Milk ultrafiltration permeate was heated at 97 °C in the presence of eggshell for 60 min. This decreased the ash content of permeate and converted ≈17% of lactose to lactulose. The isomerized permeate was subsequently purified to a lactulose-rich product (LRP; ≈70% lactulose content to total sugar) through crystallizing lactose out by methanol. The LRP and lactose were then conjugated with either whey protein isolate (WPI) or its antioxidant hydrolysate (WPH) through Maillard reaction at 90 °C. The amount of the Maillard reaction advanced products was higher for WPI–lactose system than WPH–lactose counterpart; whilst, the DPPHradical dot scavenging activities of WPH–sugar conjugates were significantly higher than those of WPI–sugar counterparts. Based on free amino groups content measurement, it was found that lactose is more reactive than LRP for Maillard conjugation with both WPI and WPH. Fourier transform infrared spectroscopy confirmed the bonding of the anomeric region of saccharide configuration of lactulose with WPH.