# Entity Plan: TS Technology Consulting

The Year 1 cash engine. Pure enterprise services arm doing digital transformation consulting, technology strategy, and PDPD/Decree 53 compliance advisory for Vietnamese mid-market and SOE customers. Cash-flow positive by Q3 of Year 1; funds Shared Services overhead and provides early-stage learning surface for subsequent entity launches.

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## Identity

| Field | Value |
|---|---|
| Entity name | TS Technology Consulting Pte Ltd + TS Technology Consulting Vietnam Co. Ltd |
| Working name(s) | TS Tech Consulting; eventual umbrella for TS Services Group carve-out IPO (Y6) |
| Group | TS Services |
| Target launch | Year 1, Q1 |
| Mechanism | Greenfield |
| Tier (D17) | Tier 2 (SOE customers expected) |
| Legal structure | Standard Singapore HoldCo + Vietnam OpCo per D1; flips back to Vietnamese JSC pre-IPO (Y5 prep, Y6 list) |
| Vietnamese majority required | No at incorporation; Vietnamese JSC required for HOSE/HNX listing path Y6 |

---

## Mission and Wedge

**Mission:** Help Vietnamese mid-market companies and SOEs execute digital transformation by combining international consulting rigor (Big 4 frameworks) with deep local execution capability (Vietnamese engineering talent, regulatory fluency).

**Specific customer wedge:** Vietnamese companies with 200–2,000 employees facing one of three forcing functions:
1. **PDPD / Decree 53 compliance** — must localize personal data and update consent architecture by enforcement dates; needs both legal interpretation and technical implementation
2. **Cloud migration off legacy on-prem** — pressure from CFO on data center renewals; needs migration strategy + execution capacity
3. **AI strategy for the C-suite** — board pressure to "do something with AI"; needs vendor selection, use-case prioritization, pilot delivery

Avoid: digital agency work (TS Studio territory), pure systems integration commodity (FPT IS owns this), regulatory-only legal advisory (law firms own this).

**Why now:**
- PDPD enforcement deadlines biting (effective 2023, escalating enforcement through 2026)
- Vietnamese mid-market sitting on aging on-prem infrastructure (peak refresh 2026–2028)
- SOE digital-transformation mandates from MIC, Vingroup-Vinmec-style consolidations creating active RFPs
- Big 4 advisory practices priced out of the mid-market (>$1M projects)
- FPT IS focused on enterprise and government top-tier, leaves mid-market underserved

**Why us:**
- Founder's network in Vietnamese tech ecosystem opens warm doors at 30+ named target accounts
- TS Shared Services provides credible delivery infrastructure (HR, finance, legal) without consultancy overhead
- TS Brand & IP Holdings + TS Media presence creates differentiated brand vs faceless contractors
- Founding partner with FPT IS / KPMG-equivalent background brings methodology + client relationships
- Eventual cross-sell into TS Ventures portfolio (CoreHR, Mira, TS Block) creates expansion revenue

---

## Market and Competition

**Total addressable market (Vietnam):**
- Vietnamese IT services market: ~$5.5B (2025), growing 12–15% per year
- Mid-market and SOE digital transformation subset: ~$1.2–1.5B
- Vietnamese PDPD/Decree 53 compliance advisory specifically: ~$200–400M emerging market, 30%+ annual growth through 2028

**Serviceable obtainable market (5-year):** $30–50M addressable revenue at 2–4% market share = realistic $1.5–2M Y1, $8–15M Y5

**Named competitors:**

| Competitor | Stage | Strength | Weakness | How we differentiate |
|---|---|---|---|---|
| **FPT IS** | Dominant Vietnamese IT services | Massive scale, deep gov relationships, $500M+ revenue | Bureaucratic, mid-market priced like enterprise, slow to ship | Faster delivery, partner-led model, transparent pricing |
| **CMC TS** | Second-largest Vietnamese IT services | Strong technical bench, gov customers | Less consulting brand than FPT, weaker mid-market motion | Same FPT positioning + more product-oriented thinking |
| **VNG Solutions** | VNG's enterprise arm | Cloud expertise, AI capability | Limited consulting breadth, captive use cases | Independent advisor positioning; not selling our own platform |
| **KPMG / Deloitte / PwC / EY Vietnam** | Big 4 advisory practices | Brand, methodology, audit cross-sell | Priced for enterprise ($1M+ projects), slow delivery, limited engineering depth | 30–60% lower price point with comparable methodology + actual implementation capacity |
| **Boutique consulting (ASART, Avalon Consulting, etc.)** | Local advisory | Local market knowledge | Sub-scale, limited tech depth | Larger team, technical execution, TS brand backing |

