UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

FORM 10-K/A AMENDMENT NO.
1

(Mark One)[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

[_] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
__________________ to __________________

Commission File Number 0-20943

| | Intelligroup, Inc.                                           | 
| | ------------------------------------------------------------ | 
| | (Exact name of
      registrant as specified in its charter) | 

|New Jersey                                                           |                                                                                                 | 11-2880025                                                
|-------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ----------------------------------------------------------
|(State or other jurisdiction of incorporation or
      organization) |                                                                                                 | (I.R.S.
      Employer Identification No.)                
|                                                                    
|499
      Thornall Street, 11th Floor                                |                                                                                                 |                                                           
|Edison, NJ 08837                                                     |                                                                                                 | (732)
      590-1600                                      
|(Address of principal executive offices including zip
    code)      |                                                                                                 | (Registrant's
      telephone number, including area code)
|                                                                     |                                                                                                 |                                                           
|                                                                     | Securities registered pursuant to Section 12(b) of the Act:
      None                         
|                                                                     | Securities registered pursuant to Section 12(g) of the Act: Common
      Stock, $0.01 par value

Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes *  No þ

Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes *  No þ

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes þNo *

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See definition of "large accelerated
filer, accelerated filer " and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (Check one):

|Large accelerated filer
      * | Accelerated filer* | Non-accelerated filer *                             | Smaller Reporting
      Companyþ
|------------------------------- | ------------------ | --------------------------------------------------- | --------------------------------
|                                |                    | (Do not check if a
      smaller reporting company)



Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes *No þ

The aggregate market value of the voting
stock held by non-affiliates of the registrant as of June 29, 2007 (the last
business day of the most recent second quarter) was $28,120,869 (based on the
closing price as quoted on the Nasdaq Stock Market on that date). For purposes
of this calculation, shares owned by officers, directors and 10% shareholders
known to the registrant have been deemed to be owned by affiliates. This
determination of affiliate status is not a determination for other
purposes.

Indicate the number of shares outstanding
of each of the registrant's classes of common stock, as of April 28,
2008:

|Class                               | Number of
  Shares
|----------------------------------- | ------------------
|Common Stock, $0.01 par
      value | 42,159,857        

---

The Company is filing this Amendment No. 1
on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31,
2007 to furnish the information required in Part III (Items 10, 11, 12, 13 and
14). This report is limited in scope to the items identified above and should be
read in conjunction with the Form 10-K. Other than the furnishing of the
information identified above, this report does not modify or update the
disclosure in the Form 10-K in any way.

---

PART III

Item 10. Directors and Executive
Officers of the Registrant.

Biographical Summaries of Our Members
of Board of Directors

The members of the Board of Directors
(each a "Director and collectively, "Directors") are:

|                     |  |     |  | Served as a    |  | Positions
      with                                 
|-------------------- |  | --- |  | -------------- |  | -----------------------------------------------------
|Name                 |  | Age |  | Director Since |  | the Company                                          
|Vikram
      Gulati  |  | 42  |  | 2005           |  | President, Chief
      Executive Officer and Director
|Ravi Adusumalli      |  | 32  |  | 2004           |  | Director                                             
|Ajit
      Isaac     |  | 40  |  | 2004           |  | Director                                             
|Babar Khan           |  | 32  |  | 2006           |  | Director                                             
|Srinivasa
      Raju |  | 47  |  | 2004           |  | Director                                             
|Sandeep Reddy        |  | 39  |  | 2004           |  | Director                                             

The
principal occupations and business experience, for at least the past five years,
of each director is as follows:

Vikram
Gulati. Vikram Gulati was appointed to the
Board of Directors and to the positions of President and Chief Executive Officer
effective April 4, 2005. Prior to joining the Company, Mr. Gulati held a number
of positions in business development and business management with Wipro Limited
(Wipro) from 1988 through 2005. Mr. Gulati most recently served as the head of
Wipros Global Enterprise Application Solutions Group.

