CLAUSE PAGE 1. Definitions and interpretation 1 2. Conditions precedent 2 3. Representations 2 4. Waiver and amendment 3 5. Transaction expenses 6 6. Miscellaneous 6 7. Governing law 6

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SCHEDULE 1 Conditions precedent

TDCX Inc., an exempted company incorporated under the laws of the Cayman Islands with company number 362018 and having its registered office at the offices of ▇▇▇▇▇▇ Corporate Services Limited, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ Cayman Islands, as borrower and as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facility Agreement (defined below) on behalf of each other Obligor (the “Borrower”); and

Credit Suisse AG, Singapore Branch as agent of the other Finance Parties (the “Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

the splitting of the existing shares of the Borrower owned by the Sponsor and the issuance of new shares of the Borrower to the Sponsor, occurring on or about the Effective Date;

the issuance of shares of the Borrower to the Cayman Holdco occurring after the Effective Date provided that such newly-issued shares are subject to Transaction Security under the Borrower Share Mortgage (Cayman Holdco);

the re-classification of shares of the Borrower owned by the Cayman Holdco provided that such shares are subject to Transaction Security under the Borrower Share Mortgage (Cayman Holdco); and

the implementation and issuance of a new class of shares of the Borrower for the purposes of the Employee Stock Option Plan or for the purposes of the IPO provided that the issuance of such shares occur simultaneously upon or after the IPO and further provided that Clause 8.2 (IPO) of the Amended Agreement is complied with.

Incorporation of defined terms

Unless a contrary indication appears, terms defined in the Original Facility Agreement have the same meaning in this Agreement.

The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.

Third Party Rights

Designation

CONDITIONS PRECEDENT

REPRESENTATIONS

on the date of this Agreement;

on the Effective Date; and

any date on which shares of the Borrower are issued pursuant to paragraph (b) of the definition of Permitted Share Issue or shares of the Borrower are re-classified pursuant to paragraph (c) of the definition of Permitted Share Issue,

WAIVER AND AMENDMENT

Waiver

Amendment

by inserting a new definition of “Amendment Agreement” in clause 1.1 (Definitions) of the Original Facility Agreement:

by inserting a new definition of “Borrower Share Issue” in clause 1.1 (Definitions) of the Original Facility Agreement:

the splitting of the existing shares of the Borrower owned by the Sponsor and the issuance of new shares of the Borrower to the Sponsor, occurring on or about the Effective Date;

the issuance of shares of the Borrower to the Cayman Holdco occurring after the Effective Date provided that such newly-issued shares are subject to Transaction Security under the Borrower Share Mortgage (Cayman Holdco);

the re-classification of shares of the Borrower owned by the Cayman Holdco provided that such shares are subject to Transaction Security under the Borrower Share Mortgage (Cayman Holdco); and

the implementation and issuance of a new class of shares of the Borrower for the purposes of the Employee Stock Option Plan or for the purposes of the IPO provided that the issuance of such shares occur simultaneously upon or after the IPO and further provided that Clause 8.2 (IPO) of the Amended Agreement is complied with.”;

by inserting a new definition of “Borrower Share Mortgage (Cayman Holdco)” in clause 1.1 (Definitions) of the Original Facility Agreement:

by inserting a new definition of “Cayman Holdco” in clause 1.1 (Definitions) of the Original Facility Agreement:

by deleting the definition of “Change of Control” in clause 1.1 (Definitions) of the Original Facility Agreement and replacing it with the following:

except as a result of the IPO:

the Sponsor does not or ceases directly or indirectly to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, the Change of Control Percentage of the maximum number of votes that might be cast at a general meeting of the Borrower;

appoint or remove all of the directors or other equivalent officers of the Borrower; or

give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower are obliged to comply; or

(except as a result of paragraph (d) of the definition of Borrower Share Issue) the Sponsor and his Immediate Family Members do not or cease to beneficially own the Change of Control Percentage of each class of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

the Borrower does not or ceases directly or indirectly to:

have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, 100 per cent. of the maximum number of votes that might be cast at a general meeting of TDCX;

appoint or remove all of the directors or other equivalent officers of TDCX; or

give directions with respect to the operating and financial policies of TDCX with which the directors or other equivalent officers of TDCX are obliged to comply; or

hold directly, legally and beneficially 100 per cent. of each class of the issued share capital of TDCX (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

