not encountered difficulties in recruiting CX executives nor any
mass resignation of CX executives over FYE 2019 to FYE 2022 and up to LPD that has materially affected our operations.

Further, we have put strong emphasis on the development of our people. We are dedicated to fostering a collaborative, employee-focused culture at
Daythree to deliver the high value services to our Clients. Some employee retention initiatives we have implemented include:

• Onboarding, learning and development perspective

Our new employees including CX executives will undergo 2 weeks of comprehensive induction session that are designed to instil our corporate culture.
The induction session promotes new friendship among the new hire, which helps increase employee engagement and retention. Our Group believes
that personal growth and career development opportunities is crucial, hence, we also conduct internal and external training programmes such as
functional and leadership skills training, data analytic programmes, and COPC compliance programmes to enable our CX executives to better handle
customers interactions which in turn provide a better quality of customer experience.

• Employee engagement

We conduct periodic company-wide employee satisfaction surveys to gauge and understand that employee sentiment and concerns. This helps us
develop action plans to address any gaps. We also plan employee engagement events and activities throughout for the year, to foster sense of
community among our employees.

• Operational governance

Our retention measures also seep in to our operational governance approach. We conduct constant coaching and feedback sessions to improve
operational outcomes and drive performance-based incentives. Our operations adopt a mentor-mentee concept and open-door policies, promoting
growth and innovation and a stronger sense of belonging.

We have continuous hiring on a weekly basis, which may increase in frequency depending on the need for projects. In terms of recruitment, we source
talent primarily through our digital marketing activities. In this regard, we utilise various social media platforms (such as Facebook, Instagram and TikTok)
to attract talents to submit their resumes and applications as these are platforms that are more relevant and appeal more to our target talent pool.

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6. INFORMATION ON OUR GROUP (Cont’d)

Additionally, we use online job portals to advertise vacancies available and participate in job career fairs organised by universities and other educational
institutions, as well as events organised by the government and government agencies such as Social Security Organisation (SOCSO). Further, the
involvement of our leadership team members in the Industry Advisory Board as well as Adjunct Mentors at educational institutions helps us with gaining
brand visibility with our potential hires.

Our talent screening practices involve a methodical approach with hiring assessments and interviews as an integral part of our talent screening process.
Talents are rated and profiled during this phase enabling us to identify not just the best, but also the most suitable candidates who will support our
respective line of business that we are hiring for.

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7. BUSINESS OVERVIEW

7.1 INCORPORATION AND HISTORY

Our Company was incorporated in Malaysia under the Act as a private limited company on 11
August 2022, under the name of Daythree Digital Sdn Bhd, as a special purpose vehicle to
facilitate the listing of our subsidiaries, Daythree Services, Daythree Services SG and Daythree
Solutions on the ACE Market. Our Company was converted to a public limited company on 28
September 2022 and changed to our present name. Our Group is principally a GBS service
provider focusing on CX lifecycle management services enabled by in-house developed digital
tools.

For the purposes of our Listing and to achieve our current Group structure, on 27 September
2022, we entered into a conditional share purchase agreement with Daythree Services for the
Acquisition of Daythree Services SG for a cash consideration of SGD1.00 and the Acquisition
of Daythree Solutions for a cash consideration of RM2.00. Subsequently on 29 September
2022, we entered into a conditional share purchase agreement with Daythree Services
Vendors for the Acquisition of Daythree Services for a purchase consideration of
RM20,143,200 which was wholly satisfied by issuance of 369,599,997 new Shares at an issue
price of RM0.0545 per Share. Please refer to Section 6.2 for the details of Acquisitions, all of
which were completed on 9 May 2023. Thereafter, Daythree Services, Daythree Services SG
and Daythree Solutions became our wholly-owned direct subsidiaries.

The history of our Group can be traced back to April 2016 when Dayspring Capital, a company
co-owned by Paul Raymond Raj A/L Davadass holding 50.0% and Datuk Maglin A/L Dennis
D’Cruz (“Datuk Maglin”) holding 50.0% entered into an agreement with Kannal Services
(then a dormant company owned by Kannaltec Berhad, then listed on ACE Market) to
subscribe for 200 new ordinary shares for a cash consideration of RM200 and purchase the
remaining 100 existing ordinary shares in Kannal Services for a cash consideration of RM100.
At the point in time, Datuk Maglin was a non-executive director and was a silent investor. For
information, the subscriber shareholders of Dayspring Capital upon its incorporation are
Shairah Begum Binti Kadar Bashah and Fatimah Binti Sulaiman holding 1 ordinary share each.

Subsequently, Paul Raymond Raj A/L Davadass used Kannal Services as a vehicle for a
management buyout by arranging for Kannal Services to purchase the business from Kannal
Solutions (a subsidiary of Kannaltec Berhad that was involved in the provision of telemarketing
contact centre services) by way of a management buyout agreement. The following
transactions were undertaken for the management buyout:

(a) a total cash consideration of RM200 was paid to Kannal Services for the subscription of
200 new ordinary shares in Kannal Services;

(b) a total cash consideration of RM100 was paid to acquire their remaining 100 ordinary
shares in Kannal Services; and

(c) subsequently, a total cash consideration of RM2.1 million was paid to Kannal Solutions
for the business of Kannal Solutions to Kannal Services based on a business valuation
conducted by an independent adviser, who assessed the business of Kannal Solutions
using an income approach, which arrived at a range of values of up to approximately
RM2.2 million.

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Prior to the management buyout, Paul Raymond Raj A/L Davadass, had joined Kannal
Solutions in June 2009 as the Chief Executive Officer. He tendered his resignation in February
2016 to undertake the management buyout. As part of the terms of the management buyout,
5 existing contact centre services contracts were novated to Kannal Services. Upon the
completion of the management buyout on 1 June 2016, Kannal Services assumed its current
name, Daythree Services.

Concurrently with the management buyout, Paul Raymond Raj A/L Davadass also required
financing for the working capital of Daythree Services, and had obtained the participation of
other passive investors in Dayspring Capital, namely Datuk Maglin, Villakanu A/L Alagesan
(“Villakanu”) and Marina Binti Abu Bakar (“Marina”) to provide financial help to Daythree
Services via shareholders’ loans over the years. These passive investors joined Dayspring
Capital as shareholders between 2016 to 2019.

Particularly, on 17 November 2016, Paul Raymond Raj A/L Davadass, Datuk Maglin and
Villakanu subscribed for 29, 39 and 30 ordinary shares in Dayspring Capital respectively at
RM1 per ordinary share. For avoidance of doubt, this subscription of share was undertaken
not to raise capital but for Datuk Maglin to reduce his shareholdings in Dayspring Capital from
50% to 40% and at the same time allow for Villakanu and Marina to acquire interest in the
company. On 5 April 2019, Datuk Maglin then sold his entire shareholdings to Marina Binti
Abu Bakar (“Marina”) for a total cash consideration of RM40, resulting in Paul Raymond Raj
A/L Davadass holding 30.0% and 2 passive investors, namely Villakanu holding 30.0% and
Marina holding 40.0%. Both Villakanu and Marina later divested their shareholdings in 2021,
the details of which are set out below.

Shareholders’ reorganisation

In 2021, the shareholdings in Daythree Services were restructured with the following
acquisitions:

(a) On 8 October 2021, Cloud Marshal, one of our Specified Shareholders acquired 70.0%
equity interest of Daythree Services from Dayspring Capital via cash consideration of
RM25.0 million. The purchase consideration was based on PE Multiple of 6.3 times,
based on the estimated PAT of Daythree Services of RM5.6 million for FYE 2020. The
resulting shareholders of Daythree Services was Dayspring Capital (30.0%) and Cloud
Marshal (70.0%).

(b) As part of Cloud Marshal’s investment in Daythree Services, it was agreed that the
existing shareholders of Daythree Services would commit to spearhead the future
business growth of Daythree Services. As Villakanu and Marina were passive
shareholders and did not wish to further participate in the future growth of Daythree
Services, they agreed to exit in the following manner:

(i) RM22.7 million of the RM25.0 million sale proceeds received by Dayspring Capital
were distributed by way of dividend to the shareholders of Dayspring Capital at
the time, namely Villakanu (30.0% or RM6.8 million), Marina (40.0% or RM9.1
million) and Paul Raymond Raj A/L Davadass (30.0% or RM6.8 million) which
was fully renounced in proportion to Villakanu (RM2.9 million) and Marina (RM3.9
million);

(ii) The remaining amounts from the sale proceeds were used to pay RM1.4 million
of amounts owing to Villakanu and Marina and professional fees of RM0.9 million;
and

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(iii) Thereafter, on 20 October 2021, Paul Raymond Raj A/L Davadass (30.0%)
acquired 30 ordinary shares and 40 ordinary shares which are the remaining
70.0% equity interest of Dayspring Capital from Villakanu (30.0%) and Marina
(40.0%) respectively via cash consideration of RM10 each shareholder. The
purchase consideration was arrived based on “willing-buyer willing seller” basis
after taking into consideration the net asset position of Dayspring Capital of
approximately RM100 after accounting for the events of the shareholders’
reorganisation. Thereafter, he became the sole shareholder of Dayspring Capital.

(c) It is Cloud Marshal’s policy not to hold controlling stakes in its investments and instead,
have the shareholders who are managing the business operations hold the controlling
stake. As such, Cloud Marshal undertook the following steps to divest 40.0% of its
equity interest in Daythree Services:

(i) On 30 December 2021, Dayspring Capital acquired 20.0% equity interest of


Daythree Services from Cloud Marshal via cash consideration of RM7.2 million
(on the same basis as its original cost of investment). The resulting shareholders
of Daythree Services was Dayspring Capital (50.0%) and Cloud Marshal (50.0%).

(ii) On 7 January 2022, BLM Holdings, our Pre-IPO Investor acquired 20.0% equity
interest of Daythree Services from Cloud Marshal via cash consideration of RM7.5
million. The purchase consideration was based on PE Multiple of 6.7 times, based
on the audited PAT of Daythree Services of RM5.6 million for FYE 2020. The
resulting shareholders of Daythree Services was Dayspring Capital (50.0%),
Cloud Marshal (30.0%) and BLM Holdings (20.0%). BLM Holdings holds its
investment in Daythree Services through Kenanga Investors Berhad-client’s trust
account in RHB Trustees. Kenanga Investors Berhad had assisted to source for
and eventually identified BLM Holdings for Cloud Marshal. Kenanga Investors
Berhad is a discretionary fund, who does not have any other role with our Group
apart from facilitating the investment by BLM Holdings.

7.2 KEY MILESTONES AND ACHIVEMENTS

7.2.1 Key milestones

Since our establishment in 2016, Daythree Services has been involved in the provision of CX
lifecycle management services. The table below sets out the key events and milestones in the
history and development of our business:

Year Key milestones


2017 In January 2017, we secured our outsourced management services contract
from Client G, to provide customer care support for its customer care line,
and related supporting functions such as recruitment, training, quality and
performance monitoring. Client G had continued to renew its contract with
us over the years. Following an open tender exercise in 2020, Client G had
awarded a new contract to us in 2021.

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Year Key milestones


We tapped into opportunities to undertake complex outsourced process to
enhance our CX operation’s knowledge.

• We partnered with an Indian international GBS service provider to


manage CX projects for the international travel and hospitality industry
where we consulted, streamlined and managed the airlines flights
booking and rescheduling operations.

• In December 2017, we expanded into telecommunications & media


segment when we secured a contract from Client E to provide revenue
generation services which include telesales for converged
telecommunications and digital services.

2019 We expanded into e-commerce & retail and fintech & financial services
segments.

• In September 2019, we secured a contract from an e-commerce


platform provider to provide customer care support services.

• In November 2019, we secure a contract from a digital financial service


provider to provide customer care support services which include
handling inquiries received from primarily non-voice channels.

2021 • We secured a contract from Client F, a Client in the energy & utilities
segment, to provide customer care support services.

• In line with technology advancement, we enhanced our C-LOG (Case


Logger) with RPA and subsequently, rebranded and first implemented it
as DAISY, an AI digital assistant tool with RPA and SAIGE, an analytical
and reporting platform, in our CX operations.

2022 • In August 2022, we secured a contract from an e-commerce platform


provider to provide customer care support services.

• In November 2022, we secured a contract from a new client in travel


and hospitality segment to provide customer care support services. We
also secured a contract from a financial service provider to provide
revenue generation services.

