# Entity Plan: TS Managed Services

The recurring-revenue half of the TS Services group cash engine. Where TS Technology Consulting sells projects, TS Managed Services sells **ongoing operations** — outsourced IT operations, managed cloud, SOC-as-a-service, dev-as-a-service, application support. Launches alongside TS Technology Consulting in Y1 Q1, initially sharing leadership and office, separating into a distinct entity with its own P&L by end of Y1.

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## Identity

| Field | Value |
|---|---|
| Entity name | TS Managed Services Pte Ltd + TS Managed Services Vietnam Co. Ltd |
| Group | TS Services |
| Target launch | Year 1, Q1 (under TS Technology Consulting umbrella) → separated by end of Y1 |
| Mechanism | Greenfield (within TS Tech Consulting initially) |
| Tier (D17) | Tier 2 (SOE managed-services contracts expected) |
| Legal structure | Standard Singapore HoldCo + Vietnam OpCo per D1; flips to Vietnamese JSC pre-IPO Y6 as part of TS Services group |
| Vietnamese majority required | No at incorporation |

---

## Mission and Wedge

**Mission:** Operate the IT infrastructure, applications, and security functions that Vietnamese mid-market companies and SOEs cannot economically run in-house — at predictable monthly cost, with measurable SLAs, in Vietnamese.

**Specific customer wedge:** Three concentric circles:

1. **Post-project handoff from TS Technology Consulting** — natural farm: customer just did digital transformation with TS Tech Consulting, now needs someone to run the systems
2. **Cloud-operations outsourcing** — Vietnamese companies that moved to AWS/Azure/GCP but don't have FinOps + DevOps + SecOps depth to run it well
3. **Application managed services** — companies running specific applications (Microsoft 365, Salesforce, SAP, custom Vietnamese ERP) needing dedicated ops support

Avoid: pure body-shop staff augmentation (commodity, no margin), break-fix help desk (FPT Services owns this, low margin), security consulting (Argus territory in Y4).

**Why now:**
- Cloud migration wave (2025–2028) creates large pool of customers who just migrated and lack operations capacity
- PDPD/Decree 53 compliance creates ongoing operational obligations (data localization monitoring, breach notification readiness)
- Vietnamese mid-market IT teams turning over at 25–35%/year — internal talent retention is genuinely hard, makes managed services attractive
- AI Ops + SRE practices emerging that small in-house teams can't sustain

**Why us:**
- TS Technology Consulting becomes a feeder of validated customer relationships at handoff time
- Shared Services infrastructure means margin advantage vs standalone competitors who carry their own back-office
- TS Intel and TS Data Services provide differentiated technical capability for AI-augmented operations
- TS-prefix brand provides credibility vs faceless body-shop contractors

---

## Market and Competition

**Total addressable market (Vietnam):**
- Vietnamese IT managed services market: ~$1.8–2.2B (2025), growing 18% per year
- Cloud-ops + DevOps + SRE managed services subset: ~$300–500M, growing 30%+
- Application managed services: ~$600–800M, growing 12%

**Serviceable obtainable market (5-year):** $15–25M ARR realistic at maturity

**Named competitors:**

| Competitor | Stage | Strength | Weakness | Differentiation |
|---|---|---|---|---|
| **FPT Services** | Vietnamese giant | Massive scale, full-service, gov customers | Mid-market underserved; bureaucratic; commodity pricing | Partner-led senior touch; faster onboarding; transparent margin |
| **CMC Cyber Security + CMC Cloud** | Mid-tier player | Decent technical bench, gov access | Smaller scale, narrower service portfolio | Broader portfolio, TS Intel AI-augmented ops |
| **Vinasoft, NashTech, KMS Technology, TMA Solutions** | Vietnamese software services | Offshore delivery strength, English fluency | Project-shop DNA, not built for managed services | Native managed services model, not project remnant |
| **Rackspace, Ensono (international MSPs in Vietnam)** | Foreign managed services | International methodology | Premium pricing, limited Vietnamese context | Better Vietnamese regulatory fluency, lower price point |
| **Captive/in-house IT teams (the real competitor)** | Status quo | Already there, known cost | Talent attrition, capability gaps, cost pressure | Demonstrated TCO advantage + capability lift |

**Macro trends supporting:**
- Vietnamese cloud spend doubling 2025–2028 (AWS, Azure, Google all aggressively expanding)
- 24/7 SRE/ops talent in Vietnam fragmented and expensive; consolidation creates economic case
- AI Ops emerging — small in-house teams can't keep up with tooling sprawl
- Compliance load on operations growing (PDPD, Decree 53, sector regulations)
- Vietnamese corporate IT budgets shifting from capex to opex (favors managed services)

