Privileged &Confidential

HIGH STREET
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Information Memorandum

May 2009
Privileged &Confidential
HIGH STREET
Page 2 of 15
Disclaimer

This report is for the personal information of the authorized recipient and does not construe to be any investment, legal or taxation advice to
you. Taj Milk Foods Limited (TMFL / Company) is not soliciting any action based upon it. This report is not for public distribution and has been
furnished to you solely for your information and should not be reproduced or redistributed to any other person in any form.

The report is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be
relied upon such. TMFL or any of its affiliates or employees shall not be in any way responsible for any loss or damage that may arise to any
person from any inadvertent error in the information contained in this report. TMFL or any of its affiliates or employees do not provide, at any
time, any express or implied warranty of any kind, regarding any matter pertaining to this report, including without limitation the implied
warranties of merchantability, fitness for a particular purpose, and non-infringement. The recipients of this report should rely on their own
investigations.

The Memorandum does not purport to be all-inclusive or necessarily to contain all the information that a prospective investor may desire in
investigating the Company or its divisions, and may be subject to updating, revision or amendment. Neither the issue of this Memorandum
nor any part of its contents is to be taken as any form of commitment on the part of High Street or the promoters or any of its subsidiaries or
affiliates to proceed with the investment envisaged by the issue of this Memorandum and High Street or the promoters reserve the right to
amend the proposed timetable and/or the investment procedure, to terminate the procedure and to terminate any discussions and
negotiations with any prospective purchaser at any time and without giving any reason.

In no circumstances will High Street or the promoters or any of its subsidiaries or affiliates (including the Company) be responsible for any costs
or expenses incurred in connection with any appraisal or investigation of the Company or for any other costs or expenses incurred by
prospective purchasers in connection with the proposed investment in the Company.

Should this Memorandum (through the act or default of the recipient) reach other persons without our written consent, the recipient will
indemnify High Street and each company in the promoters' group against any loss or damage or other liabilities (including all costs) which
they may suffer as a result. In providing this Memorandum, the Company and its advisers undertake no obligation to invite the recipient to
proceed with a further investigation of the Company and its subsidiary companies, nor to provide the recipient with any additional
information, nor otherwise to negotiate with or treat with the recipient in respect of those companies.

By requesting the Memorandum, recipients agree that they will on request, promptly return to High Street, this Memorandum and all further
information and material, sent or made available without retaining any copies thereof or any notes, analyses or information relating thereto.
Privileged &Confidential
HIGH STREET
Page 3 of 15
Contact Details

After the receipt of this Memorandum, if any person is interested in discussing or require any further queries / details /
clarifications on this investment proposal, any of the following may be contacted:


Nirbhaya Mishra
Associate Director
High Street
New Delhi
M: +91 98108 56544
nirbhaya.mishra@gmail.com

Anshul J ain
Associate Director
High Street
New Delhi
M: +91 98103 06217
anshcs@gmail.com


Prospective purchasers / investors who wish to proceed with a further investigation of TMFL are asked to submit an Expression of
Interest ("EOl") / Term Sheet. The EOl should be submitted to High Street, for the attention of any one or more of the aforesaid,
whose contact details are stated above.

As soon as reasonably practicable after the EOls / Term Sheets have been received, TMFL, at its sole discretion, and with the
advice and assistance of High Street, will evaluate the EOl's. Subsequently, one or more prospective purchasers may be
provided with access to a data room together with further information relating to the investment process.
Privileged &Confidential
HIGH STREET
Page 4 of 15
Company Overview

Taj Milk Foods Limited, a Govt. approved Star Export House company is an ISO
9001:2000 & HACCP company engaged in manufacturing of milk products.

The Company is registered with Ministry of Agricultural, Government of India &
the MMPO Registration No is 288/R-MMPO/2001. The Company has also been
granted ISI Registration No is CM/l-9388097.

