Explanatory Note
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) relates to the Class A ordinary shares, par value
US$0.0001 per share (“Class A Shares”) of TDCX Inc., a Cayman Islands company (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange
Commission (the “SEC”) on May 24, 2022 (the “Original Schedule 13D”, as amended by an Amendment No. 1 filed on January 3, 2024, and as further amended by an Amendment No. 2 filed on March 4, 2024, the
“Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any
of the information previously reported in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
On March 1, 2024, the Company and Merger Sub filed a plan of merger with the Registrar of Companies of the Cayman Islands, pursuant to
which the Merger became effective on June 18, 2024 (the “Effective Time”). As a result of the Merger, the Company, as the surviving company of the Merger, became a wholly owned subsidiary of Parent.
At the Effective Time, (i) each Class A Share and each Class B ordinary share, par value US$0.0001 per share, of the Company
(each a “Class B Share,” and together with each Class A Share, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined in the Merger Agreement), the
Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs (as defined below), was cancelled and ceased to exist in exchange for the right to receive US$7.20 in cash per Share without interest; (ii) each American
Depositary Share, representing one (1) Class A Share (each, an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), and
each Share represented by such ADSs, was cancelled and ceased to exist in exchange for the right to receive US$7.20 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders pursuant to the deposit
agreement, dated September 30, 2021, entered into by and among the Company, JPMorgan Chase Bank, N.A. (the “Depositary”); and (iii) each vested warrant granted pursuant to the Warrant Agreement to Purchase American Depositary
Shares of TDCX Inc. dated September 2, 2022 between Airbnb Ireland Unlimited Company and the Company, issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist in exchange for the right to receive US$7.19
in cash per vested warrant without interest, in each case, net of any applicable withholding taxes, except for (i) the Rollover Shares, which were contributed by the Rollover Shareholders to Merger Sub prior to the closing of the Merger (the
“Closing”) in exchange for newly issued ordinary shares of Parent or the Merger Sub, as applicable, (ii) Shares held by Parent, Merger Sub, the Company or any of their respective Subsidiaries (including ADSs corresponding to such
Shares), and (iii) any Shares (including ADSs corresponding to such Shares) held by the Depositary and reserved for issuance and allocation pursuant to the Company Share Plan or the Warrant Agreement, and (iv) the Shares that are issued
and outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who have validly delivered and not effectively withdrawn or lost their rights to dissent from the Merger, or dissenter rights, in accordance
with Section 238 of the Companies Act (collectively, the “Dissenting Shares”), which were cancelled at the Effective Time and entitled the holders thereof to receive the payment of the fair value of such Dissenting Shares held by them
determined in accordance with the provisions of Section 238 of the Companies Act. All Excluded Shares and ADSs representing the Excluded Shares, in each case, issued and outstanding immediately prior to the Effective Time were cancelled and
ceased to exist without payment of any consideration.
As a result of the Merger, the Class A Shares were no longer listed on any
securities exchange or quotation system, including the New York Stock Exchange (the “NYSE”). NYSE filed Form 25 with the SEC to notify the SEC of the delisting of the Class A Shares on the NYSE and deregistration of the Company’s
registered securities under the Securities Exchange Act of 1934 (the “Exchange Act”). The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The
Company’s reporting obligations under the Exchange Act will be suspended upon the Company’s filing of a certification and notice on Form 15 with the SEC, and will terminate once the deregistration becomes effective.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated by the following:
(a)–(b) As a result of the transactions described in Item 4 of this Schedule 13D, each Reporting Person no longer beneficially owns any
Shares.
(c) Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons has effected any transaction in the
Class A Shares during the past 60 days.
(d) Not applicable.
(e) As a result of the transactions described in Item 4 of this Schedule 13D, on June 18, 2024, each of the Reporting Persons ceased to
be the beneficial owner of more than five percent of the Class A Shares. This Amendment No. 3 is the final amendment to the Schedule 13D.