**Macro trends supporting:**
- PDPD enforcement crackdowns creating compliance-driven advisory demand
- Vietnamese cloud adoption accelerating (AWS, Google, Microsoft all expanding regional presence; pressure on legacy)
- AI-strategy demand from boards (every Vietnamese company asking "what's our AI strategy?")
- Vietnamese government cloud mandates pulling SOEs into modernization spend
- Big 4 advisory burnout creates senior-talent recruitment opportunity

---

## Customer Strategy

**Ideal Customer Profile (ICP):**
- Vietnamese mid-market (200–2,000 employees) or SOE
- Revenue $20M–$500M
- Industries: financial services (non-bank, especially insurance + securities), real estate, F&B chains, manufacturing, healthcare, education
- Active digital transformation initiative or named CIO/CTO with budget authority
- Geography: Hanoi or HCMC primary, can serve Da Nang and provincial

**First 10 customer targets (named, Q1–Q2 Year 1):**

These are illustrative target profiles; founding partner refines with named accounts based on existing relationships:

1. **Bao Viet Insurance** — PDPD compliance + claims modernization
2. **Sun Group (resort operations IT)** — F&B + hospitality systems integration
3. **Masan Consumer (supply chain digitization)** — Mira cross-sell opportunity
4. **VietJet (loyalty + customer data)** — PDPD-driven CDP rebuild
5. **CMC University (digital learning infrastructure)** — TS Education cross-sell
6. **Hoan My Hospital Corporation** — TS Health cross-sell
7. **Techcombank (RPA + middle-office modernization)** — TS Block adjacency
8. **HSC Securities (trading platform modernization)** — fintech-adjacent SSC compliance
9. **Khang Dien Real Estate (sales CRM + customer journey)** — TS Land cross-sell adjacency
10. **Vinasun Taxi (fleet management + driver app)** — operational modernization

**Customer acquisition motion:**
- **Year 1**: warm-network outbound from founder + founding partner; named-account targeting; speak at 4–6 industry conferences (Vietnam Web Summit, VINASA events, Tech in Asia Vietnam, Banking Vietnam)
- **Year 2**: add inbound from TS Media earned media (founder thought leadership, case studies, podcast); first 1–2 dedicated AEs
- **Year 3**: ABM motion targeting 100 named accounts; channel partnerships with regional infrastructure vendors

**Pricing model:**
- **Strategy/advisory projects**: $50K–$300K, 4–12 weeks
- **Implementation/delivery projects**: $200K–$2M, 3–18 months
- **Managed services retainers** (handed to TS Managed Services): $20K–$200K/month
- Day rates: $1,000–$2,500/day for senior consultants; $500–$1,200 for associates

**Customer wedge gate (D18):** ≥3 signed master service agreements with named accounts totaling ≥$500K of contracted Year-1 revenue, signed before launch quarter ends. Two of three must be active PDPD-compliance engagements.

---

## Capital and Cap Table

**Founder injection at incorporation:** $300K USD (per [year-1-deployment-plan.md](../year-1-deployment-plan.md) — 6-month runway for ~8 Vietnam-loaded FTEs)

**External round at incorporation:** None at incorporation. Services businesses bootstrap from revenue. Optional minority round Y2 ($1–2M from a Vietnamese strategic — likely a CFO-network family office) to accelerate hiring.

**Cap table at launch:**

| Stakeholder | Allocation | Notes |
|---|---|---|
| TS Holdings Pte Ltd | 70% | Reduced from standard 85% to accommodate founding partner |
| Founding partner | 15% | Senior partner-level operator; 4-year vest with 1-year cliff |
| ESOP pool | 15% | Standard per D3; deployed across senior consultants |

**Performance milestones tied to capital:**
- **6 months**: $500K signed revenue; 8 FTEs hired; first PDPD project delivered
- **12 months**: $1–2M ARR run-rate; cash-flow positive; founding partner ESOP first cliff vests
- **18 months**: $3–5M ARR; second-tier partner promoted; consider minority external round
- **24 months**: $5–8M ARR; carve-out preparation begins; M&A target evaluation for sub-practice consolidation

**Capital gate (D18):** Founder $300K committed (already approved in Model B Y1 envelope). No external capital required at incorporation — services model.