7.2.2 Key achievements

Since our establishment in 2016, we have received a number of awards in recognitions of our
digital, operational and people excellence, as summarised in the table below:

DIGITAL EXCELLENCE

Year Key achievements


2017 • Top 10 APAC Robotic Process Automation Companies recognised by CIO
Advisor APAC for excellence in delivery of RPA solutions in the Asia Pacific
region

Nomination fee: USD2,000 per entry for nomination of the award

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7. BUSINESS OVERVIEW (Cont’d)

Year Key achievements


2019 • Best Digital Innovation Award, awarded by CCAM for delivering digital
innovation to enhance CX and agent efficiency

Nomination fee: RM1,000 per entry for nomination of the award

• Gold Award of the Contact Centre Asia Pacific Innovations Award 2019,
awarded by Contact Centre Association of Asia Pacific, for delivery of
innovation to our Clients

Nomination fee: None

• Malaysian Global Digital Icons Award at Asian-Oceanian Computing


Industry Organisation (“ASOCIO”) ICT Awards 2019, by PIKOM and
ASOCIO for demonstrating excellence in digital transformation

Nomination fee: None

2020 • Winner Award for the Contact Centre Best Practices Business Process
Transformation; and Certificate of Merit for Best Practices in Information
Technology and Best Practices in Business Continuity Plan at GBS Asia
Awards 2020 organised by GBS Malaysia and PIKOM

Nomination fee: RM1,200 per entry for nomination of the award

2021 • Winner Award for the Best Practices in Business Process Transformation
at GBS Asia Awards 2021 organised by GBS Malaysia and PIKOM

Nomination fee: RM1,200 per entry for nomination of the award

2023 • Winner Award for the Best Automation Organisation of the Year at GBS
Asia Awards 2022/23 organised by GBS Malaysia and PIKOM

Nomination fee: RM1,500 per entry for nomination of the award

• Winner Award for the Best Digital GBS Provider of the Year at GBS Asia
Awards 2022/23 organised by GBS Malaysia and PIKOM

Nomination fee: RM1,500 per entry for nomination of the award

• Winner Award for the Best Digital Transformation Provider of the Year at
GBS Asia Awards 2022/23 organised by GBS Malaysia and PIKOM

Nomination fee: RM1,500 per entry for nomination of the award

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7. BUSINESS OVERVIEW (Cont’d)

OPERATIONAL EXCELLENCE

Year Key achievements


2018 • GBS Iskandar Avant-Garde Award, awarded by i2M Ventures Sdn Bhd (a
wholly-owned subsidiary of Iskandar Investment Berhad) for outstanding
business achievement

Nomination fee: None

2019 • Winner Award for Operational Excellence in Contact Centre at GBS Asia
Awards 2019, organised by PIKOM

Nomination fee: RM1,200 per entry for nomination of the award

2020 • Winner Award for the Contact Centre Operational Excellence at GBS Asia
Awards 2020 organised by GBS Malaysia and PIKOM

Nomination fee: RM1,200 per entry for nomination of the award

2021 • Winner Award for the Best Practices in Business Process Transformation
at GBS Asia Awards 2021 organised by GBS Malaysia and PIKOM

Nomination fee: RM1,200 per entry for nomination of the award

2022 • Gold Award for the Best New Contact Centre Project (Outsourced
Inbound) awarded by CCAM for demonstrating best in class process,
resource management and has implemented strategies that are centric
to the needs of Customer / Clients

Nomination fee: RM1,000 per entry for nomination of the award

• Silver Award for the Best Use of Data Analytics in a Contact Centre
awarded by CCAM for implementing the best data mining, process in
collecting, measuring, and optimising data and KPI metrics resulting in
operational and business excellence

Nomination fee: RM1,000 per entry for nomination of the award

• Gold Award for the Best Data Security Practices in a Contact Centre,
awarded by CCAM for placing effective data security practices in
safeguarding customers / employee information

Nomination fee: RM1,000 per entry for nomination of the award

• Silver Award for the Best Outbound Contact Centre (Outsourced


Outbound), awarded by CCAM for delivering best in class process,
resource management and implemented strategies that are centric to the
needs of Customer / Clients

Nomination fee: RM1,000 per entry for nomination of the award

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7. BUSINESS OVERVIEW (Cont’d)

PEOPLE EXCELLENCE

Year Key achievements


2018 • Employer of Choice Award at the Malaysia International HR Awards,
awarded by the Malaysian Institute of Human Resource Management for
the development of our human capital talent

Nomination fee: None

2019 • Life at Work Awards by Talent Corporation Malaysia Berhad for diversity
and inclusion of our employees

Nomination fee: None

The organisations that grant the awards comprises reputable government agencies or industry
associations such as PIKOM (including GBS Malaysia), CCAM, ASOCIO, and Talent Corporation
Malaysia Berhad.
Some of the awards listed above require a nomination fee to be paid. However,
notwithstanding the nominal fees paid, our Group is still subject to a selection processes,
which involves review and screening by an independent panel of judges.

7.3 PRINCIPAL ACTIVITIES

We are a GBS service provider focusing on CX lifecycle management services enabled by our
in-house developed digital tools. GBS is the evolution of the shared services model and service
outsourcing model. The shared services model and service outsourcing model mainly deliver
traditional transaction functions (such as payroll and accounting) that focus on process
efficiency improvement and cost reduction, whereas GBS provides services beyond traditional
transaction functions and has a wider scope and expertise to deliver high-value generating
functions such as consulting and business analytics.

The CX lifecycle is a series of steps that a Customer completes throughout its process of being
a customer. We depict it in 4 stages: acquisition, engagement, retention and feedback. Our
Group offers a range of services at all stages of the CX lifecycle, as a GBS service provider.
These CX lifecycle management services are further detailed in Section 7.3.1.

Our CX lifecycle management services involve the setting up of CX delivery offices at either
our premises or at our Clients’ premises, which will house the CX executives that we employ
to provide all our CX services.

For most of our CX services, our CX delivery office primarily functions as a contact centre that
facilitates communications between our Clients and their Customers, such as providing
customer care support and/or facilitating the acquisition of Customers (where the Client
establishes contact with a new Customer with the hope of converting from a prospect into a
paying Customer), and providing after-sales customer support and care services such as
responding to enquiries and technical support.

Our CX delivery offices also facilitate the provision of our other CX lifecycle management
services (where communications between Client and Customer is not a primary function, but
are required from time to time), namely receivables management, content moderation, back
office and transactional processing. For the avoidance of doubt, all our CX services may be
offered on a standalone basis.

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7. BUSINESS OVERVIEW (Cont’d)

We manage both voice and non-voice communication channels such as calls, emails, chat
messaging, social media platform, AI-powered chat bots and in-app interactions to engage
with the Customers.

We provide our CX lifecycle management services to Clients across diverse industries such as
energy & utilities, telecommunications & media, fintech & financial services, construction, e-
commerce & retail, healthtech and travel & hospitality.

Our Group’s business segment is summarised in the following diagram:

CX lifecycle management services enabled by in-house developed digital tools


Business Segment

Supported by 3 in-house developed digital tools, namely DAISY, FAITH and SAIGE

• Customer care support • Revenue generation


Type of CX Services • Helpdesks and technical support • Receivables management
• Content moderation • Back office and transactional processing
• Customer retention management

Principal Market Malaysia

• Energy & utilities • E-commerce & retail


Client Segment • Telecommunication & media • Healthtech
• Fintech & financial services • Travel & hospitality
• Construction

7.3.1 CX lifecycle management services

We formulate strategic CX lifecycle management services to assist our Clients on the


following:

(a) Customer care support

We provide 24/7 customer care support in multiple languages, which involves


responding to Customers’ general enquiries and concerns as well as to inquire more
information thereafter in order to further assist on the Customers’ needs.

(b) Helpdesks and technical support

We provide helpdesks and technical support, available 24/7 and in multiple languages,
namely English, Bahasa Malaysia, Mandarin and local Chinese dialects (i.e. Cantonese
and Hokkien), which involves providing more specialised assistance with technical
issues that Customers may encounter. This includes troubleshooting software or
hardware problems, resolving connectivity issues, and providing guidance on how to
set up systems or equipment.

(c) Content moderation

We assist Clients to monitor and filter the social media content for compliance which
may affect the CX. We perform assessment and screening of user-generated content
that are uploaded to our Clients’ or social media platforms such as Facebook and
Instagram, ensuring that the information published are correct and ensure they are
free from errors and any illegal or copyrighted content.

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7. BUSINESS OVERVIEW (Cont’d)

(d) Customer retention management

We assist Clients in managing their customer’s loyalty and satisfaction to improve the
customer retention rates. We implement strategies such as offering personalised
messages, rewards and discounts, and loyalty programme benefits to build customer
loyalty among existing Customers and improve their experiences with our Clients’
products or services.

(e) Revenue generation

We assist Clients to manage and improve their sales cycles, such as telesales to the
Customers to inform and update on Clients’ new products and promotions launch.

(f) Receivables management

We perform debt monitoring, handles remittance and credit collection processes on


behalf of our Clients.

(g) Back office and transactional processing

We provide administrative and support function services such as order fulfillment,


application processing and validation, billing and collection, and payroll, all of which
can increase the efficiency and effectiveness of our Clients’ operations.

Our services are managed and operated by trained CX executives, and we employ in-house
developed digital tools in facilitating their tasks to increase efficiencies and improve response
time, thereby offering a unique brand experience.

The CX services which we offer may span across all customer lifecycle stages from customer
acquisition, engagement, retention to feedback. The following depicts the four 4 stages in a
CX lifecycle and our corresponding services:

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7. BUSINESS OVERVIEW (Cont’d)

CX lifecycle
management Examples of CX lifecycle
process Description management service
Stage 1 – This is the primary stage where We assist our Client with customer
Customer our Clients establishes contact acquisition through customer care
acquisition with a new Customer with the support and revenue generation
hope of converting from a services, to increase our Client’s
prospect into a paying customer base and revenue.
Customer.

Stage 2 – After acquiring the Customer, We handle customer engagement


Customer Clients require increased by solving or troubleshooting any
engagement customer engagement with issues the Customer may experience
their brand. Customer and also reaching out to Customers
engagement ensures a and informing them of new features
Customer’s loyalty to the and offers related to our Client’s
brand. services.

Stage 3 – Retaining existing Customers is When there are Customers that wish
Customer an important part of CX to terminate our Client’s products or
retention lifecycle management as it services, they will be contacted by
ensures continuous business us to understand the root cause and
growth and stronger brand to provide those Customers with the
loyalty. required incentives to continue with
our Client’s services.

Stage 4 – This stage allows Clients to gain We handle Customers’ feedback and
Customer Customers’ insights and assess satisfaction through surveys during
feedback loyalty to their brand. the Customers’ interactions.

Through our services’ offering, our Clients engage us to acquire, engage, retain and obtain
feedback and insights from the Customers to improve business performance, identify and
implement customer-facing and back-office process improvements.

7.3.2 In-house developed digital tools

To deliver our CX lifecycle management services efficiently, we utilise in-house developed


digital tools in our operations, that are designed to optimise CX while improving our Clients’
operational performance. We identify the key areas of Clients’ operations that are suitable for
adoption and integration of emerging technologies in their business processes which
streamline workflow and improve efficiency, thereby creating added value for our Clients.

We use emerging technologies such as RPA that automate and simplify complex business
processes to focus on more specific and targeted areas; mobile applications to create new
channels of communication; AI technology that can respond automatically to enable
customers’ self-service; data analytics that enable our Clients to assess their business
performance based on the key metrics (such as customer satisfaction score, first response
time and percentage of complaints) as well as discover actionable insight to improve
operational performance.

We currently own and utilise 3 in-house developed digital tools, namely, DAISY, SAIGE and
FAITH to facilitate and support our CX operations.

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7. BUSINESS OVERVIEW (Cont’d)

• DAISY is an AI associate assistant tool with RPA that enables our CX executives to
handle Customer’s interactions more efficiently across all channels of communication.
When a CX executive handles a Customer’s interaction, DAISY automatically identifies
and tracks the customer information (i.e., the customer data, product/service
information) from associated system, and assist to fill in the enquiries/issues lodged
into the system. DAISY also disseminates the customer information, enquires/issue to
the associated systems to ensure data is captured accurately and consistently across
the Client’s associated systems.

• DAISY is not designed to collect or store personal data (as defined by Personal Data
Protection Act 2010 (PDPA). It merely stores certain customer data such as name and
address, so as to assist our CX executive with a view of expediting the resolution to
the Customer. Therefore, we collect no personal data from any data subject.

The Customer has, as a data subject, consented in favour of our Client, as the data
user, for such data to be processed in accordance with the PDPA pursuant to the
contract made between the data subject and our Client.