The Company has its Milk Plant at Sambhal, Distt-Moradabad (U.P.) about 150
km from New Delhi with a processing capacity of 6.50 Lac Ltrs Milk per day
producing 2000 MTMilk products per month.

The company has also developed its own VLC Network of around 900 Villages &
is fully assured of good quality Milk Supply on regular basis.

Apart from the companys presence in Indian market it is Exporting its Products
to countries like Bangladesh, Afghanistan, Pakistan, Syria, Turkey, Libya, Iraq,
Jordan, UAE, Singapore, Sudan Dubai etc under the brand name Dairy
Diamond.

In a very short span of about four years the brand has emerged in Premium
Category Milk Products registering export turnover of INR 300 Million (USD 7.5
Million).

The companys total turnover is INR 2300 Million (USD 55 Million).

The Company is also approved by Export Inspection Council of India No. MP-04-
030/06.







Privileged &Confidential
HIGH STREET
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Company Overview (contd.)

Promoter Background

Mr. Ashok Batra, Managing Director

Possessing core competence in Milk Procurement and processing, Mr. Batra has been in the milk business for the
last 37 years. He started out as an ordinary milkman from Punjab, and then migrated to Delhi to set up a big size
dairy in the capital, and to Sambhal in the year 2000 to set up a Milk Processing Plant. Mr. Batra procures milk from
the vicinity of Sambhal.

Mr. Zakir Hussain, Whole Time Director

Before joining the Company in 2001, Mr. Hussain ran a chilling plant, which was used by Mr. Batra for storing his
milk collection.

Apart from Mr. Batra and Mr. Hussain, Mrs. Parveen Batra (w/o Mr. Batra) and Mr. Sartaj Sarvar (s/ o Mr. Hussain)
also acts as the Whole Time Directors of the Company.

Shareholding Pattern

The Company is a closely held company. Its shareholding pattern as on March 31, 2009 is:

Name Capacity %age holding
Ashok Batra Promoter Director 36.73
Zakir Hussain Promoter Director 13.33
Parveen Batra W/o Mr. Ashok Batra 0.42
Sartaj Sarvar S/ o Zakir Hussain 7.33
Others Close associates & friends 47.81
Total 100.00

Privileged &Confidential
HIGH STREET
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Products of the Company


ADULTMILK POWDER FULL CREAM MILK POWDER FULL CREAM MILK POWDER SKIMMED MILK POWDER



PURE DESI GHEE WHITE BUTTER SALTED YELLOW BUTTER DAIRYMIX

Privileged &Confidential
HIGH STREET
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Processing Unit of the Company

The processing unit of the Company is situated on a land parcel of over 30,000
sq mts at Distt. Sambhal, Moradabad, Uttar Pradesh. It is appx. 35 kms from
Moradabad, the export hub of brassware & other handicrafts, and around 160
kms from Delhi.

The area is surrounded by milk surplus areas like Bulandshahr, Meerut, Bareily and
Badayun, etc. Milk is collected from over 1000 villages of Distt. Moradabad,
Bareily, Badayun, and other adjoining villages of the state of Uttar Pradesh
which has a capacity of generation of 400 million liters per day.

To ensure continuity of supply and consistency in quality, the Company has also
developed its own village level network of around 700 villages for direct fresh
milk supply reducing dependence on the middlemen.

The Plant was installed & commissioned in the year 2002 with a modest handling
capacity of 0.15 million liters milk per day. Encouraged by enthusiastic response
from the market plant capacity has been increased significantly in last 6 years
and is presently operating at a capacity of 0.65 million liters milk per day. This
capacity has been increased from 0.45 million liters milk per day as on March
2008. The said expansion was funded by the internal accruals of the Company
besides the term loan.

All the equipments installed by the Company are from standard equipment
manufacturers like Alfa Level, Tetra Pak, L & T, Siemens, Kirloskar Cummins,
Thermax and FEA etc.

The Company has also installed full-fledged raw material & finished goods
testing laboratory equipped with all the required apparatus from reputed
suppliers.