---

## Operator-CEO Profile

**Required experience:**
- 10+ years in technology consulting at FPT IS, CMC TS, VNG Solutions, or Big 4 advisory (KPMG, Deloitte, PwC, EY Vietnam)
- Senior partner or principal level — demonstrated ability to land $500K+ engagements
- Active book of relationships with Vietnamese mid-market CIOs and SOE technology leaders
- Vietnamese national (required for SOE business and for Vietnamese JSC pre-IPO flip-back); fluent in English for international investors
- Track record of building consulting teams (recruited and retained 10+ senior consultants)

**Likely sourcing channels:**
- FPT IS senior partners frustrated with bureaucracy and limited equity upside (highest-probability source)
- Big 4 advisory partners reaching senior partner ceiling and seeking founder-level economics
- CMC TS principals with similar dynamics
- Vietnamese diaspora returnees from Accenture / IBM Consulting / McKinsey

**Compensation model:** Founder-shareholder variant per [operator-ceo-recruiting.md](../operator-ceo-recruiting.md) — 15% founding partner equity, $120–160K USD base + 30–50% bonus tied to revenue/profitability/team-building milestones. This is essential — A-tier Vietnamese consulting partners will not leave FPT IS / Big 4 for standard 85%-TS ownership.

**Reports to:** Founder directly until TS Services Group MD exists (target end of Year 2). Then reports to Group MD with dotted line to founder.

**CEO gate (D18):** Named candidate identified before Q0 closes. CIR engagement Q0 (3-month paid retainer while exploring fit, building 12-month business plan, beginning customer-pipeline development). Offer signed Q1. No incorporation before signed offer — if Q1 slips on CEO recruitment, the entire Y1 plan slips because TS Tech Consulting is the cash engine for Years 2+ launches.

---

## Founding Team

**First 10 hires beyond CEO (Y1 Q1–Q3):**

| Role | When | Comp range (USD) | Sourcing priority |
|---|---|---|---|
| Senior Consultant — Strategy | Q1 | $60–90K + bonus + ESOP | High |
| Senior Consultant — Tech delivery lead | Q1 | $60–90K + bonus + ESOP | High |
| Senior Consultant — PDPD compliance lead | Q1 | $55–80K + bonus + ESOP (legal/regulatory background) | High |
| Consultant — Cloud architecture | Q2 | $40–60K + ESOP | Medium |
| Consultant — Data engineering | Q2 | $40–60K + ESOP | Medium |
| Consultant — AI/ML | Q2 | $45–65K + ESOP | Medium (shared with TS Intel) |
| Business Development / Account Manager | Q2 | $35–55K + commission + ESOP | High |
| Operations / Project Manager | Q3 | $30–45K + ESOP | Medium |
| Junior consultants ×2 | Q3 | $20–35K each | Low (volume hire) |

**Headcount trajectory:** Y1 end: 8–12 · Y2: 20–30 · Y3: 40–60 · Y5 (pre-IPO): 100–150

---

## Product / Tech Strategy

Services entity — limited proprietary product. Build minimal:

**Core IP we build:**
- PDPD-compliance assessment methodology (proprietary framework, becomes book-of-IP)
- Vietnamese cloud-migration playbook (cross-cloud comparison, regulatory mapping)
- AI vendor-selection scorecard (Vietnamese-specific including local LLMs vs international)
- Internal: consulting delivery management tooling (timesheets, project ops) — likely off-the-shelf (e.g., Mavenlink, Kantata)

**TS Intel dependencies:**
- AI strategy projects increasingly use TS Intel as the delivery engine (TS Tech Consulting sells the strategy, TS Intel builds the implementation). IP licensing per D5: TS Tech Consulting pays standard internal rate to TS Intel; both entities share customer relationship.

**TS Data Services dependencies:**
- Cloud-migration projects often land customer infrastructure on TS Data Services Commercial Arm. Standard internal referral fee; customer choice of cloud (TS Data Services not exclusive).

**Technical risks:**
- **Talent retention vs FPT salaries**: senior consultants are expensive in Vietnam; FPT can outbid with corporate ladder. Mitigation: ESOP + faster promotion + project variety.
- **Methodology IP leakage**: senior consultants leaving for competitors take frameworks. Mitigation: non-compete clauses, deferred bonus structure, partner-track equity.

---

## Go-to-Market

**Sales motion:** Senior partner-led for the first 18 months. Founder + founding partner personally lead all $200K+ pursuits. Dedicated AE comes in Q2 to handle smaller engagements and pipeline development.