Our Clients allow us to process the data using DAISY in reliance on the confidentiality
obligations imposed on us pursuant to contracts with our Clients. We return all data
shared by Customers on expiration or termination of contracts made with our Clients.
In this respect, we have put in place adequate security measures which include,
amongst others:

(a) implementation of technology risk management framework that governs


technical and organisational security measures such as penetration testing,
vulnerability testing and risk assessment policies;

(b) all employees are required to sign a confidentiality agreement;

(c) ISO/IEC 27001:2013 certified to implement best practice and compliance


procedures for data security;

(d) access control to ensure that employees are unable to access Universal Serial
Bus (USB) ports, websites not relevant to project requirements as well as
removing access to print function;

(e) imposition of stringent clean desk policies. For example, our CX executive’s
mobile devices are deposited in lockers and prohibited in the operational areas
of our CX delivery office;

(f) conduct data confidentiality awareness training session during employees’


onboarding session and periodic PDPA refresher training; and

(g) limiting the handling of personal data to authorised personnel only.

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7. BUSINESS OVERVIEW (Cont’d)

The abovementioned security measures enable us to protect against unauthorised


access of confidential information that may arise from security breaches and cyber-
attacks.

• SAIGE is our integrated data analytics and reporting platform, embedded with AI digital
assistant tool, that gathers data from every Customer’s interactions and captures into
one analytics platform for analysis, interpretation and recommendations for
improvement. SAIGE includes key features such as data visualisation, visual analytics,
interactive dashboarding and Key Performance Indicator (“KPI”) scorecards. It also
provides analytical insights incorporating descriptive analytics, which enable us to
forecast future operational performance requirements based on current and historical
data.

• It is also a real-time visualisation dashboard that enables Clients to assess their


business performance based on the on-going key performance measures such as
customer satisfaction score, first contact resolution, average handling time, the number
of calls answered within a certain number of seconds and abandoned call rate.

• FAITH is our employee engagement web-based application that streamlines


scheduling, payroll, communication, and performance feedback regardless of our
employees are working from office or remotely. FAITH is equipped with real-time push
notification for work-shifts and attendance records, CX executive’s mood tracker for
employee’s engagement and satisfaction and performance evaluation reports. These
features enable our Group to identify targeted areas for improvement and employees’
training and coaching. As our Group’s CX executives do not have access to
communication tools such as emails for security reasons, FAITH acts as the primary
tool of communication. To FAITH, performance indicators and feedback are used to
measure employee performance and satisfaction, and allows us to help sustain positive
levels of employee satisfaction and promotes transparency across all stakeholders.

The deployment of DAISY and SAIGE into our operations helps to handle mundane and
repetitive talks while our CX executives can focus on delivering a personalised CX services,
whilst FAITH helps in improving employee performance, satisfaction, and in turn, retention.
Please refer to Section 7.7 of this Prospectus for details on the technologies used.

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7. BUSINESS OVERVIEW (Cont’d)

7.3.3 Revenue model

Our contracts are typically structured as a master service agreement that embodies the key
terms of our engagement with our Clients. Revenue of our Group is calculated based on the
terms of the contract with our Client. The general pricing models for our contracts consists of
the following:

(a) Transaction / Outcome based model – Fee charged based on per Customer’s
interactions and/or sales conversion in which fees are charged for every sale closed
and successfully activated;

(b) Full time equivalent (FTE) model – Fixed fee calculated based on total number of CX
executives; and

(c) Productive hours model – Fee charged on the actual productive hours of the CX
executives.

For avoidance of doubt, our contract with our Clients may consist of one or more of the
abovementioned pricing models. In addition, the various types of CX services offered including
receivable management, back office and transactional processing may also form part of the
scope of works that are outlined in the contracts with our Clients.

The same pricing models apply to receivable management and back office and transactional
processing. Specifically, the transaction / outcome based model may be applied to receivables
management, where revenue is calculated per interaction, which is measured per outbound
call. Back office and transactional processing are generally priced on the full time equivalent
(FTE) or productive / billable hours basis.

Our Group negotiates the revenue model with our Client based on the predictability of CX
services interaction volume. For example, a contract which CX service volume is predictably
low or unpredictable may be negotiated on a full time equivalent (FTE) model or a productive
hours basis, as both models will result in more consistent revenue, whereas a contract with
higher volumes are more likely to be negotiated under a transaction / outcome based model.

Selected CX projects

Our past and ongoing CX projects for the FYE 2019 to FYE 2022 and up to LPD are as follows:

Contract/
Client Scope of work Service period Revenue model
Client A Hiring and payroll • 1 April 2016 to 31 Combination of
services March 2023 transaction / Outcome-
(renewed for an based model and full time
additional year to equivalent (FTE) model
31 March 2024)

• 1 April 2016 to 31
December 2021

Revenue generation • 1 April 2016 to 31


December 2021

• 1 April 2016 to 14
June 2021

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7. BUSINESS OVERVIEW (Cont’d)

Contract/
Client Scope of work Service period Revenue model
Client B Hiring and payroll 1 April 2016 to 24 Full time equivalent (FTE)
services November 2020 model

Client C Customer care support 1 March 2019 to 28 Transaction / Outcome-


February 2024 (with based model
an option to renew for
an additional year to
28 February 2025)

Client D Customer care support 1 October 2019 to 31 Full time equivalent (FTE)
December 2022 model
(automatically
renewed for an
additional year to 31
December 2023)

Client E Revenue generation 1 December 2017 to Combination of


30 November 2023 transaction / Outcome-
based model and full time
equivalent (FTE) model

Client F Customer care support 1 July 2021 to 30 June Full time equivalent (FTE)
2024 model

Client G Customer care support • 1 November 2017 Combination of


to 31 May 2023 transaction / Outcome-
(with option to based model and full time
renew for a further equivalent (FTE) model
2 years)*

• 26 November 2018 Combination of


to 31 May 2024* transaction / Outcome-
based model and full time
equivalent (FTE) model

Back office and • 1 January 2023 to Combination of


transactional 31 December 2024 transaction / Outcome-
processing (with option to based model and full time
renew for a further equivalent (FTE) model
1 year)

• 1 January 2023 to Combination of


31 December 2023 transaction / Outcome-
(with option to based model and full time
renew for a further equivalent (FTE) model
1 year)
Note:

*
We may negotiate and subsequently enter into contracts with different subsidiaries /
business arms, or for different scopes of work for the same Client. As such, these
contracts have different contract / service periods.

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7. BUSINESS OVERVIEW (Cont’d)

7.4 BUSINESS PROCESS

The diagram below represents our business process, which applies to all the services we
provide:

(a) Assessment and evaluation of Client’s need

We initiate each project with an assessment and evaluation of the current and existing
state of operations of our Client and/or prospective Client to determine their
requirement and needs. We will meet with the Client to understand their requirements
and budget, assess their current customer service journey (that is the accumulated
experiences a Customer undergoes when they decide to interact with a brand, or
purchase a service or product), roles and reporting relationships, technology
infrastructure, identifying weakness and gaps in their operational workflow, evaluating
areas for improvement and processes to be redesigned and re-engineered.

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7. BUSINESS OVERVIEW (Cont’d)

We will conduct an assessment to identify process gaps, provide our proposal to


optimise workflows and identify tasks that can be automated with the deployment of
our in-house developed digital tools.

Based on these factors, we will propose a high level CX strategy that is mapped to the
prospective Client’s overall vision and mission; and determine the type of services
required to support the Client’s business needs.

(b) Solution design

With the information gathered through the assessment and evaluation of the needs of
our Client and/or prospective Client, we will then propose options for a total solution
design by piecing together the number of CX executives with the right skills to deliver
an improved process by optimising workflows, together with a proof of concept on our
in-house developed digital tools. After a period of consultation and if our Client and/or
prospective Client agrees with the proposed solution and timeline, we will then provide
a detailed design plan of the solution, which includes, amongst others, the related tools
and software required as well as setting out the timelines for all deliverables and
resource allocation.

(c) Acceptance of proposal

We will liaise with our Client and/or prospective Client to finalise the proposed solution
design. A proposal detailing the costing, project scope, timeline, deliverables, and
payment terms will be submitted to our Client for approval and signed by our Client as
a proof of acceptance of the solution design. We are then formally engaged by our
Client as a service provider to deliver the solution.

Generally, it takes up to 3 months from the assessment and evaluation of Client’s needs
up to the acceptance of proposal by our Client.

(d) Solution planning and development

Upon acceptance of the proposal, we will then undergo planning and development of
the solution, generally including recruitment, onboarding and training of CX executives,
preparation of CX delivery office, system design and development.

The development of the solution begins with the recruitment of CX executives, where
we will formulate a hiring plan and initiate our recruitment activities based on the
resources needed. Our Client will generally provide its pre-existing training module and
initiate a training session with our internal training specialist to attain a better
understanding and knowledge of our Client’s products and services, procedures and
systems. In the event of the pre-existing training learning module is not provided by
our Client, our learning and development team will normally prepare the training
modules deemed necessary. Our aforesaid internal training specialist will then provide
the project-specific training programmes to our recruited CX executives. It takes 8 to
12 weeks to recruit the required number of CX executives and generally takes up to 2
weeks to train our recruited CX executives.

We will optimise the scheduling of our CX executives based on the historical and
forecasted interaction volumes to ensure adequacy of our CX executives to handle the
Customer’s interactions.

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7. BUSINESS OVERVIEW (Cont’d)

The preparation of CX delivery office involves the setting up of infrastructures as pre-


agreed by our Client during the solution design stage, which includes the purchase of
software, hardware and telecommunication network components.

Further, we will undertake system design and development based on the solution’s
specification, which includes customisation of the CRM system and reporting tools,
which will undergo user acceptance testing (UAT) upon completion.

Upon the completion of solution development, we will then deploy the solution into use
(i.e. go live) and operate the solution for our Client which we will start billing our Client
at this stage.

Generally, it takes 8 to 12 weeks for solution planning and development up to the


deployment of the solutions. For the avoidance of doubt, there are generally no charges
upfront for the development of the solutions or for any tasks which are automated with
the deployment of in-house developed digital tools as the costs incurred are amortised
in the revenue model. We price our contracts and revenue model accordingly when
including such solutions or in-house developed digital tools as mentioned in Section
7.3.3.

(e) Implementation / Operation of solutions (Delivery of CX services)

The contract period with Clients commences at the stage of implementation / operation
of solutions. At this stage, we will start billing our Clients based on the pricing model
as agreed in the contracts.

The implementation and monitoring of our CX services are continuous throughout the
project period. Our CX executives generally operate our solutions for our Clients in the
following manner:

(i) Receiving Customer’s enquiries / request / feedback

Our CX executives receive customers’ enquiries/request/feedback through both


voice and non-voice communication channels such as email and digital
communication and technology platforms such as messaging and social media,
AI-powered chat bots and in-app interactions.

(ii) Communicating and Understanding Customer’s request / feedback

Generally, we use DAISY and/or our Client’s CRM systems such as Salesforce,
Freshworks and Zendesk which contain information of the Customer such as their
name, telephone number, product or services subscribed, billing and payment
information. Based on the customer’s voice/text input, our CX executives will
proceed to identify the category of the enquiries/request/feedback such as
enquiry, service request, complaint and provide suggestion to assist the
Customer.

(iii) Resolving Customer’s request / feedback

For customer enquiries, our CX executives will attempt to resolve it during the
first interaction with the Customer. Our CX executives will respond accordingly
with a structured script as a guide.

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7. BUSINESS OVERVIEW (Cont’d)

For customer complaints, our CX executives will generate a service ticket and
when needed, may escalate it to our Group and/or the client’s department,
depending on the severity of the complaints. Where the complaint is escalated,
the said department will then handle the complaint accordingly and update our
CX executives, who will then reach out to the Customer to resolve the enquiry
or complaint.

If a follow-up is required, our CX executives will obtain more detailed information


from the Customer and transfer the Customer to a supervisor to assist the
Customer, where the said supervisor will respond to the respective Customer for
more detail information within a specified time (as agreed with our Clients based
on an agreed service level guarantee) and resolve the issue. At the same time,
our CX executives will maintain and update all required back office systems such
as application processing and validation, billing and collection.

There is no separate billing for the implementation of a solution. We charge


based on our revenue model as provided in the contracts with our Clients as
abovementioned in Section 7.3.3.

Our contacts with our Clients are typically for terms of 1 to 3 years terms, and
with renewal terms of up to 2 years. The notice period for renewal of our
contracts with Client generally ranges between 30 to 90 days.

It should be also noted that our Clients have the right to terminate their
agreements with us for convenience and for other reasons by giving advanced
written notice under the contracts, with the period of written notice ranging from
30 days to 60 days. Additionally, there will be no penalty charges as terminations
are allowed by either party giving written notice.

(f) Post-implementation and monitoring of service level

We are required to provide a certain minimum level of service quality under our Client’s
contracts. Our performance tracking is aided by our real-time data reporting and
analysis, which helps us to identify issues with individual level and project level
performance. Generally, we track metrics over 4 key performance measures.