---

## Customer Strategy

**Ideal Customer Profile (ICP):**
- 200–2,000 employees, $20M–$500M revenue
- Active cloud presence (AWS, Azure, GCP) — already migrated or actively migrating
- Industries with regulatory operational load: financial services, healthcare, education, retail/F&B chains
- Companies that just completed a TS Technology Consulting engagement (highest-conversion ICP)

**First 10 customer targets (Y1 Q2–Y2 Q2):** Initial set comes from TS Technology Consulting customer handoffs. Direct prospecting targets:

1. **Bao Viet Insurance** — managed Salesforce + PDPD ops (follow from TS Tech Consulting)
2. **VietJet** — managed CDP + customer-data ops
3. **Masan Consumer** — managed supply-chain platform ops
4. **Techcombank middle-office systems** — outsourced application ops
5. **Hoan My Hospital Corporation** — managed EMR ops
6. **CMC University** — managed learning-platform ops
7. **Sun Group resort IT** — managed property-systems ops
8. **HSC Securities trading-systems support** — managed application + DR
9. **Khang Dien Real Estate** — managed CRM + sales-ops platform
10. **Vinasun Taxi** — managed fleet platform ops

**Customer acquisition motion:**
- **Y1**: ~80% from TS Technology Consulting handoffs; ~20% direct from senior partner network
- **Y2**: 60% from TS Tech Consulting; 30% direct (dedicated AE hire Q2); 10% from referrals
- **Y3+**: Independent BD function; named-account targeting; sector specialization

**Pricing model:**
- **Monthly retainer**: $5K–$80K/month per customer; tier based on systems-under-management + SLA
- **Per-FTE-equivalent pricing**: $4K–$8K/month per FTE-equivalent of capacity
- **Outcome-based add-ons**: uptime guarantees, cost-reduction shared savings
- **Project work** (one-off changes, migrations, optimization): hourly or fixed-fee

**Customer wedge gate (D18):** ≥2 signed managed-services contracts with ≥18-month term totaling ≥$25K MRR before launch (sourceable from TS Tech Consulting customer pipeline).

---

## Capital and Cap Table

**Founder injection at incorporation:** $0 standalone (initial costs absorbed inside TS Tech Consulting's $300K Y1 budget). Separate $100–150K injection at Y1 Q4 entity separation if needed.

**External round at incorporation:** None. Recurring-revenue services bootstrap easily.

**Cap table at launch (after Y1 Q4 separation):**

| Stakeholder | Allocation | Notes |
|---|---|---|
| TS Holdings Pte Ltd | 75% | Slightly higher than TS Tech Consulting because operator-CEO recruited later (Y2) and inherits a working book; founder-partner equity smaller |
| Operator-CEO | 10% | 4-year vest, hired Y1 Q3–Q4 |
| ESOP pool | 15% | Per D3 |

**Performance milestones tied to capital:**
- **12 months**: $50K MRR run-rate, 8–10 customers, separated entity P&L
- **24 months**: $200K MRR, 25+ customers, dedicated AE + Customer Success function
- **36 months**: $500K+ MRR, sector specialization (e.g., fintech managed services as named practice)

**Capital gate (D18):** None additional — bootstraps from TS Tech Consulting revenue and customer flow.

---

## Operator-CEO Profile

**Required experience:**
- 8+ years operating an MSP or managed services practice (FPT Services, CMC, NashTech, or international MSP Vietnam ops)
- Demonstrated ability to build and retain SRE/DevOps teams (highest-churn talent pool in Vietnam)
- Customer success and SLA-management discipline
- Vietnamese national; English fluency for international cloud-vendor relationships
- Operations DNA — not consulting partner DNA. Different muscle.

**Likely sourcing channels:**
- FPT Services regional manager level (looking for less corporate, more upside)
- Heads of managed services at NashTech, TMA Solutions, KMS, Vinasoft
- Vietnam country leads at international MSPs (Rackspace, Ensono, Capgemini Managed Services)
- Internal promotion from TS Technology Consulting's tech-delivery lead (potential)

**Compensation model:** Standard model (TS 75%) — operator joins a working business with existing customer book, not founding from zero. Cash competitive (~$80–120K + bonus + ESOP).

**Reports to:** Founder until TS Services Group MD in place (end of Y2). Then Group MD.

**CEO gate (D18):** Operator-CEO hired by end of Y1 Q3 (in time to lead entity separation Q4). If not hired by Q3, separation slips to Y2 Q1.