Privileged &Confidential
HIGH STREET
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Process Flow Chart (with technical details)

Milk Reception



Process Section



Raw Milk Weighment - Milk Weigher

Dial Type
Capacity 500 kg
Make - Neogen
Collection - Dump Tank

Capacity 300 ltrs
Make Self Fabricated
Chilling Heat Exchanger

Capacity 10000 LPH
Make APV
Temp Normal 4*C
Milk Storage Tank

Capacity 20000 * 2 ltr
Make Self Fabricated
Temp Below 5*C
Milk Pasteurizer

Capacity 10000 * 2 LPH
Make Tetra Pack
Temp Range 45*C/75*C/5*C
Skimmed Milk Storage Tank

Capacity 20000 * 3 & 45000 * 1ltr
Make Self Fabricated
Temp Below 6*C
Cream Separator

Capacity 10000 LPH
Make Tetra Pack
Temp 40*C to 45*C
Cream Pasteurizer

Capacity 3000 LPH
Make Chaddha Sales
Temp 80*C / 8*C
Cream Storage Tank

Capacity 5000 * 2 ltrs
Make Food Engineers
Temp 8*C / 9*C
Privileged &Confidential
HIGH STREET
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Process Flow Chart (with technical details) contd.



Ghee Production

Ready for Dispatch
Cream
Storage
Tank
Butter Churn

Capacity 2500 LPH
Make Food Engineers
Butter Melting Vat
(Double J acketed)

Capacity 2500 kg
Make Food Engineers
Temp 85*C/75*C
Prestratification Tank

Capacity 2000 * 2 ltrs
Make Food Engineers
Temp 70*C
Ghee Kattle

Capacity 2000 * 2 ltr
Make Food Engineers
Temp 104*C - 105*C
Ghee Settling Tank

Capacity 2000 * 2 ltr
Make Food Engineers
Temp 90*C - 70*C
Clarifier

Capacity 1000 LPH
Make Tetra Pack
Temp 70*C - 60*C
Ghee Storage Tank

Capacity 5000 * 2 ltrs
Make Food Engineers
Temp 65*C - 45*C
Ghee Filling Cold Storage - Granulation
Privileged &Confidential
HIGH STREET
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Process Flow Chart (with technical details) contd.



Milk Powder Production

Ready for Dispatch
Skimmed
Milk
Storage
Tank
Evaporation of Skimmed Milk
(Four Effect Evaporator Falling Film)

Capacity 11000 LPH
Make Food Engineers
Calendia I, II, III, IV
Temp Range 70*C, 62*C, 55*C, 50*C
Pre Heater I, II, III
Temp Range 20*C, 40*C, 60*C
High Heater
Temp Range 85*C
Concentrated Vat

Capacity 1200 * 2 ltrs
Make Self Fabricated
Temp Range 42 to 47*C
Concentrate Drying

Capacity 18TPD
Make Food Engineers
Temp Inlet Temp 180*C
Outlet Temp Depending upon
Products (78*C) for Skimmed Milk
Powder
Powder Outlet
(Shifter)

Capacity 60 Bags PH
Make Food Engineers
Temp 35*C - 37*C
Skimmed Milk Powder - Packing
Privileged &Confidential
HIGH STREET
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Distribution Network & Export Sales

Distribution Network

The Company has also developed its marketing network with more than 800 distributors across the length & breadth
of the Country & has opened its own depots and has also appointed C & F agents in most of the consuming states.

The Company has also appointed sufficient marketing personnel to ensure wide distribution & penetration of its
products.



Export Sales

In FY 08-09, approximately 15% of gross turnover of the
Company was accounted from the markets of Middle
East and Bangladesh.