Category of
performance
measures Description
Quality We measure the quality of service delivered by CX executive and,
these scores are typically subjective. Some examples are
customer satisfaction score which rate 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.

Efficiency We measure resource redundancy and the productivity of our CX


executive. Some examples are forecast accuracy which measures
how call and interaction load compare to the forecasted load,
average handling time which measures how long it takes on
average to resolve a Customer’s interactions, the utilisation rate
of the CX executive which measures total calls, chat and email
handled per hour.

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7. BUSINESS OVERVIEW (Cont’d)

Category of
performance
measures Description
Speed We measure the speed and convenience for a Customer to reach
us and these measures are typically objective. Some examples
are the number of calls answered within a certain number of
seconds (i.e., 80.0% of all calls answered within 30 seconds),
abandoned call rate which is the number of callers who hung up
the phone before the call is answered, and turnaround time which
measures the speed in which we complete a service ticket or close
an issue lodged by the Customer.

People We measure the ability of our operations to deliver consistent


performance and include measures such as employee
engagement scores and attrition rate.

A quality performance report will be submitted to our Client on a monthly basis. We


conduct a monthly meeting with our Client for performance review and improvement.

We may be awarded with a bonus if we exceed a certain performance level of service


or may be imposed with a penalty if we fail to meet the minimum level of service and
performance obligations stipulated in the terms of our contracts with Client. For FYE
2019, FYE 2020, FYE 2021 and FYE 2022, the service penalty imposed on us amounted
to RM0.9 million, RM0.03 million, RM0.3 million and RM0.2 million, which represented
approximately 2.5%, 0.1%, 0.5% and 0.4% of our revenue for FYE 2019, FYE 2020,
FYE 2021 and FYE 2022, respectively.

Penalties for our services are typically outlined in contracts with clients, based on
agreed service level guarantees tied to customer interactions (volume), interaction
quality, and handling time efficiency. However, during periods of mass hiring for new
and ongoing projects, our service level guarantees may be impacted as new hires
acclimate to their work. A penalty is typically imposed as a percentage of the revenue
earned if certain service level guarantees are not achieved.

7.5 PRINCIPAL MARKETS

Our revenue is solely generated from Malaysia. As of LPD, we are engaged by 22 Clients from
various industry segments as set out in the table below. The revenue contributions from the
client segment for FYE 2019 to 2022 are set out as follows:

FYE 2019 FYE 2020 FYE 2021 FYE 2022


Client segment RM’000 % RM’000 % RM’000 % RM’000 %
Energy & utilities 14,623 39.0 19,606 41.1 24,471 42.1 31,840 48.9
Telecommunications 17,592 47.0 16,203 34.0 18,568 31.9 15,236 23.4
& media
Fintech & financial 2,202 5.9 6,842 14.3 7,906 13.6 10,003 15.4
services
Construction 1,891 5.0 2,264 4.7 2,475 4.3 2,474 3.8
Others(1) 1,155 3.1 2,798 5.9 4,713 8.1 5,552 8.5
Total 37,463 100.0 47,713 100.0 58,133 100.0 65,105 100.0

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7. BUSINESS OVERVIEW (Cont’d)

Note:

(1)
Others consist of e-commerce & retail, healthtech and travel & hospitality.

7.6 SALES AND MARKETING STRATEGIES

We employ a consultative approach where the nature of our services requires close working
arrangements with our Clients. We initiate each project with an assessment and evaluation
of their business and operations before providing services to address the gaps and issues to
enhance the process.

Based on our sales and marketing strategies, below are the sales and marketing efforts that
we have undertaken:

(a) Direct consultative approach

Our prospective Clients are generally MNCs and large corporations that have unique
needs for business process outsourcing and/or improvement, and brand engagement
with their customers. Our sales efforts may come directly through a request for
proposal from prospective Clients or through a referral from an existing Client.

Our Corporate Strategy team handles and manages all new sales lead together with
our Managing Director, Paul Raymond Raj A/L Davadass. The team comprising of
Prabagaran A/L Chilatorai, Chiew Sin Kwang, Charanjit Kaur A/P Mohan Singh, Zaina
Haida binti Rahim, Callie Tan Poh Choo and Joma Paul Mariano Germentil ensure that
the optimum total solution is provided to our Clients. Callie Tan Poh Choo provides her
expertise from the commercial aspect of the business proposal. Upon the assessment
and evaluation of the prospective Client’s operational needs, she gathers the relevant
information for the IT and talent specifications required from the various related
departments. By relying on the said information, she prepares the estimated costing
needed to execute the CX operation for the prospective Client and thereafter determine
the pricing to be charged to our Client.

We engage in discussions directly with our prospective Clients to understand their


needs and requirements. We typically assess and evaluate a Client’s environment from
various aspects, which include its current customer service journey, roles and reporting
relationships and technology infrastructure to prepare a proposed solution design. This
approach provides us with the opportunity to gain understanding of the required
operational processes and allows us to provide suitable and tailored recommendations
relating to our services. This approach has been most effective as it enables us to
demonstrate our understanding of our Clients’ businesses and our expertise effectively.

(b) Corporate websites and social media platforms

Our official corporate website, www.daythree.co has comprehensive and up-to-date


information such as our services, awards, case studies, and thought leadership articles
and, providing our prospective Clients with convenience access to information which
will potentially enhance our market reach and exposure.

We regularly post updates such as our employees’ engagement activities, recruitment


drives and current trends and news on social media platforms such as Facebook,
Instagram, Twitter and TikTok, to increase our interaction with our employees, Clients
as well as the general public.

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(c) Network and association

We gained our public exposure and visibility in the GBS industry through the
appointment as a MD status company by MDEC since February 2017. We are also
involved in the Global Acceleration and Innovation Network (“GAIN”) programme by
MDEC to increase our profile in the global market.

In addition, we are committed to giving back to communities and in view of corporate


social responsibilities as an extension of our culture. We were appointed as MDEC’s
Data Technology Partners since October 2019 to help empower more Malaysian
businesses to embrace digital transformation and strengthen the nation’s position as
the region’s technology and digital hub.

Further, we have participated in conferences, seminars and virtual events organised by


the global and/or national industry associations. As a member in these associations,
such participation is significant as we are able to enhance our Group’s visibility and
expand our network of industry stakeholders. We are also able to gain feedback and
insight on latest GBS industry development to continuously enhance our CX lifecycle
management services and to generate new sales lead.

Our membership in various associations is listed as follows:

Membership Association /
Year (since) Network Description of the association
March 2018 CCAM CCAM was established with the
objective to promote globally Malaysia
as the preferred hub for the contact
centre industry.

February 2018 GBS Malaysia (formerly GBS Malaysia was founded in 2006 with
knowns as Outsourcing the aim to develop and promote
Malaysia) Malaysia as a high-value digital GBS
hub.

November 2019 Global BPO Alliance Global BPO Alliance consists of 17


companies globally which collectively
offer a variety of BPO multilingual
contact centre services with a single
point of contact.

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Membership Association /
Year (since) Network Description of the association
December 2020 PIKOM PIKOM consists of 1,000 active
members with the aim to improve
business climate in the interest of all of
its member companies and promote
industry growth.

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7. BUSINESS OVERVIEW (Cont’d)

7.7 TECHNOLOGY USED AND TO BE USED

Our Group utilises and leverages on software technology to operate and execute specific tasks on the computer. We use both open source and
commercially off-the-shelf software. We have developed 3 of our in-house developed digital tools, DAISY, FAITH and SAIGE, all of which are currently
used to facilitate and support our CX operations.
In-house developed digital tool Description

DAISY • Daisy is an AI associate assistant tool with RPA that enables our CX executives to handle Customer’s
interactions more efficiently across all channels of communication.

• When a CX executive handles a Customer’s interactions, DAISY automatically identifies and tracks the
Customer data. For example, product/service information from associated system, and assist to fill in
the enquiries/issues lodged in the form of CRM into the system. DAISY also disseminates the Customer
data, enquires/issue to the associated systems to ensure data is captured accurately and consistently
across the Client’s associated systems.

• It reduces the time required to identify the Customer’s data in the system and able to display all
necessary details associated with them in one screen. As a result of the deployment of DAISY into
our CX operation, our Clients’ Customers do not have to wait for our CX executives to deal with data
and to load all the details. This improves CX while reducing the average interaction duration.

As at LPD, we have 6 certified RPA professionals and 3 certified RPA trainers. The role of our certified
RPA professionals is to identify opportunities in process automation within our CX services to our Clients.
Our certified RPA professionals are equipped with the knowledge, expertise and skills to develop an RPA
solution that reduce the need for human interaction and possibility of data inaccuracy. As part of our
continuous improvement, our RPA professionals collect and analyse data to identify areas of improvement
in process automation in order to enhance our CX services to our Clients.

Our certified RPA trainers are responsible for developing an effective RPA learning plan and conducting
training sessions within our Group. Our certified RPA trainers combine a range of RPA topics as part of
the learning content, including the use of RPA to automate entire workflows of data entries, from data
gathering to logging, updating, processing, and validating data, enabling our employees to learn and build
the RPA skillsets. The RPA certification validates our level of RPA expertise which helps deliver the value
proposition of our CX services to our Clients.

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In-house developed digital tool Description

Currently, we in need of at least 12 RPA professionals and 5 RPA trainers to achieve sufficiency in these
roles. Our Group’s strategy is to identify and upskill existing employees as a way to increase the number
of RPA professionals. Further, we plan to assign those employees to ongoing RPA projects, allowing them
to gain practical experience and learn from experienced professionals. After completion of the RPA
projects, we will evaluate the employees' performance and send them for RPA certification course. Upon
the RPA certification, we will consider them as full-time RPA professionals.

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7. BUSINESS OVERVIEW (Cont’d)

The following is a screenshot of DAISY’s user interface, which illustrates the processing of a case with assistance of RPA.

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In-house developed digital tool Description

SAIGE • SAIGE is our integrated analytics and reporting platform, embedded with AI
digital assistant tool, that gathers data from every Customer’s interactions and
captures into one analytics platform for analysis, interpretation, and
recommendations for improvement.

• SAIGE includes key features such as data visualisation, visual analytics,


interactive dashboarding and KPI scorecards. It also provides analytical insights
incorporating descriptive analytics, which enable us to forecast future
operational performance requirements based on current and historical data.

• It is a real-time visualisation dashboard enables our Clients to assess their


business performance based on the on-going key performance measures. The
dashboards can produce charts that can be customized by various type of
performance metrics and date and time stamp view and assess individual or
team performance.

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7. BUSINESS OVERVIEW (Cont’d)

The following is a sample screenshot of SAIGE, displaying various statistics and parameters for analysis and/or monitoring.
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In-house developed digital tool Description

FAITH • FAITH is our employee engagement web-based application that streamlines


scheduling, payroll, communication, and performance feedback.

• FAITH is equipped with real-time push notifications and work schedule visibility,
where it allows shift notifications to be customised to each CX executive based
on their attendance records.

• FAITH also provides instant performance management feedback. It enables the


recording, review and evaluation of our CX executives’ performance during
Customer’s interactions. It has a built-in mood tracker which enables us to review
and understand our employee engagement and satisfaction.

• It contains features of the QA module which include calibration of quality reviews


with our Clients, evaluation of our CX executives’ strengths and weaknesses,
scheduled evaluation reports sent to leaders at regular intervals and QA
dashboard that shows all assigned, completed, and unassigned evaluations to
manage workload.

• FAITH allows our managers and CX executives to regularly discuss and identify
areas of improvement and employees’ training and coaching.

• FAITH helps to sustain positive levels of employee satisfaction and promotes


transparency across all stakeholders.

RPA bots We use a combination of secure enterprise automation software (software that
focused on improving the security and compliance of operations), and process
intelligent automation platform (software that focused on improving efficiency and
effectiveness of business processes) that are available in the market, for the
development of RPA bots. The RPA bots are then customised in-house by our RPA
certified employees to execute specific rules-based business processes.

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7. BUSINESS OVERVIEW (Cont’d)

The following is a screenshot of the FAITH user interface, displaying an attendance summary.

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7.8 INTERRUPTIONS TO BUSINESS AND OPERATIONS

Save for the interruption in our operations arising from the declaration of the movement
restrictions in Malaysia following the outbreak of COVID-19, our Group has not experienced
any interruption which has significantly affected our business during the past 12 months
preceding LPD.

7.8.1 Impact of COVID-19 on our Group

Our business and operations faced temporary interruption from the outbreak of the COVID-
19. The imposition of the first MCO effective from 18 March 2020 to 3 May 2020 by the
Government to contain the spread of the virus resulted in mandatory closure of all
Government and private premises, except those involved in essential services, unless written
permission was obtained from the relevant governmental departments/agencies.