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## Founding Team

**First 8 hires (Y1 Q3 – Y2 Q1):**

| Role | When | Comp range (USD) | Sourcing priority |
|---|---|---|---|
| Operator-CEO | Y1 Q3 | $80–120K + ESOP | Highest |
| Head of Cloud Ops (Sr SRE/DevOps lead) | Y1 Q3 | $50–80K + ESOP | High |
| Head of Application Ops | Y1 Q4 | $45–70K + ESOP | High |
| Customer Success Lead | Y1 Q4 | $35–55K + ESOP | High |
| SRE × 2 | Y1 Q4 – Y2 Q1 | $30–50K each | High |
| Application Support Engineers × 2 | Y2 Q1 | $25–40K each | Medium |
| Account Executive (BD) | Y2 Q2 | $35–55K + commission | Medium |

**Headcount trajectory:** Y1 end: 6–8 · Y2: 18–25 · Y3: 35–50 · Y5: 80–120

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## Product / Tech Strategy

Limited proprietary product. Key tooling decisions:

**Core IP we build:**
- Vietnamese cloud-cost optimization playbook (FinOps tailored to local pricing dynamics)
- PDPD operational-readiness framework (operational, not legal — running data residency in practice)
- Managed-services delivery platform (internal tooling — likely built on Jira Service Management or freshservice)
- Runbook library — proprietary playbooks per technology stack

**Build vs buy:**
- Monitoring/observability: Datadog or New Relic (buy)
- Ticketing: Jira Service Management or freshservice (buy)
- Cloud automation: Terraform + Ansible (open source)
- AIOps: TS Intel partnership for log-anomaly detection and ticket-routing intelligence

**TS Intel dependency:** AIOps capabilities (anomaly detection, automated triage, intelligent runbook selection) become a key differentiator. Cross-entity IP licensing per D5.

**TS Data Services dependency:** Strong — customer workloads landing on TS Data Services Commercial Arm (Y3+) become natural managed-services pipeline.

**Technical risks:**
- **24/7 coverage staffing complexity** — Vietnamese labor law makes shift-work payroll complex
- **AIOps lag vs international MSPs** — international MSPs have more sophisticated tooling; we must close gap fast

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## Go-to-Market

**Sales motion:**
- Y1: Founding partner of TS Tech Consulting plus operator-CEO of TS Managed Services personally close all deals; warm handoff from TS Tech Consulting accounts
- Y2: Dedicated AE for outbound; senior leaders handle expansions and renewals
- Y3+: Vertical-specialized sales (financial services MSP, healthcare MSP)

**Channel strategy:**
- AWS Managed Services Partner (MSP) certification — Year 1 priority
- Microsoft Azure Expert MSP certification — Year 2 target
- Google Cloud Premier Partner — Year 2–3
- Datadog, New Relic, Snowflake, Salesforce — implementation + managed services partnerships

**Partnership / anchor customer strategy:**
- First anchor: TS Holdings entities themselves (Shared Services, TS Tech Consulting, TS People all need managed services for their own IT) — credible internal reference
- Second anchor: one named Vietnamese conglomerate handed off from TS Tech Consulting

**Marketing approach:**
- SLA transparency as differentiator — publish anonymized SLA performance dashboards
- Case studies focused on cost-reduction outcomes (managed services buyer is the CFO)
- TS Media content on FinOps, AIOps trends in Vietnam

**Cross-sell within TS portfolio:**
- TS Managed Services becomes operational backbone for portfolio entities
- TS Data Services Commercial Arm — co-sells managed cloud
- Argus (Y4+) — security operations managed services overlap; clear demarcation needed

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## Milestones

| Horizon | Target |
|---|---|
| 90 days (within TS Tech Consulting umbrella) | First 2 managed-services contracts signed (from existing TS Tech Consulting customer flow); managed-services delivery framework defined |
| 6 months | 5 customers, $25K MRR; operator-CEO hired; SLA framework live |
| 12 months | 8–10 customers, $50K MRR; entity separated with own P&L; AWS MSP certification |
| 24 months | 25 customers, $200K MRR; cash-flow positive; first vertical specialization launched |
| 36 months | 40+ customers, $500K+ MRR; M&A target evaluation for sub-practice acquisition |
| 60 months (Y5) | $2–4M MRR; part of TS Services group HOSE/HNX listing prep |

---

## Risks (Top 3)

1. **24/7 SRE/Ops talent retention** — Vietnamese tech-ops talent has 30%+ annual attrition; tooling vendors (Datadog, Snowflake, etc.) actively recruit our team. Cost of replacement is high; SLA at risk when key engineers leave.
   - **Mitigation:** Above-market base + meaningful ESOP for SRE leads; continuous learning budget; rotation through high-visibility projects; clear promotion paths.