**Channel strategy:** Limited direct channel partnerships in Year 1. Considerations for Year 2:
- AWS Vietnam (consulting partner status for cloud migrations)
- Microsoft Vietnam (M365 + Azure migration consulting)
- Specific vertical vendor partnerships (e.g., Salesforce Vietnam, Snowflake Asia)

**Partnership / anchor customer strategy:**
- First anchor: one named Vietnamese conglomerate as a Year-1 reference (target: Sun Group, Masan, or REE Corporation)
- Second anchor: one regulated financial services customer to validate compliance-advisory capability (target: Bao Viet, Techcombank, HSC)
- Cross-portfolio anchor: TS Holdings entities themselves consume TS Tech Consulting for their own digital transformation — generates initial reference book

**Marketing approach:**
- Founder thought leadership: 1 LinkedIn article/week, monthly podcast appearance, quarterly keynote
- TS Media collaborates on: Vietnamese Tech Transformation Report (annual, becomes industry reference)
- Conferences: speak at VINASA Industry 4.0 Summit, Vietnam ICT Summit, Vietnam Banking Tech, regional Tech in Asia events
- Case studies: 4 published per year (with customer permission), distributed via TS Media

**Cross-sell within TS portfolio:**
- TS Tech Consulting → CoreHR (when consulting reveals HR pain) — referral fee
- TS Tech Consulting → Mira (when consulting reveals ERP pain)
- TS Tech Consulting → TS Block (when consulting reveals payments pain)
- TS Intel pulled in as delivery resource on AI projects
- TS Data Services as cloud landing infrastructure
- TS Managed Services takes over post-project operational support

---

## Milestones

| Horizon | Target |
|---|---|
| 90 days post-incorporation | 8 FTEs hired; 3 master service agreements signed; first PDPD assessment delivered; pipeline of 15 active conversations |
| 6 months | $500K contracted revenue; 12 FTEs; first multi-million project signed; founding partner ESOP cliff |
| 12 months | $1.5–2M ARR run-rate; cash-flow positive; 15–20 FTEs; case study book of 3 published; second senior partner recruited |
| 24 months | $4–6M ARR; 30 FTEs; minority external round optional ($1–2M from Vietnamese strategic); first formal practice areas (Compliance Advisory, Cloud Practice, AI Practice) |
| 36 months | $8–12M ARR; 50–60 FTEs; cash-flow strongly positive; carve-out IPO prep begins (Vietnamese JSC sub-holding incorporated) |
| 60 months (Y5) | $20–30M ARR; 100–150 FTEs; HOSE/HNX listing process active |

---

## Risks (Top 3 entity-specific)

1. **Founding partner recruitment delay or wrong fit** — single highest risk. TS Tech Consulting cannot launch without an A-tier founding partner with active customer relationships. If Q0 CIR engagement fails to find the right candidate, Y1 plan slips entire portfolio.
   - **Mitigation:** Begin pipeline-building 3 months before Q0 launch; identify 5+ named candidates; budget for 2 parallel CIR engagements; founder personal time committed to recruitment.

2. **FPT IS competitive response targeting our customers** — FPT IS has dedicated mid-market account teams who will defend their book aggressively if we win marquee accounts. Pricing pressure and aggressive RFP responses likely.
   - **Mitigation:** Compete on speed + partner-led relationships, not price; choose first reference accounts where FPT IS coverage is weak (mid-market PDPD specifically); avoid head-on pricing wars on commodity work.

3. **Talent retention vs FPT salaries and corporate ladder** — senior Vietnamese consultants have 5–10 year tenure at FPT with clear promotion paths and stable compensation. ESOP upside is theoretical; FPT bonus is in hand. We will lose talent to FPT in normal market conditions.
   - **Mitigation:** Faster promotion velocity; partner-track equity for top performers; project variety vs FPT's predictable cycles; competitive base + meaningful ESOP; build culture differentiation that retains talent on non-financial dimensions.

---

## Cross-portfolio synergies

**Customer flow (TS Tech Consulting → other TS entities):**
- CoreHR / TS People — HR modernization opportunities surfaced in transformation projects
- Mira — ERP modernization opportunities surfaced; especially F&B and manufacturing customers
- TS Block / TS Pay — payments modernization in financial-services customers
- TS Intel — AI delivery on consulting strategy work
- TS Data Services — cloud infrastructure landing
- TS Managed Services — post-project ongoing operations (most natural cross-sell)
- Vitrine — if museum/heritage customers surface, refer
- Argus — security consulting handoff to dedicated security entity (Y4+)