Subsequent to that, the Government had implemented different forms of MCO from 4 May
2020 to 31 May 2021. Following the resurgence of COVID-19 cases in first half of 2021, the
Government implemented a four-phase recovery, known as NRP, whereby the Phase 1 NRP
is re-imposition of a nationwide lockdown beginning 1 June 2021. The phases of NRP vary
from one state to another, depending on the improvement of COVID-19 cases in each state
and the announcement by the Government. From 17 July 2021, the Government gradually
announced the transition of phases for states with lower record of COVID-19 cases, whereby
further relaxation of economic activities was granted to the respective states. Beginning 1
April 2022, Malaysia entered into the ‘Transition to Endemic’ phase whereby restrictions have
been further eased, which includes the removing limits on workforce capacity and restrictions
on business hours as well as allowing interstate travels.

Most of our Clients operate in the essential services sectors such as energy & utilities,
telecommunications & media and fintech & financial services. As such, our services were
deemed essential to support our Clients’ operations. We received approvals from MITI to
continue operating with specified guidelines and SOPs by the Government during various MCO
and NRP stages.

During the first MCO, our CX operations for Client E was suspended for 2 weeks, as the Client
was not an essential service provider. Additionally, during the MCO periods, our CX operations
for a project from Client A in Iskandar Puteri was temporarily suspended. Following the MCO,
our Group decided to cease the operation in Iskandar Puteri as it was no longer commercially
viable to operate from the said location. Accordingly, the contract with Client A was not
renewed upon expiry. Nevertheless, our business, financial position and financial performance
were not materially affected by these incidences.

In response to the COVID-19 pandemic, we have implemented a number of procedures and


strategies. We had implemented hybrid-work model for our employees, where our employees
are split into teams to work-from-home and at our offices in 2 separate locations. In addition,
we provided the necessary equipment to our employees that work from home in order to
support their work. We have also restructured and reorganised our management team into 5
teams where each team was responsible for different aspects of safeguarding the business
namely, preserved cash, revenue, customers, people and communication, and risk; and
conduct remote meetings twice daily to manage the critical situation and safeguard the overall
business operation.

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Although our Group did not experience reduced workforce during the different stages of MCO
and NRP, remote management of employees’ engagement poised to be one of the biggest
challenges during these uncertain times. In view of this, our Group took initiative to conduct
daily online meetings, constant communication on the latest happenings as well as virtual
social activities such as ‘Buka Puasa’ gathering to encourage our employees’ engagement and
motivation.

In order to maintain the confidentiality of our Clients’ information during COVID-19, we have
established the following, which include amongst others:

(a) Deployment of CX operation

The criteria of allow CX executives to work from home are as follows:

(i) CX executives that has a stable internet at home;


(ii) CX executives’ location is more than 10 kilometres away from the office premise;
(iii) selected senior CX executives only may work from home; and
(iv) work from home channel of interaction supports non-voice services.

(b) Virtual private network (“VPN”)

VPN licenses are established for all CX operations used for work-from-home situations
to allow access to our internal network. The CX operations at home have access to CRM
with end-to-end network encryption.

(c) Pre-requisite control measures configured for CX operations

Below are the security hardening and control measures set for each CX operation:

(i) access control (e.g. usage of two-factor authorisation and restricted internet
sites);
(ii) encryption of data at rest;
(iii) personal email is not accessible;
(iv) disabled printer access;
(v) USB ports disabled;
(vi) disabling print screen capabilities;
(vii) up to date operating system;
(viii) up to date anti-malware/antivirus signature;
(ix) all application and settings installed as per business requirement;
(x) security awareness training program;
(xi) signed data protection acknowledgement form;
(xii) CX executives under work from home status must fill in the work-from-home
form and obtain the approval from the operations manager before working from
home;
(xiii) asset management form signed by the operations manager and the CX
executives; and
(xiv) CX executives are not allowed to use their personal laptop.

Additionally, the following soft measures are also taken:

(a) brief on the importance of protecting Client’s data and the Personal Data Protection Act
(PDPA) and its implication;

(b) all CX executives have signed a non-disclosure agreement to reduce the risk of security
breach;

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7. BUSINESS OVERVIEW (Cont’d)

(c) all CX executives are obliged to adhere and sign the data protection acknowledgement
form;

(d) monitoring of the CX operation, especially from those CX operation assigned to CX


executives who are working from home;

(e) performing security awareness training programs via video conference; and

(f) broadcast data security information via our internal portal and tracked CX executives’
acknowledgment for each broadcast.

We do not expect any material impact to our CX operations from the impact of COVID-19 and
MCO.

In the event of any other outbreaks of contagious diseases in the future, we do not foresee
that this will materially affect our operation as we anticipate that the implementation of a
continuity of operation plans which include work from home policies may remain in place
after the pandemic as part of our continuity of operation procedures going forward.

7.8.2 Measures to commence and continue business operations

In response to the COVID-19 pandemic, our Group has established an emergency response
team to oversee the adherence of infection control measures to protect our employees and
Clients against potential COVID-19 infection. The infection control measures are in line with
the Government SOPs, which include amongst others:

(a) wearing of face masks in our offices;

(b) taking and recording of body temperature before entering our premise and their
temperature are updated into our in-house developed employee management system;

(c) frequent sanitising and washing of hands prior to entering our premise;

(d) ensuring no physical contact amongst employees, encouraging personal hygiene and
minimum 1 metre physical distancing while communicating or seating with each other;

(e) encouraging employees to restrict social meetings between our employees from
different projects and external social events;

(f) encouraging virtual meeting via Microsoft Teams, GoogleMeet and Zoom; and

(g) maximum 4 persons are allowed to be in the passenger lift while 6 persons in the
evacuation lift at all times.

For employee that have been tested positive for COVID-19, that particular employee will be
required to provide a copy of test result and a screenshot of home isolation or surveillance
order to our superior. The said employee will be required to undergo self-quarantine for a
period of 7 or 10 days, depending on the vaccination status and symptoms shown
(asymptomatic or symptomatic). Employee who has been identified as close contact will be
granted close contact quarantine leave or work from home arrangement (depending on
respective project’s feasibility or Client’s approval). For close contact employee who has
received booster shot and does not show any symptoms, with negative self-test result on first
day and third day will be resume working as normal. For fully vaccinated close contact
employees who had a COVID-19 infection within the last 60 days will not be required to
undergo self-quarantine.

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7. BUSINESS OVERVIEW (Cont’d)

To comply with the SOPs imposed since 18 March 2020 and up until LPD, our Group has
incurred expenses of approximately RM191,000 in aggregate which includes the purchase of
sanitizers, disinfectants, facial recognition and temperature checking equipment, and personal
protective equipment as well as COVID-19 testing costs. We have received government
incentives of RM2.0 million in aggregate in relation to the wage subsidy programs. Despite
the stringent measures undertaken by our Group to contain the spread of COVID-19 in the
workplace, our Group was issued summonses by relevant authorities. The inconsistent
interpretation and implementation of various COVID-19 and MCO guidelines caused our Group
to be issued summonses totalling RM20,000 between June 2021 to July 2022. Following the
clarification of the guidelines with the relevant authorities, our Group obtained approval to
operate without further disruptions.

7.8.3 Impact of COVID-19 on our financial performance

The social restriction and lockdown measures in response to the COVID-19 have resulted in
the increased in volume of Customer’s interactions, particularly for our Clients from energy &
utilities and telecommunications & media segments, which have resulted in higher demand
for our services.

We did not experience any major difficulties in the collection of our trade receivables arising
from business interruptions faced by our Clients. Our cash flow from operations remained
positive during FYE 2019 to 2022.

Based on the above, our Board is of the view that there is no material impact of the COVID-
19 pandemic on our cash flows, liquidity, financial position and financial performance.

Notwithstanding the short-term impacts of COVID-19 and MCO on our Group’s business
operations, we currently do not expect any material impact to the sustainability of our
business operations in the foreseeable future as:

(a) our business operations resumed to full capacity upon obtaining MITI approval and
complying with the SOPs and other rules and guidelines imposed by MITI, and upon
lifting of the MCO;

(b) we did not experience any termination in contract during MCO as it has since been
resolved with the resumption of business activities by our Clients; and

(c) our Group has cash and cash equivalent of approximately RM7.1 million (of which
RM2.0 million is pledged to financial institutions) and credit facilities limit of
approximately RM24.3 million (of which RM6.1 million has been utilised for the issuance
of bank guarantees and trade financing) as at LPD.

We do not expect any material impact to our liquidity, financial position and financial
performance from the impact of COVID-19 and MCO.

We do not anticipate any financial difficulties in meeting our obligations to sustain our
business operations in the near future.

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7.8.4 COVID-19 incidents in our business premises

In June 2021, we had a COVID-19 super spreader case which led to a temporary suspension
on our operation for 10 days from 4 June 2021 to 13 June 2021, following a shutdown notice
received from the Ministry of Health. In response, we engaged an external healthcare service
provider to perform PCR tests for our employees who were close contacts within the same
working environment. We have also undertaken disinfection and sanitisation activities in our
affected CX delivery offices. As part of our business continuity procedures, the said operation
for a Client’s project was split into 3 teams of employees during the pandemic. Therefore,
only 1 team of 62 employees were affected or confirmed positive from the super spreader
case. We did not experience adverse material financial impact from this incident. Save for the
above, there was no other interruption or suspension in our operation for the said Client’s
project.

We continue to implement stringent SOPs as precautionary measures at our CX delivery office.

7.8.5 Impact of COVID-19 on our Group under the endemic phase of COVID-19

There is no material impact on our Group under the endemic phase of COVID-19 and we do
not expect any material impact on our Group during this period. Notwithstanding, we continue
to implement stringent SOPs as precautionary measures to avoid the spread of COVID-19 in
our premises.

7.9 SEASONAL OR CYCLICAL EFFECTS

Our Group’s revenue is not subject to cyclical and seasonal trend.

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7. BUSINESS OVERVIEW (Cont’d)

7.10 MAJOR CLIENTS

Our revenue from Clients varies from year to year. Our top 5 major Clients for FYE 2019 to FYE 2022 are as follows:

FYE 2019

Revenue
contribution in Length of
Client segment / Scope of FYE 2019 relationship
No. Client work Revenue model RM’000 (1)
% (2)
Years
1. Client G Energy & utilities / Customer care Combination of transaction / Outcome- 14,623 39.0 3
support based model and full time equivalent
(FTE) model

2. Client E Telecommunications & media / Combination of transaction / Outcome- 7,925 21.2 3


Revenue generation services based model and full time equivalent
(FTE) model

3. Client A Telecommunications & media / Combination of transaction / Outcome- 5,955 15.9 4


Hiring and revenue generation based model and full time equivalent
services (FTE) model

4. Client B Telecommunications & media / Full time equivalent (FTE) model 3,186 8.5 4
Hiring and customer care
support

5. Client C Construction / Customer care Transaction / Outcome-based model 1,891 5.0 1


support
Total revenue contribution 33,580 89.6

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7. BUSINESS OVERVIEW (Cont’d)

FYE 2020

Revenue
contribution in Length of
Client segment / Scope of FYE 2020 relationship
No. Client work Revenue model RM’000 (1)
% (2)
Years
1. Client G Energy & utilities services / Combination of transaction / Outcome- 19,606 41.1 4
Customer care support based model and full time equivalent
(FTE) model

2. Client E Telecommunications & media / Combination of transaction / Outcome- 10,581 22.2 4


Revenue generation services based model and full time equivalent
(FTE) model

3. Client A Telecommunications & media / Combination of transaction / Outcome- 4,811 10.1 5


Hiring and revenue generation based model and full time equivalent
services (FTE) model

4. Client D Fintech & financial services / Full time equivalent (FTE) model 4,677 9.8 2
Customer care support

5. Client C Construction / Customer care Transaction / Outcome-based model 2,264 4.7 2


support
Total revenue contribution 41,939 87.9

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7. BUSINESS OVERVIEW (Cont’d)

FYE 2021

Revenue
contribution in Length of
Client segment / Scope of FYE 2021 relationship
No. Client work Revenue model RM’000 (1)
% (2)
Years
1. Client G Energy & utilities services / Combination of transaction / Outcome- 18,017 31.0 5
Customer care support based model and full time equivalent
(FTE) model

2. Client E Telecommunications & media / Combination of transaction / Outcome- 12,792 22.0 5


Revenue generation services based model and full time equivalent
(FTE) model

3. Client F Energy & utilities services / Full time equivalent (FTE) model 6,454 11.1 <1
Customer care support

4. Client A Telecommunications & media / Combination of transaction / Outcome- 5,663 9.7 6


Hiring and revenue generation based model and full time equivalent
services (FTE) model

5. Client D Fintech & financial services / Full time equivalent (FTE) model 5,645 9.7 3
Customer care support
Total revenue contribution 48,571 83.5

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7. BUSINESS OVERVIEW (Cont’d)

FYE 2022

Revenue
contribution in Length of
Client segment / Scope of FYE 2022 relationship
No. Client work Revenue model RM’000 (1)
% (2)
Years
1. Client G Energy & utilities services / Combination of transaction / Outcome- 18,882 29.0 6
Customer care support based model and full time equivalent
(FTE) model

2. Client F Energy & utilities services / Full time equivalent (FTE) model 12,958 19.9 1
Customer care support

3. Client E Telecommunications & media / Combination of transaction / Outcome- 11,958 18.4 6


Revenue generation services based model and full time equivalent
(FTE) model

4. Client D Fintech & financial services / Full time equivalent (FTE) model 6,700 10.3 4
Customer care support

5. Client A Telecommunications & media / Combination of transaction / Outcome- 3,178 4.9 7


Hiring and revenue generation based model and full time equivalent
services (FTE) model

Total revenue contribution 53,676 82.5

Notes:
(1)
Divided by total revenue of the respective financial year.