2. **Margin compression vs FPT Services on commodity work** — FPT Services can outbid on volume because internal cost structure is amortized. Risk of being squeezed in the middle (too small to win volume deals, too expensive to win sole-bidder deals).
   - **Mitigation:** Avoid commodity body-shop work; specialize in higher-margin AIOps + managed cloud + sector-specific managed application services; clear scope discipline.

3. **Customer concentration risk from TS Tech Consulting feeder** — if 80% of customers come from one source, that source's slowdown stalls TS Managed Services growth.
   - **Mitigation:** Build independent BD function by Y2 Q2; target 50%+ direct customers by end of Y3.

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## Cross-portfolio synergies

**Customer flow (TS Managed Services → other TS entities):**
- Customers using TS Block / TS Pay for payments (when financial-services managed services)
- Customers needing TS People HRIS / hiring services
- Customers needing project work back to TS Technology Consulting (re-handoff)

**Customer flow (other TS entities → TS Managed Services):**
- TS Technology Consulting (primary feeder — 80% of Y1 customers)
- TS Data Services Commercial Arm — co-managed cloud
- TS Health customers needing IT-ops
- TS Education customers needing platform-ops

**Shared infrastructure consumed:**
- Shared Services for cost-plus 8% finance/HR/legal/etc.
- TS Brand & IP license
- TS Intel for AIOps capabilities
- TS Tech Consulting customer relationships at handoff

**Shared infrastructure provided:**
- Operational backbone for portfolio entities (their internal IT can be managed by this entity)

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## Tier-specific requirements (Tier 2)

Per [government-customer-compliance.md](../government-customer-compliance.md):

- [ ] Vietnamese-citizen Người đại diện theo pháp luật — operator-CEO
- [ ] D&O insurance Vietnamese carrier
- [ ] Independent Compliance Officer (shared with TS Tech Consulting Y1, dedicated by Y3)
- [ ] Office space — co-located with TS Tech Consulting until separation, separate floor Y2
- [ ] Banking Tier 2 (Techcombank, VPBank, HSBC Vietnam)
- [ ] Document retention infrastructure (especially SLA breach records, incident logs)
- [ ] Anti-corruption training before first SOE managed-services contract

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## Exit / outcome scenarios

| Scenario | Probability | Outcome | Timeline |
|---|---|---|---|
| **Carve-out IPO as part of TS Services group** | 25–35% | Material component of Vietnamese listing | Y6–Y7 |
| **Strategic sale to international MSP** (Rackspace, NTT Data, Capgemini, Wipro) | 15–25% | $40–80M at $4M+ MRR | Y4–Y6 |
| **Cash-generative sustained operation** | 30–40% | $1–3M MRR sustained; high-margin services contributing to portfolio cash | Y3+ |
| **Stall at sub-scale** | 15–25% | $500K MRR plateau; consolidation candidate | Y3–Y5 |
| **Fail** | 5–10% | Wind down; absorb back into TS Tech Consulting | Y2–Y3 |

**5-year valuation target (75th percentile):** $30–60M as part of TS Services group

**8-year valuation target (75th percentile):** $80–200M as listed component

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## Dependencies and gating

**External dependencies before separation (Y1 Q4):**
- Operator-CEO offer signed
- 2+ managed-services contracts active (from TS Tech Consulting flow)
- AWS MSP certification process started

**Internal dependencies:**
- TS Tech Consulting in active customer-acquisition mode (provides feeder pipeline)
- Shared Services capacity confirmed
- Banking at Tier-2 bank ready

**Decision gate (per D18):**
- [ ] CEO gate: operator-CEO signed Y1 Q3
- [ ] Customer gate: ≥2 managed-services contracts ≥18 months
- [ ] Capital gate: no external; revenue covers initial costs
- [ ] Capacity gate: Shared Services confirms support for separated entity

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## Related documents

- [ts-technology-consulting.md](ts-technology-consulting.md) — parent/feeder entity
- [../aggressive-8-year-growth-plan.md](../aggressive-8-year-growth-plan.md) — Y1 position
- [../operator-ceo-recruiting.md](../operator-ceo-recruiting.md)
- [../government-customer-compliance.md](../government-customer-compliance.md) — Tier 2 items
- [../../notes/decisions.md](../../notes/decisions.md) — D1, D3, D5, D6, D7, D17, D18