TDCX does not or ceases directly or indirectly to:

have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, 100 per cent. of the maximum number of votes that might be cast at a general meeting of TDCXH;

appoint or remove all of the directors or other equivalent officers of TDCXH; or

give directions with respect to the operating and financial policies of TDCXH with which the directors or other equivalent officers of TDCXH are obliged to comply; or

hold directly, legally and beneficially 100 per cent. of each class of the issued share capital of TDCXH (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).”;

by inserting a new definition of “Effective Date” in clause 1.1 (Definitions) of the Original Facility Agreement:

by inserting a new definition of “Immediate Family Members” in clause 1.1 (Definitions) of the Original Facility Agreement:

by deleting the definition of “Security Document” in clause 1.1 (Definitions) of the Original Facility Agreement and replacing it with the following:

the Borrower Share Mortgage (Cayman Holdco);

the Borrower Accounts Security Agreement;

the TDCX Share Mortgage;

the TDCXH Share Mortgage; or

any other security document that may at any time be entered into which creates (or is expressed to create) Security for any of the Secured Liabilities and designated as such by the Security Agent.”; and

by deleting the definition of “Security Provider” in clause 1.1 (Definitions) of the Original Facility Agreement and replacing it with the following:

Continuing obligations

Guarantee confirmation

Security confirmation

TRANSACTION EXPENSES

MISCELLANEOUS

Incorporation of terms

Counterparts

GOVERNING LAW

Borrower and Cayman Holdco

A copy of the constitutional documents of the Cayman Holdco, including its register of members, register of directors and register of mortgages and charges.

A copy of a resolution of the board of directors of the Cayman Holdco:

approving the terms of, and the transactions contemplated by, the Borrower Share Mortgage (Cayman Holdco) and resolving that it executes the Borrower Share Mortgage (Cayman Holdco);

authorising a specified person or persons to execute the Borrower Share Mortgage (Cayman Holdco) on its behalf;

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Borrower Share Mortgage (Cayman Holdco).

resolving that it is in its best interests to enter into the transactions contemplated by the Borrower Share Mortgage (Cayman Holdco).

A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

A copy of a resolution signed by all the holders of the issued shares in the Cayman Holdco approving the terms of, and the transactions contemplated by, the Borrower Share Mortgage (Cayman Holdco).

A certificate of the Cayman Holdco (signed by a director) confirming that securing the Total Commitments would not cause any security or similar limit binding on it to be exceeded.

A certificate of an authorised signatory of the Cayman Holdco certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

A certificate of good standing issued by the Registrar of Companies in the Cayman Islands in respect of the Borrower and the Cayman Holdco.

A certificate of incumbency issued by the registered office provider of the Cayman Holdco.

Finance Documents

This Agreement duly executed by all parties to it.

The Deed of Release duly executed by all parties to it.

The Borrower Share Mortgage (Cayman Holdco) duly executed by all parties to it.

All share certificates (if any), transfers and stock transfer forms or equivalent duly executed by the Cayman Holdco in blank in relation to the assets subject to or expressed to be subject to the Transaction Security created under the Borrower Share Mortgage (Cayman Holdco) and other documents of title and ancillary deliverables to be provided under the Borrower Share Mortgage (Cayman Holdco) executed by the Cayman Holdco.

Legal opinions

A legal opinion of Linklaters Singapore Pte. Ltd., legal advisers to the Arranger and the Agent in respect of Singapore law, substantially in the form distributed to the Lender prior to signing this Agreement.

A legal opinion of Walkers (Singapore) Limited Liability Partnership, legal advisers to the Arranger and the Agent in respect of Cayman Islands law, substantially in the form distributed to the Lender prior to signing this Agreement.

Other documents and evidence

Evidence that the transfer by the Sponsor of 100 per cent. of each class of the issued share capital of the Borrower to the Cayman Holdco will occur on the Effective Date, including drafts of the following, updated to reflect the transfer:

the memorandum and articles of the Borrower; and

the register of members of the Borrower.

A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly not less than three Business Days prior to the Effective Date) in connection with the entry into and performance of the transactions contemplated by any Amendment Document or for the validity and enforceability of any Amendment Document.

Evidence satisfactory to the Agent that each Finance Party has carried out and is satisfied with the results of all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct pursuant to the transactions contemplated in the Amendment Documents.

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 5 (Transaction expenses) have been paid or will be paid by the Effective Date.

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