(2)
The length of the relationship as at the respective financial year.

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7. BUSINESS OVERVIEW (Cont’d)

We are unable to disclose the identity of our major Clients above by virtue of agreements executed with them. The following are details of our major
Clients whose name have been redacted for confidentiality.

“Client A” : A company based in Malaysia which is principally provides television services. It is a subsidiary of a company listed on
the Main Market of Bursa Securities with companies primarily engaged in the provision of television services and other
related activities.

“Client B” : A company based in Malaysia which principally involved in the provision of home shopping business and is a related
company of Client A.

“Client C” : A Government agency established to regulate, develop and facilitate the construction industry in Malaysia.

“Client D” : A company based in Malaysia that is principally an issuer of electronic money (e-money).

“Client E” : A company based in Malaysia which is principally a converged telecommunications and digital services operator. It is
a subsidiary of a company listed on the Main Market of Bursa Securities with companies involved in the
telecommunications industry in Malaysia.

“Client F” : A company based in Malaysia held under a Malaysian state Government that is principally involved in the provision of
utilities.

“Client G” : A company based in Malaysia and listed on the Main Market of Bursa Securities. Its group of companies is principally
involved in the provision of utilities.

We have multiple contracts / projects with our major Clients who are multinational or GLC companies that have different business units / subsidiaries
which require different CX lifecycle management services for its business. Contracts may be secured at holding company or subsidiary / business unit
level, depending on the Client’s preferences.

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7. BUSINESS OVERVIEW (Cont’d)

Collectively, Clients G, E and F contributed approximately 60.2%, 63.3%, 64.1% and 67.3% to our Group’s revenue in FYE 2019, FYE 2020, FYE 2021
and FYE 2022 respectively.

We expect that these major Clients will continue to contribute to our Group’s revenue in the future and as such, we are dependent on these 3 major
Clients and such dependency is considered as a risk factor to our Group. This concentration of revenue is due to the nature of our business being
conducted on a contract basis. The contracts typically range between 1 to 3 years. We may not secure similar contracts in terms of size and scope
with the same Clients every year. Please refer to Section 9.1.1 for further details regarding this risk factor. In mitigating concentration risks from
these clients, we have been negotiating for contracts from different Clients and industry segments who have also increasingly contributed to our
Group’s revenue. For example, in FYE 2021, we secured a contract from Client F, a new Client in the energy & utilities segment to provide customer
care support services in FYE 2021. Contributions from new and different Clients such as Client F (who is a new major Client in FYE 2021) will reduce
concentration of revenue in other major Clients such as Clients G and E, as can be seen in FYE 2021. As such, we expect to continue diversifying our
Client base in future, and reduce our dependency on existing Clients G and E as well as the new major Client F, which contributions are expected to
be diluted by other new Clients in future.

Notwithstanding our efforts to diversify our Client base, the concentration of revenue contribution by Clients G, E and F to our Group’s revenue from
FYE 2019 to 2022 is considered as a risk factor as our Group will continue to tender for new contracts from these Clients given the opportunity. Due
to their significant revenue contributions, terminations and loss of future opportunities with these major Clients without timely replacement may
adversely impact our Group. For perspective, during FYE 2019, 2020, 2021, 2022 and as at LPD, our Group had 18, 17, 19, 20 and 22 Clients
respectively. Please refer to Section 9.1.2 for further details regarding this risk factor.

During FYE 2020, the decrease in number of Client from 18 as at FYE 2019 to 17 as at FYE 2020 was mainly due to 4 existing Clients (not major
Clients) completed their contracts with us of which 2 contracts were not subject to renewal and 2 contracts were not renewed. Additionally, we also
secured 3 new Clients (Client G, Client D and a new Client in the e-commerce & retail segment (not major Client)) during FYE 2020.

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7. BUSINESS OVERVIEW (Cont’d)

7.11 TYPES, SOURCES AND AVAILABILITY OF MATERIALS

Our cost of sales comprise mainly people cost, which accounted for 93.4%, 94.5%, 93.2%
and 92.7% for the FYE 2019, FYE 2020, FYE 2021 and FYE 2022, respectively. People cost is
our major source of input for the delivery of GBS services. Please refer to the Section 6.11 for
the measures implemented by our Group to control / mitigate employee attrition rate.

7.12 MAJOR SUPPLIERS

We incurred technology and premise costs such as the rental of CX delivery offices,
depreciation of computer and equipment as well as licensing fee for software that are used
by our CX executives to facilitate the delivery of our services. These operational costs are not
directly used as inputs to sell our services to Clients, are readily available in the market, and
are not a major component of our cost of sales. As such, our Group does not have major
suppliers.

7.13 QUALITY CONTROL PROCEDURES

We employ quality control procedures throughout our Group. Our quality management system
has been certified with the following standards, as detailed below:

Certification Current validity


Standard body period Scope of certification
ISO 18295- SIRIM QAS 23 February 2023 Provision of outsource contact centre
1:2017 International – 22 February covering outbound operations and
2026 related support functions.

ISO/IEC QRC 17 November Provision of contact centre services and


27001:2013 Assurance and 2021 – 16 business process automation services
Solutions Pvt November 2024 applicable to operations (call centre
Ltd services – inbound & outbound), digital
transformation (business process
automation) and support processes such
as human resource, information
technology and business excellence, as
well as control and compliance
procedures for data security.

ISO SIRIM QAS 15 April 2022 – 14 (i) Provision of outsource contact


9001:2015 International April 2025 centre covering inbound and
outbound operation and related
support function; and

(ii) Provision of web application


development.

Our internal quality assurance procedure adhered to best practices such as COPC standard,
which provides a set of management practices and key metrics / measurements for our CX
operations. We also facilitate our Clients’ operation to be COPC certified. The COPC standard
provides guidelines and best practices for managing and improving the performance of CX
operations. Our adherence to the COPC standards reflects the quality of our services and the
credentials of our Group, which in turn will be reflected in Client’s operations, and resulting
in improved Customer satisfaction for the Client.

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7. BUSINESS OVERVIEW (Cont’d)

At the initial stage of a new CX operations setup, the quality parameters are identified and
agreed upon with our Clients based on Customer’s handling journey map. Our QA team within
our CX operations will review samples of interactions, ensuring that all interactions managed
by our CX executives are of agreed standards. Our QA team will then collate the data monthly
and identify areas of improvement to enhance our overall CX lifecycle management
performance.

In addition, our CX executives also undergo internal and external trainings and certifications
such as COPC. These training and upskilling enable our employees to acquire the necessary
knowledge (i.e. interpersonal skills as well as our in-house developed digital tools application
skills) to deliver a personalised CX to the Customers. As at LPD, we have 4 managerial-level
employees that are certified with COPC, 2 of whom are under the key senior management
team, 1 in Human Resources, and 1 CX executive (Operation Manager) who are responsible
for our Group’s implementation of the best practices under COPC. In tandem with our business
expansion, we plan to increase the number of COPC certified employees up to 20 employees
and obtain COPC certification for one of our projects within the next 12 months. There is no
known industry practice that measures or benchmarks a ratio of COPC certified employees to
total CX executives. Employees are generally certified to add credence to the organisation’s
operation. As at LPD, we are working with one of our energy and utilities client to have its
operations certified by COPC.

7.14 HEALTH, SAFETY, ENVIRONMENTAL MANAGEMENT SYSTEMS

We value the health and safety of our employees. We ensure that new employees are advised
of our safety and health policy, and we provide them with in-house training. Each employee
is briefed and provided with our employee handbook (which describes our and the employee’s
responsibilities for employee health and safety), through our FAITH application.

As at LPD, there is no environmental issues which may materially affect our Group’s
operations.

7.15 DESIGN AND DEVELOPMENT

Our Group conducts D&D activities as part of our efforts to improve our productivity and the
delivery of CX lifecycle management services. Our D&D activities are managed by our digital
transformation team comprises of 8 employees and is led by Chiew Sin Kwang, our Head,
Digital Transformation.

Throughout FYE 2019 to 2022, our D&D expenses amounted to approximately RM510,000,
RM500,000, RM600,000 and RM72,000 respectively, which constitute approximately 1.4%,
1.1%, 1.0% and 1.1%, respectively, over our revenue.

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7. BUSINESS OVERVIEW (Cont’d)

7.15.1 D&D achievements

The table below lists our past D&D achievement.

Year Description
2017 • Commenced the development of Secured Transaction And Reporting (STAR)
application to track billable hours and mitigate payroll inaccuracy, to bridge
communication gap in our CX operations. We implemented it as a pilot
project in our travel & hospitality operations in 2017. In 2019, STAR was
deployed across our Clients’ projects.

2018 • Commenced the development of C-LOG application to enable our CX


executive to process data from Customer’s interactions via email. The
project was initiated to identify the root cause of over 3,000 back logs of
emails. The business insights gained from C-LOG helped the Client to
mitigate service delivery failure and identify root cause of the backlogs
of emails. Upon implementation of C-LOG, we were able to identify spam
emails and notify the Client to take the necessary actions to filter the
spam emails thus improving our CX executive focus on quality emails.

• Enhancement of STAR to include human resources and finance processes


such as performance management reviews, quality scoring and receiving
feedback and insights. It also included heatmaps that show vital
information about the health of our Group, and dashboards that show
relevant metrics and analytical insights incorporating descriptive
analytics.

2019 We began researching on process automation tool, specifically RPA. We


invested in 5 employees for RPA certification and began development of RPA
bots for our operations i.e. data collection and report generation.

RPA bots are software programmes that are programmed to mimic human
actions. They are designed to automate repetitive, manual and time-
consuming tasks such as data entry, form filling and other routine processes.
They are typically used to automate back-office tasks such as data entry,
data validation and data reconciliation. RPA bots can also be configured to
process data according to specific rules and algorithms, making them capable
of performing complex tasks such as automated decision-making, document
processing and data analysis. RPA bots can also work with other automation
tools such as process mapping, workflow automation and process automation
intelligent platforms.

We use a combination of secure enterprise automation software (software


that focused on improving the security and compliance of operations), and
process intelligent automation platform (software that focused on improving
efficiency and effectiveness of business processes) that are available in the
market, for the development of RPA bots. The RPA bots are then customised
in-house by its RPA certified employees, to execute specific rules-based
business processes.

2020 We explored on how to reduce the workload of our CX executives leveraging


on RPA to monitor pending escalations. To achieve this, we enhanced C-LOG
by embedding AI digital assistant tool and a workflow system.

In March 2020, we developed RPA bots to perform payroll submission.

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7. BUSINESS OVERVIEW (Cont’d)

Year Description
2021 In August 2021, we developed RPA bots to update the web portal of MITI as
part of the COVID-19 requirements to update employee listing and
subsequently email to all stakeholders on the latest MITI letter to be printed
and pasted at the entrance.

The bots essentially are able to emulate human action in a faster, more
accurate, and consistent manner. For example, if a particular business
process takes 10 minutes to complete by humans, a single bot may complete
it within 2 minutes. The bots improves accuracy and processes up to five
times faster. The 51 bots are essentially assisting the CX executives with
information consolidation and escalations, hence allowing our CX executive
to focus on a more connected experience with the customers.

The bots limitation is subjected to the processing time for the business
processes and it can only perform 1 business process at a time. For example,
if a business process takes 2 minutes to complete, it can process 30
transactions an hour or up to 720 transactions a day.