The same is expected to increase to 20% in FY 09-10
and up to 30% in FY 10-11


Overseas 15%
India 85%
FY 2008-09
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HIGH STREET
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Major Clients Domestic & Foreign

Major Clients Domestic
(Rs. in Million)

Major clients Foreign
(Rs. in Million)

S. No. Name of the client Location FY 07-08 FY 08-09
1 Mother Dairy Foods Processing Ltd Delhi 260.00 550.00
2 Delhi Milk Scheme Delhi 35.00 100.00
3 Britannia Industries Ltd New Delhi - 45.00
4 ITC Limited Bangalore 12.50 15.00
5 Parle Products Ltd Mumbai 15.00 3.00
6 Metro Dairy Ltd Calcutta 10.00 -
7 Heritage Foods Ltd Hyderabad 7.00 -
8 Amrit Banaspati Co Ltd Gaziabad 8.00 15.00
9 Modern Dairies Ltd Karnal 40.00 -
10 RCDF J aipur 10.00 -
11 Vadilal International Ltd Ahmedabad - 10.00
12 The Kempco Ltd Puttur- Karnataka 15.00 -
Total 412.50 738.00
S. No. Name of the client Location FY 08-09
1 Unicare International Co. Ltd Bangkok, Thailand 3.20
2 Uhrenholt A/ S Denmark
3 Honicomb Group Switzerland 66.00
4 Meghna Condensed Milk Industries Bangladesh 5.30
5 Altawafooq For Food Trading Amman, J ordan 29.10
6 Danish Condensed Milk BD Ltd Bangladesh
7 Intermac Trading Pty Ltd Australia
8 Ulhasmir Mohammad Ltd Afghanistan 6.20
9 Interfood BV Netherlands 6.40
10 Pran Dairy Ltd Bangladesh 28.20
Privileged &Confidential
HIGH STREET
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Financial Highlights (Historical)


(Rs. in Million)

2005-06 2006-07 2007-08 2008-09
Particulars
Audited Audited Audited Provisional
Domestic Sales

917.70

1313.60

1980.70

2000.00

Export Sales

79.00

193.20

272.80

300.00

Total Sales

996.70

1506.80

2253.50

2300.00

% rise/ fall (-) in net sales

-

51.18

49.56

20.60

Operating Profit after interest

16.50

33.80

53.90

50.30

Profit Before tax

17.00

35.60

55.40

51.60

Profit After Tax

11.00

25.50

41.60

41.30

Paid up Share Capital

42.50

58.50

60.00

60.00

Privileged &Confidential
HIGH STREET
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Proposed Expansion

Proposed Expansion Plans

In order to cater to the increasing demands from overseas market, the Company plans to increase its processing
capacity from the existing 0.65 mln ltrs milk per day to 1.20 mln ltrs per day and then to 1.50 mln ltrs milk per day.

The cost of the project and means of financing would be:
(Rs. in Million)
Cost of Project Means of Finance
Particulars Rs. Particulars Rs.
Building 50.00 Equity 500.00
Plant & Machinery & Utilities 325.00 Term Loan 150.00
Misc. Fixed Assets 15.00
Preliminary & Pre-Operative Expenses 10.00
Working Capital Margin Money 250.00
Total 650.00 Total 650.00


Transaction Overview

Funding Required INR 500 mn
Instrument Equity / Convertible Equity
Dilution At the entity level
Stake offered Depending on valuation and further discussions
Pricing As per mutual discussions
Duration 3 5 years

Privileged &Confidential
HIGH STREET
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Financial Projections*

(Rs. in Million)

* Company Estimates
Particulars

2009-10

2010-11

Capacity (mln ltrs per day)

1.25

1.50

Domestic Sales

2500.00

2750.00

Export Sales

500.00

750.00

Total Sales

3000.00

3500.00

% rise/ fall (-) in net sales

30.43

16.67

EBIDTA

170.90

198.70

Operating Profit after interest

75.10

97.20

Profit Before tax

76.60

98.70

Profit After Tax

61.30

78.90

Cash Accrual

69.30

86.90

Total Net Worth

298.70

377.60