Temptation Foods acquires Aptsource Software

Temptation Foods Ltd has informed that the Board of Directors of the Company at its meeting held on January 18, 2008, inter alia, has decided to take 70% equity stake in Aptsource Software Pvt Ltd.

In this regard the Company has issued the following Press Release:

"Temptation Foods Ltd on January 18, 2008 announced that the acquisition of a majority stake in 'Aptsource', a high end enterprise solution consulting organization engaged in the promotion of actionable intelligence over service oriented architecture to bridge the existing gap between business and system objectives, Keeping in line with its vision of creating value for its shareholders through innovative means, the Company has decided to invest in Aptsource Software Pvt Ltd, an organization that it is already partnering with for its Solution Blueprint.

Temptation's Chairman and Managing Director, Vinit Kumar said, "We strongly believe in creating long term value adding relationships. I am sure that Aptsource and its value added IP will find wide acceptance in the mid-range market in India as well as overseas in the near future. Further with this investment, TFL intends to capture "terminal value" for the large expenditure for modernization of Information System and Technology Management which would have been, otherwise, made for a 'cost center'."

The Company looking to manage ifs phenomenal growth, views information management and technology as one critical success and differentiating factor and has laid out a plan far advanced systemic implementation. To this effect, 2 of TFL's senior management team will be on Aptsource's Board as well. Aptsource believes in building an organization on the lines of Accenture wherein high end consulting is backed by technology that delivers tangible business results.

The senior leaders of different global organizations who decided to put together their collective strength to set up the new era technology and consulting organization
include

- Manisha Chowdhary, Sreekumar Banerjee, Anjan Roy, Shantanu Mitra & Debnoth Mukherjee.

Temptation Foods preferential issue

Temptation Foods Ltd has informed that the members at the Extra Ordinary General Meeting (EGM) of the Company held on December 26, 2007, inter alia, have accorded the following:

1. Approval of the issue of 50,000 Equity Shares of the Company to Ms. Karen Anand and Mr. Yadu Sankalia (25,000 Equity Shares to each), on preferential basis, at an issue price of Rs 200/- per Equity Share, for consideration other than cash.

2. Approval of the issue of 3,30,000 Warrants to Directors and Business Associates, on preferential basis, at an issue price of Rs 200/- per Warrant to be converted into one fully paid Equity Share of the Company of Rs 10/- each for every Warrant held at a conversion price Rs 200/- per Equity Share.

3. Approval of the issue of 30,00,000 Warrants to Venture Business Advisers Pvt Ltd, the promoter Company, on preferential basis, at an issue price of Rs 200/- per Warrant to be converted into one fully paid Equity Share of the Company of Rs 10/- each for every Warrant held at a conversion price Rs 200/- per Equity Share.

4. Approval of the issue of 70,00,000 Warrants to NRI Tax Services.com India Ltd, on preferential basis, at an issue price of Rs 200/- per Warrant to be converted into one fully paid Equity Share of the Company of Rs 10/- each for every Warrant held at a conversion price Rs 200/- per Equity Share; and

5. Approval of the appointment of Mr. Vinit Kumar as the Managing Director of the Company and of the remuneration and perquisites and other terms and conditions of the appointment.

Temptation foods agreement with Marine Exports

Temptation Foods Ltd has informed that the Company has entered into an Agreement for Marine Exports with a South India based Company for an undisclosed sum. This shall give the Company a substantiative presence in this sector as well as access to a number of International clients.

Temptation Foods

With reference to news item appearing in a leading financial daily titled "Temptation Foods to buy 3 firms for Rs 180 crore", Temptation Foods Ltd has clarified as under:

"1. Company / Business Acquisitions:

The Company has plans to grow organically as well as inorganically and, hence, the Company is looking for various business acquisitions. To date, out of the bids submitted for three businesses, the time frame for two businesses has expired while negotiations for the third are on. Hence, the Company is not close to acquire three Companies.

2. Fund raising:

a. The issue of Fully Convertible Bonds (FCCBs) and Equity Shares to Qualified Institutional Buyers under chapter 13A of SEBI (DIP) Guidelines for up to an amount of Rs 114 crore is on;

b. The Company intends to issue warrants to promoters and non promoters on preferential basis under chapter 13 of SEBI (DIP) Guidelines at a price of Rs 150/- per warrant and raise about Rs 96 Crore;

c. The Company proposes to raise about US$ 200 Million through issue of FCCBs or other instruments; and

d. Shareholders’ approval has been taken for (b) and(c).

3. The proposed three business acquisitions referred to in (1) above include the Marico's two brands and the Everfresh business / brand quoted in the article.

4. The Everfresh acquisition if and when it happens Will be about Rs 40 Crore, based on the present asset base of the business.

5. The Company is looking at the acquisitions in the north and south of India in the processed foods category.

6. About 90% of the Company's products are consumed in the exports market.

7. One of the objectives of the acquisitions is to gain foothold in the domestic markets."