**Customer flow (other TS entities → TS Tech Consulting):**
- TS Investment Services (Y6+) refers portfolio companies needing transformation advisory
- TS Block customers needing fintech integration strategy
- TS Health customers needing healthcare-IT advisory (especially compliance)

**Shared infrastructure consumed:**
- TS Shared Services finance, legal, HR ops billing at cost-plus 8% per D6
- TS Brand & IP Holdings: licenses TS trademark per D5 (revenue royalty 1–2%)

**Shared infrastructure provided:**
- TS Intel spin-out (Y2) emerges from TS Tech Consulting's AI practice — TS Tech Consulting is the parent in the spin-out cap table per D20
- Pipeline of operator-CEO candidates: senior consultants become CEO candidates for other TS entities over time
- Methodology library: PDPD framework, cloud-migration playbook used by other TS entities for their own customers

---

## Tier-specific requirements (Tier 2)

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

- [ ] Vietnamese-citizen Người đại diện theo pháp luật identified — likely the founding partner (operator-CEO)
- [ ] D&O insurance from Vietnamese carrier quoted (PVI or Bao Viet — ~VND 5–10bn coverage to start)
- [ ] Independent Compliance Officer identified — can be shared with TS Managed Services in Y1, dedicated by Y3
- [ ] Office space — separate floor from TS Holdings parent; co-location with TS Managed Services acceptable
- [ ] Banking — Techcombank or VPBank (Tier 2 commercial banking per government-customer-compliance.md)
- [ ] Document retention infrastructure ready (consulting engagements generate substantial paper trail)
- [ ] State-secrets handling assessment — likely no state-secret exposure in first 24 months; reassess if SOE customer projects involve classified data
- [ ] External counsel for anti-corruption training engaged (mandatory before first SOE engagement)

---

## Exit / outcome scenarios

| Scenario | Probability | Outcome | Timeline |
|---|---|---|---|
| **Carve-out IPO success** (TS Services group lists on HOSE/HNX) | 25–35% | $50–150M cash event to TS Holdings; TS Tech Consulting retains ~30–50% of group market cap | Y6–Y7 |
| **Strategic sale to international IT services** (Accenture, Capgemini, NTT Data, Wipro Vietnam expansion) | 15–25% | $40–100M at $30M+ ARR | Y4–Y6 |
| **Cash-generative sustained operation** (no exit, ongoing dividends to TS Holdings) | 25–35% | $15–30M ARR sustained; $5–10M annual upstream cash flow | Y3+ ongoing |
| **Stall at sub-scale** ($5–10M ARR plateau, growth flat) | 15–20% | Consolidate with TS Managed Services or sell to second-tier acquirer | Y3–Y5 |
| **Fail** (founding partner exits, key customers lost) | 5–10% | Wind down or sell at salvage; TS Holdings exposure capped at deployed founder + retained earnings | Y2–Y3 |

**5-year valuation target (75th percentile outcome):** $80–120M (8× $12M ARR at IPO-comparable multiple)

**8-year valuation target (75th percentile outcome):** $200–400M as listed TS Services group component

---

## Dependencies and gating

**External dependencies before incorporation:**
- Founding partner offer signed (CEO gate)
- 3 master service agreements signed with named customers (Customer gate)
- Founder $300K committed (Capital gate — already approved)
- TS Shared Services capacity to support new entity (Capacity gate — confirmed in [year-1-deployment-plan.md](../year-1-deployment-plan.md))

**Internal dependencies on other TS entities:**
- TS Shared Services Vietnam Co. Ltd live (provides finance, legal, HR ops)
- TS Brand & IP Holdings live (licenses TS trademark for marketing)
- Banking relationship at Techcombank or VPBank Vietnam ready

**Decision gate (per D18):** All four gates must pass before incorporation. If any gate slips past Q1, incorporation slips a quarter.

---

## Related documents

- [../aggressive-8-year-growth-plan.md](../aggressive-8-year-growth-plan.md) — Y1 position
- [../year-1-deployment-plan.md](../year-1-deployment-plan.md) — Q1 detailed launch sequence
- [../operator-ceo-recruiting.md](../operator-ceo-recruiting.md) — founding partner sourcing
- [../government-customer-compliance.md](../government-customer-compliance.md) — Tier 2 compliance items
- [../../notes/decisions.md](../../notes/decisions.md) — D1 (Singapore parent), D3 (per-entity ESOP), D5 (IP licensing), D6 (intercompany), D17 (tier classification), D18 (CEO-first), D19 (M&A), D20 (spin-out — TS Intel emerges from here)