Holding back S$2.7 million of a Bangkok purchase until its payroll servers were rebuilt
In early 2024 we agreed in principle to buy Siravanna Software, a Bangkok payroll bureau and software company with 310 staff and about 1,100 clients, for 1.62 billion baht, roughly S$61 million. Unlike in Vietnam, I joined due diligence before the price was fixed, and my team had three weeks of access.
We found that Siravanna's payroll engine ran on two servers in its Bangkok office, on an operating system the vendor no longer supported. Eleven administrator accounts were shared, remote access needed only a password, backups had never been restored in a test, and its records of processing under Thailand's personal-data law were incomplete. None of this meant a breach had occurred. It meant the business could suffer one at any time, and its clients' payroll data would become ours to protect at closing.
I recommended a S$4.5 million holdback, released against remediation milestones, and two conditions before closing: rotating every administrator credential and adding multi-factor authentication to remote access. Our chief strategy officer, who led the deal, disagreed. Another bidder was in the process, and he believed the sellers would walk away rather than accept a holdback of that size. He was probably right. The chief executive settled on S$2.7 million in escrow against four milestones within twelve months, and both pre-closing conditions. I accepted the smaller figure.
The deal closed in July 2024. In November an attacker encrypted a file server in Siravanna's office that had not yet been connected to our network. Because the credentials had been rotated, the attack did not reach the payroll servers, and we restored the file server from backup within a day. Three milestones were met within nine months and the fourth, moving the payroll engine to our hosted environment, in eleven. The escrow was released in full in June 2025.
The cost was real. Two of Siravanna's three senior engineers left within six months, partly because of the pace we set, and we paid contractors S$380,000 to cover them. Since then, every acquisition paper our board receives carries a section of IT findings graded by whether they change price, terms or only the integration plan.
I would offer retention arrangements to the key engineers at signing, not after they resign, and I would ask for four weeks of access rather than three.