We enhanced C-LOG with RPA to assist the CX executives in their works. As


a result, C-LOG was subsequently rebranded to DAISY. We deployed this
solution for one of our energy & utilities Client where all the CX executives
will focus on Customer’s interactions while DAISY focuses on processing the
information and escalating to the relevant stakeholder without the human
intervention. To date, we have built 51 RPA bots to manage our business
processes.

2022 • As part of our plans to provide deeper focus in areas that matter most
to our Clients and their Customers, we decided to restructure and
modularised our in-house developed digital tools, namely DAISY, SAIGE
and FAITH to facilitate and support our CX lifecycle management
operations.

• Our STAR system was rebranded to FAITH. All features to improve


employee engagement and enhance our culture would be housed in
FAITH.

• The business intelligence and analytics features in DAISY was separated


and rebranded as SAIGE.

• DAISY remains as our CRM system embedded with RPA to assist our CX
executives.

7.15.2 Ongoing and future D&D

Our digital transformation team is currently working on the following:

(a) Blockchain software digital identification

We recognise that remote working has become the new normal and application login
solely based on username and password does not provide an effective authentication
process. In view of this, we will introduce blockchain software enabled digital
identification system to reduce security risk, which includes the sharing of CX executive
and/or our Client’s username and password or granting web browsers to save their
username and password.

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7. BUSINESS OVERVIEW (Cont’d)

We are currently working on the incorporation of an open source blockchain software


into our existing in-house developed digital tools to authenticate the identity of the CX
executive and/or our Clients via a digital identification on their mobile phone. The
authentication of the digital identification through the mobile phone does not require
the CX executive and/or our Clients to be assigned with any username or password.
Upon implementation of this digital identification, it will enhance authenticity and
security while facilitate speedier identification process. The integration of the
blockchain software enabled digital identification into our existing in-house developed
digital tools is currently undergoing user acceptance testing to assess its functionality
and performance. We anticipate that the completion of the integration across our CX
delivery centres by second quarter of 2023.

Upon the successful implementation of blockchain software digital identification system


to our in-house developed digital tools, we will also adopt the digital identification
approach to all transactional approval such as claims, payroll summary or leave
application. This will further improve the efficiency in transaction approval process,
enforce compliance to digital governance and ease of audit. The development of this
enhancement is expected to be completed by third quarter of 2023.

(b) Supervisory bot

Our Group owns a collective of RPA bots that managed nearly thousands of business
processes. Therefore, it is crucial to monitor every business process in real-time
performed by the RPA bots to ensure smooth service delivery. Currently, we have 6
RPA professionals who perform 24/7 bots’ performance monitoring to ensure the
business processes are executed successfully on a daily basis.

If any of the RPA bots encountered software failure / disruption issue, our RPA
professionals will repair the RPA bot and the failed business process will be resumed
manually. These tasks can be digitised by incorporating a supervisory bot to take over
the tasks from our RPA professionals, which in turn will enable our RPA professionals
to focus on more high value tasks such as RPA bot development.

We are currently working on incorporating our self-developed supervisory bot. The


supervisory bot will monitor the performance of a collective of bots in real-time, and to
assign task from a malfunction bot to another bot without human intervention, to
ensure business continuity. The development of the supervisory bot is expected to be
completed by fourth quarter of 2023.

7.16 COMPETITIVE STRENGTHS

7.16.1 We place strong focus on human capital development to deliver quality CX.

Our Group’s workforce is our key asset. As such, our Group places strong focus on human
capital development to deliver quality CX. Our average CX executive headcount by client
segment for FYE 2019 to 2022 are set out as follows:

Client segment FYE 2019 FYE 2020 FYE 2021 FYE 2022
Energy & utilities 378 486 584 687
Telecommunications & media 452 400 379 326
Fintech & financial services 37 145 152 189
Construction 27 42 54 60
Others(1) 27 94 98 115
921 1,167 1,267 1,377

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Note:

(1)
Others consist of e-commerce & retail, healthtech and travel & hospitality.

Our Group’s business activities of providing CX lifecycle management services are centred
around the engagement of CX executives and Customers. Therefore, our Group requires to
provide satisfactory services to ensure the smooth operations in support of our Clients’
processes.

The increasingly competitive business environments have led to Clients looking for CX services
that reflect their values and strategies. CX services have evolved, from providing advice or
assistance to a personalised CX that expands throughout the CX lifecycle management
process. This has led to increased minimum skill requirement, such as college and university
graduate qualifications, problem-solving skills and being technologically savvy, amongst other
requirements. In order to provide excellent service to our Clients, we have identified the
importance of continuously improving the quality of our workforce through our commitment
to providing conducive work environment and necessary trainings.

Additionally, our Group’s CX executive workforce are employed on a contract basis, and
headcount is normally employed in line with the tenures of the contracts secured by our
Group.

In order to provide satisfactory service to Customers, our Group has identified the key
measures in improving and maintaining the performance of our workforce. In general, quality
CX executives are able to: (i) achieve high customer satisfaction scores; (ii) handle
interactions quickly; (iii) resolve more Customer’s interactions; and (iv) perform consistently.

To instil such qualities in our growing and adaptive workforce, our Group commits to investing
in our employees by providing a conducive work environment and necessary trainings. New
employees also undergo up to 2 weeks induction programme that are designed to instil our
corporate culture known as the ‘Daythree Way – Service from the Heart’. This culture
and its core values emphasise on a team collaborative approach in our operations.

In addition, project-specific training programmes that provide CX executives with knowledge


of the Clients’ products, services, procedures and systems are developed together with the
Clients during project development and planning stages. Our Group’s employees also have
access to internal and external training programmes such as functional and leadership skills
training, data analytic programmes, and COPC compliance programmes.

7.16.2 We leverage on in-house developed digital tools in delivering our CX lifecycle


management services

Over the past decade, technology is driving change within the GBS industry and shaping the
demands of our Clients. In line with technological advancement in areas including RPA, AI,
data analytics and business intelligence, our Group leverages on our in-house developed
digital tools DAISY, SAIGE and FAITH to facilitate and support our CX operations. The
deployment of these in-house developed digital tools into the CX operations enables our CX
executives to focus on delivering a personalised CX while in-house developed digital tools
handle more mundane and repetitive tasks. For example, DAISY is embedded with RPA bots
to assist CX executives in their daily tasks in CX operations. RPA bots are used to extract data
such as demographics data from different systems such as databases and spreadsheets, and
to consolidate data from multiple systems for CX executives. DAISY will combine the data into
a single, unified view for the CX executives. This saves a significant amount of time and effort
that would otherwise be spent manually consolidating data from multiple systems.

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7. BUSINESS OVERVIEW (Cont’d)

The use of RPA bots within SAIGE allows for the automation of data gathering, consolidation,
and analysis, which streamlines the process of creating meaningful reports and dashboards.
The RPA bots within SAIGE can be used to automate the collection and consolidation of data
from multiple sources, such as databases, spreadsheets, and external systems. This can help
to ensure that the data used to create reports and dashboards is accurate, up-to-date, and
consistent.

Once the data is collected and consolidated, the RPA bots can then be used to analyse it,
looking for patterns and trends. This can help to identify areas for improvement or
opportunities for improving our services and to predict future trends such as changes in
customer behaviours. The bots can also be programmed to automatically create visualisations
such as charts and graphs, which can be used to present the data in an easy-to-understand
format.

Our Group monitors technological advancements and trends and also uses our in-house
developed digital tools for review, evaluation and analysis of performance, which will allow
our Group to better propose and incorporate newer and improved technologies in our services.
This is ultimately aimed at supporting the modernisation of business processes of our Clients.

An example is how SAIGE is used for performance evaluation is through the use of analytics
and reporting. SAIGE can collect and analyse data on customer interactions, staff scheduling,
leave management and other key performance indicators. This data can then be used with
analytical software to identify areas for improvement, such as low scheduling accuracy, high
absenteeism rate or high overtime claims.

7.16.3 We have a diverse client segment base

Since our inception, we have grown our client segment base operating in diverse industries
which include but are not limited to energy & utilities, telecommunications & media, fintech
& financial services, construction, e-commerce & retail, healthtech, and travel & hospitality.
The nature of our services, which is often integral to our Client’s operations, enables us to
gain industry experience and insights and a better understanding of our Clients’ unique,
industry-specific challenges.

We leverage on this experience to continue building our capabilities to serve new clientele,
and combine it with improvements in operational processes augmented by the adoption of
advanced technologies. We will continue to enhance our capabilities to offer a more connected
and personalised engagement in all Customer’s interactions to enhance personalised CX and
promote brand loyalty for our Clients’ customers.

7.16.4 We are led by experienced management team

Our management team is led by our founder and Managing Director, Paul Raymond Raj A/L
Davadass who has more than 10 years of working experience within the GBS industry. As the
Managing Director, Paul Raymond Raj A/L Davadass has been instrumental to the growth and
development of our Group. He possesses strong industry knowledge with a deep
understanding of Clients’ needs as well as vast experience in the field of strategic
management, CX and digital transformation management.

Prabagaran A/L Chilatorai, our Executive Director and Head, Customer Experience, has
approximately 21 years of experience in managing CX lifecycle business processes. He is
responsible for overseeing strategic client partnerships and operational excellence for CX
lifecycle business process services that are focused on delivering a positive CX and to connect
with our Clients’ Customers.

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7. BUSINESS OVERVIEW (Cont’d)

The management is supported by a team of experienced key senior management as follows:

(a) Chiew Sin Kwang, our Head, Digital Transformation, has been with our Group since
2017. He has approximately 29 years of working experience in area of computing and
IT and 12 years of working experience in the area of CX lifecycle management. He is
responsible for the development and implementation of digital transformation solutions
into business processes;

(b) Charanjit Kaur A/P Mohan Singh, our Head, Service Excellence, has approximately 21
years of working experience in the GBS industry. She is responsible for management
of strategic client partnerships and overall operational excellence for the delivery of
revenue generation business process services;

(c) Callie Tan Poh Choo, our Financial Controller, has approximately 16 years of working
experience in accounting field, is responsible for overseeing the accounts and financial
matters of our Group;

(d) Zaina Haida Binti Zainal Rahim, our Senior Manager, People & Culture, has
approximately 18 years of working experience in human resources management, is
responsible for overseeing the human resource and industrial relation matters; and

(e) Joma Paul Mariano Germentil, our Senior Manager, Business Excellence, has
approximately 12 years of workings experience in cybersecurity, IT risk management,
IT audit, information security and business excellence consultation. He is responsible
for cybersecurity matters, overseeing the overall security landscape including the
development of information security frameworks for business applications as well as
audit and risk assessment of the operations.

Our management team has substantial experience in their respective fields, contributing
valuable new perspectives and insights to our Group’s business operations. They have played
a vital role in our Group’s development, and will continue to contribute to our growth in the
future.

7.17 OPERATING CAPACITIES AND OUTPUT

We do not adopt calculation of operating capacity on a group level basis, as our operating
capacity varies, based on the headcount of CX executives that we allocate to each of our
Clients’ projects. As at LPD, all floor space of our Group in UOA Business Park is fully utilised,
save for the eighth CX delivery office space located at Level 13A, Tower 9 of UOA Business
Park, which is currently under renovation. The eighth CX delivery office is expected to
accommodate approximately 200 staff, and is expected to commence operations by August
2023, and be fully occupied by second quarter of 2024.

There are 3 stages namely, forecasting, capacity planning model and scheduling that we
adopt to allocate our headcount capacity for each of our Clients’ projects.

(a) Forecasting stage – We review historical customer interaction volumes and trends (such
as call / interaction arrival patterns, average handling time and attrition rate) to forecast
daily, weekly, and monthly customer interaction volumes.

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7. BUSINESS OVERVIEW (Cont’d)

(b) Capacity planning model stage – We use these forecasted customer interaction volumes
to estimate the estimated time taken and number of CX executives required to answer
Customer’s interactions. By factoring in the historical performance measures, we
determine the required headcount, CX executive-to-customer ratio, and man hours,
broken down by the required shifts, to meet the forecasted customer interaction
volumes.

(c) Scheduling stage – After determining the required monthly headcount, we will schedule
the required headcount to be fulfilled on a daily and weekly basis. The scheduling
process takes account of short breaks, meal breaks, off days and rest days for each CX
executive tied to our Client’s project.

7.18 BUSINESS STRATEGIES AND PROSPECTS

Moving forward, we will continue to leverage from our core competencies and strengths in
the CX lifecycle management services by embarking on the following strategies to strengthen
our position in the market as well as expand our business operations.

7.18.1 We plan to expand our office space

Presently, we occupy the following units in UOA Business Park in Shah Alam:

Built-up area
Tower Unit (sq ft)
3B 3B-05-01, Level 5 6,717

3A 3A-09-01, Level 9 6,695

7 (i) 7-03A-01, Level 3A 6,045


(ii) 7-06-01, Level 6 6,045
(iii) 7-07-01, Level 7 6,045
(iv) 7-08-01, Level 8 (Headquarters)(1) 4,000

9 (i) 9-02-01, Level 2 2,558


(ii) 9-13A-01, Level 13A 12,454
Total 50,559

Note:

(1)
The remaining 2,045 sq ft area of this floor is occupied as a CX delivery office.

The expansion of our office space comprises 3 parts, namely headquarters expansion, setting
up 2 new CX delivery offices, and setting up of a multipurpose facility. Details of the offices,
including its expansion costs, funding plans as well as for these offices are set out in Section
4.9.1.

Headquarters expansion and renovation

Our existing headquarters located at Level 8, Tower 7, UOA Business Park has a built-up area
of approximately 6,045 sq ft, of which approximately 4,000 sq ft being occupied by our
management level employees, being all non-CX executive staff of all ranks, comprising the
key senior management team, and the departments of finance, human resources,
administration, business excellence, corporate office, digital transformation, and information
technology, who are responsible for supporting and guiding CX executives.

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7. BUSINESS OVERVIEW (Cont’d)

The remaining 2,045 sq ft is occupied as a CX delivery office. We intend to take over the
remaining 2,045 sq ft to expand our current headquarters space, and convert the entire Level
8 as our headquarters to accommodate the current and additional management team. The
renovation of the expanded headquarters is anticipated to take up to 3 months and to be
completed by second quarter of 2024. Meanwhile, 62 of our existing CX executives will be
relocated to new CX delivery offices as detailed below. The total cost of headquarters
expansion and renovation is estimated at RM1.8 million, which comprises renovation cost,
purchase of furniture and equipment, and rental expenses for 2 years. We intended to allocate
RM1.2 million of the proceeds from our Public Issue for the headquarters expansion and
renovation and the balance of RM0.6 million will be funded through internally generated
funds.

Setting up of 2 new CX delivery offices

We currently fully occupy 7 office units as CX delivery offices. Given the space constraints of
our existing CX delivery offices, we intend to set up 2 new CX delivery offices in order to cater
for our Group’s growing client base and number of employees. The new CX delivery offices
are set up for new Clients expected to be secured. The total cost of setting up of 2 new CX
delivery offices is estimated at RM5.8 million which comprises rental expenses for 2 years,
renovation cost and fittings, including purchase of office furniture and hardware equipment.

Specifically, we have leased an eighth unit located at Level 13A, Tower 9 in UOA Business
Park for expansion of our CX delivery office. The expansion was funded via internally
generated funds and the eighth office is expected to commence operations in August 2023.
Additionally, RM2.9 million of proceeds from the Public Issue is allocated towards the
renovation, rental, furniture and fittings as well as IT hardware and software for a ninth CX
delivery office, to be located at UOA Business Park. These 2 new CX delivery offices are
expected to accommodate up to 350 CX executives (200 CX executives for eighth office and
150 CX executives for the ninth office). We expect to identify the required ninth office unit
and commence the renovation process by fourth quarter of 2023, which will take up to 3
months to complete.

As at LPD, our Group has occupied 7 of the 8 delivery offices for CX delivery operations, where
the remaining unoccupied office is currently under renovation. The 7 offices being occupied
are sufficient for our Group’s 1,800 CX executives, as some of the employees carry out their
services at Clients’ premises. As such, we will need to establish an additional CX delivery office
to accommodate the remaining CX executives (142 CX executives including 62 CX executives
to be relocated to new offices). As at LPD, a ninth CX delivery office has yet to be secured,
and we are still identifying offices in UOA Business Park to be rented, and expect to be able
to secure an office in time for the hiring of CX executives as there is ample supply of available
units for rent in UOA Business Park. The ninth CX delivery office will be entirely funded from
our utilisation proceeds.

Setting up of a multipurpose facility

We intend to lease a new office unit with a built-up area of approximately 6,000 sq ft located
at UOA Business Park to be used as multipurpose facility for internal training, meeting, rest
and recreational purposes.

Our GBS industry demands pragmatic business skills such as CRM and problem solving from
our employees. This high level of expectation and time pressure from our Client results in a
stressful work environment and the feeling of being overwhelmed and negativity is the reason
many CX executives face burnout in the GBS industry. Burnout is a syndrome that consist of
feeling exhaustion, negativism and reduced professional efficacy. Employees with burnout are
far less productive and they are more likely to take a sick day, be less confident in their work
performance and actively seeking a different job.

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Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

7. BUSINESS OVERVIEW (Cont’d)

The new internal working space will serve as our Group’s investment in employee
development and wellbeing. Our Group intends to set up a new space within the multipurpose
facility as a training ground to focus on hard skill, technical training as well as soft skill training
in the areas of customer care and experience, fostering effective communication. It can be a
place for employees to meet our Clients, have meeting or brainstorm events, as a less formal
atmosphere can help drive the creative process and enable the exchange of ideas.

We have found through our experience that, by providing a rest and recreational space away
from the stress and noise of the office, it can help to reduce stress at work whilst increasing
productivity, creativity and happiness in the workplace throughout our Group. We expect to
secure the space by fourth quarter of 2023 and commence renovation by second quarter of
2024. The total cost of setting up the multipurpose facility is estimated at RM3.4 million, which
comprises the rental expenses for 2 years, building planning, renovation cost, third-party
consultancy fees and fittings, including purchase of office furniture. We intend to allocate
RM3.0 million of the proceeds from our Public Issue for the setting up of a multipurpose
facility and the balance of RM0.4 million will be funded through internally generated funds.

Overall, the office expansion is expected to cost a total of RM8.1 million. A total of RM7.1
million from the IPO proceeds is allocated to partially fund the aforementioned expansion of
our office space and the balance of RM1.0 million will be funded through internally generated
funds, as set out in the table below.

Allocation
from Public
Expansion Issue
cost proceeds
Tower Unit Expansion plan RM’000 RM’000
(i) 7 7-08-01, Level Headquarters 1,774 1,200
8 expansion of 2,045
sq ft and renovation
at Level 8 totalling
approximately
6,045 sq ft

(ii) To be To be identified Expansion of ninth 2,900 2,900


identified at at UOA CX delivery office
UOA Business Park totalling
Business approximately 6,000
Park sq ft

(iii) To be To be identified Multipurpose facility 3,424 3,000


identified at at UOA for internal training,
UOA Business Park meeting, rest and
Business recreation totalling
Park approximately
6,000 sq ft

Total 8,098 7,100

Please refer to Section 4.9.1 (a) of this Prospectus for further details.

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Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

7. BUSINESS OVERVIEW (Cont’d)

7.18.2 We intend to recruit industry experts to capture growth opportunities

Our Group believes that the quality of our employee is a key differentiator in securing and
retaining business, as well as in delivering superior CX. Strengthening our workforce is
fundamental for our continued business growth and as such we intend to expand our
management team by recruiting a Chief People Officer, Director of learning and development
and Chief Customer Officer (which detailed as below), together with 12 executive personnel
to support our expanding management team.

Personnel Job description


Chief People Officer • Leads the human resource department
• Develop and implement strategies relating to employee
recruitment and retention
• Optimise the use of people analytics software to manage
talent
• Lead benefits and retirement plan administration
• Develop and implement employee compensation strategy
• Develop and enhance diversity, equity, and inclusion
programs
• Ensuring employees have a smooth onboarding process

Director of learning and • Develop and implement a learning strategy that can improve
development overall CX
• Forming, implementing, and overseeing learning curriculum
• Making decisions on learning management systems, a
software platform designed to manage, distribute and track
employee trainings
• Develop and/or enhancing a new or existing learning
strategy for our Group
• Fostering a healthy work environment for employees such
as creating a collaborative and inspiring work offices

Chief Customer Officer • Lead the company into international expansion


• Focus on revenue generation services and strengthen client
relationship and report to our Managing Director
• Responsible for the entire information management scope
of the company

We recognise the technological change within the GBS industry that is shaping demand for
CX lifecycle management services. In order to maintain our competitiveness, we intend to
expand our digital transformation team by hiring a project manager, a team lead, RPA
engineers and web engineers, to develop and enhance our in-house developed digital tools.
Our digital transformation team focus on the development of RPA, web development, as well
as improving technology standards for our Clients.

We intend to allocate approximately RM3.0 million from the IPO proceeds to fully fund the
total recruitment costs of these industry experts. Please refer to Section 4.9.1 (b) of this
Prospectus for further information on the costs of our recruitment plans above.

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Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

7. BUSINESS OVERVIEW (Cont’d)

7.18.3 We intend to purchase networking infrastructure, IT hardware and software to


support our IT business requirements

We intend to set up a network monitoring centre to facilitates the monitoring of our network
performance and potential cyber threats. Through the network monitoring centre, we can
detect network anomalies and address any cyber-attacks and/or network disruptions and thus
ensuring our operational continuity. With the growth in business, the new set of servers will
better manage the load of the call process and network performance. The setting up a
network monitoring centre will involve the setting up of networking infrastructure, purchasing
of IT software and hardware such as networking, security and recovery software, servers,
power supply, communication and storage equipment.

The purchase of the networking infrastructure, IT software and hardware are estimated at
approximately RM3.0 million are expected to be fully funded via our IPO proceeds. Please
refer to Section 4.9.1 (c) of this Prospectus for further information on the costs for setting up
the network monitoring centre and purchase of hardware and software.

7.18.4 We intend to strengthen our branding, marketing and promotional activities to


capture more growth opportunities

To enhance awareness and recognition of our Group and our services, we intend to allocate
resources to strengthen our branding efforts. We intend to increase our market visibility and
brand recognition by participating in more educational exhibitions and forums and placing of
thought leadership articles, advertisements on various platforms such as digital publications,
websites, in-application advertisements and social media platforms. We also plan to redesign
our Group’s website layout to improve user experience.

We intend to allocate approximately RM1.5 million from our IPO proceeds for the branding,
marketing and promotional activities Please refer to Section 4.9.1 (d) of this Prospectus for
further information.

7.18.5 Prospects of our Group

We believe that our prospects in the GBS services industry are favourable, taking into account
our competitive strengths set out in Section 7.16, our business strategies as set out above as
well as the industry outlook as set out in the IMR Report as set out below.

The global economic recovery, driven in part by widespread vaccination efforts, has also
resulted in Malaysia's economy maintaining its growth momentum. In 2022, the Malaysia
economy expanded by 8.7%, following a growth rate of 3.1% in the previous year.
Additionally, the local GBS industry saw growth, increasing from RM22.06 billion in 2021 to
RM23.41 billion in 2022.

Additionally, the local GBS industry saw growth, increasing from RM22.1 billion in 2021 to
RM23.4 billion in 2022.

Factors boosting the growth within the GBS industry is likely to come from businesses
pursuing a leaner capital structure and outsourcing more and more business supporting
processes and activities to GBS providers. Malaysia’s aspiration to attain a digital economy is
also expected to lead to more businesses adopting digitisation in their operations, and thus
leading to increased demand for GBS services. At the same time, by having customers from
a broad range of end-user markets, which each customer potentially having several business
units, the local GBS industry stands to benefit from a large pool of potential demand for GBS
services.

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Registration No.:
Registration No.: 202201029566
202201029566 (1475263-U)
(1475263-U)

7. BUSINESS OVERVIEW (Cont’d)

In particular, as more businesses move towards digitisation and adopt GBS, providers of
contact centre as a service are expected to be key beneficiaries due to its relatively low cost
investment as well as scalability as businesses grow and expand operations. On the flip side,
the geopolitical tension between economic superpowers namely China and the United States
of America, as well as the war between Russia and Ukraine is expected to negatively impact
global economic activities. As an industry also serving the global community, any
developments that may hinder economic growth is expected to dampen the growth of the
Malaysian GBS industry.

From the supply side, growth of the local GBS industry is expected to be supported by the
Government’s aspiration to attain a digital economy, of which more demand from GBS is
expected to help businesses digitise. At the same time, Malaysia has a mature technology
infrastructure and is complemented by a steady pool of qualified and quality workforce that
is expected to accelerate the development of the nation into a leading digital hub in the
region. Furthermore, Malaysia is among one of the preferred locations for business services
support due to the country’s ability to provide cost effectiveness to both local and foreign
businesses, as well as having only limited natural disasters which translates to fewer business
disruptions.

The Malaysian GBS industry is projected to maintain its growth trajectory and is expected
grow from RM24.8 billion in 2023 to reach RM31.7 billion in 2027, representing a CAGR of
6.3% during this period.

(Source: IMR Report by Protégé)

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