Ravi
Adusumalli.Ravi Adusumalli was initially
appointed to the Board of Directors of the Company in September 2004 in
accordance with the terms of the Common Stock Purchase Agreement dated September
29, 2004 by and between the Company, SB Asia Infrastructure Fund LP, and Venture
Tech Assets Ltd., which allowed SB Asia Infrastructure Fund LP and Venture Tech
Assets Ltd. to collectively designate five directors to the Companys Board of
Directors. Mr. Adusumalli joined Softbank Asia Infrastructure Fund (SAIF) in
early 2002 and is currently a General Partner and Head of SAIFs India
Operations. Prior to joining SAIF, Mr. Adusumalli was an Associate Partner with
Mobius Venture Capital, a $1.25 billion early stage venture capital firm in
Silicon Valley. He previously worked at Credit Suisse First Boston as an
Associate and with Wasatch Funds, a mutual fund with over $9 billion in assets
that specialized in small cap and micro cap companies listed on US and
international exchanges. Mr. Adusumalli graduated from Cornell University with a
Bachelors of Arts in Economics and Government. Mr. Adusumalli serves on the
board of directors of SAIFs investments in National Stock Exchange, MakeMyTrip,
HomeShop18, One97 Communications, JustDial, Mainland China, IL&FS
Investsmart Limited and Intelligroup.

Ajit
Isaac.Ajit Isaac was initially appointed to
the Board of Directors of the Company in September 2004 in accordance with the
terms of the Common Stock Purchase Agreement dated September 29, 2004 by and
between the Company, SB Asia Infrastructure Fund LP, and Venture Tech Assets
Ltd., which allowed SB Asia Infrastructure Fund LP and Venture Tech Assets Ltd.
to collectively designate five directors to the Companys Board of Directors.
Mr. Isaac is an industry specialist on human capital related issues in India.
Mr. Isaac founded PeopleOne Consulting (I) Pvt. Ltd., which was recently
acquired by Adecco, SA. He served as Managing Director of PeopleOne until
October 2007. Prior to founding PeopleOne Consulting in June 2000, Mr. Isaac
worked with Essar Group, one of Indias largest business conglomerates, in
various leadership roles. Mr. Isaac is a gold medalist in his post graduate
program in personnel management from the Madras School of Social Work. A British
Chevening Scholar, he has also completed a Managers for Leadership Program from
Leeds University. Mr. Isaac is presently on the Board of Adecco PeopleOne India
Limited. Mr. Isaac is the Director of POC ME FZ LLC at Middle East and the
Chairman of Cornell International in India.

---

Babar
Khan.Babar Khan was appointed to the Board
of Directors of the Company effective November 15, 2006 in accordance with the
terms of the Common Stock Purchase Agreement dated September 29, 2004 by and
between the Company, SB Asia Infrastructure Fund LP, and Venture Tech Assets
Ltd., which allowed SB Asia Infrastructure Fund LP and Venture Tech Assets Ltd.
to collectively designate five directors to the Companys Board of Directors.
Mr. Khan joined Softbank Asia Infrastructure Fund (SAIF Partners) in March 2006.
Prior to joining SAIF, from 2000 through March 2006, Mr. Khan worked as
consultant, and then as Engagement Manager, at McKinsey & Company at their
India office. During his 6 year stint at McKinsey, Mr Khan had significant
experience across a variety of sectors including IT/BPO services, minerals and
metals, industrials, and consumer products/services. Prior to that, Mr Khan
worked as a Software Engineer at Network Programs Inc. Mr Khan graduated from
the Indian Institute of Technology, Delhi with a Bachelor of Technology in
Computer Science and Engineering. He has received his MBA from the Indian
Institute of Management, Ahmedabad.

*Srinivasa Raju.*Srinivasa Raju was initially appointed to
the Board of Directors of the Company in September 2004 in accordance with the
terms of the Common Stock Purchase Agreement dated September 29, 2004 by and
between the Company, SB Asia Infrastructure Fund LP, and Venture Tech Assets
Ltd., which allowed SB Asia Infrastructure Fund LP and Venture Tech Assets Ltd.
to collectively designate five directors to the Companys Board of Directors.
Mr. Raju currently serves as the Managing Director of Peepul Capital
Advisors Pvt. Ltd., an investment advisory services business. From 2001 to 2007,
Mr. Raju was Chairman of iLabs, a private venture capital fund which invested in
the domains of Information Technology, Telecom and Media. Prior to founding
iLabs, from 1992 until 2003, Mr. Raju served as a Director of Satyam Computer
Services, Ltd. and also served as Chief Operating Officer of Satyam Computer
Services Ltd. from 1992 until 2000. Additionally, Mr. Raju was the founding
Chief Executive Officer and Director of Satyam Enterprise Solutions Ltd, and
from 1994 to 1996 Mr. Raju held the position of Chief Executive Officer of Dun
& Bradstreet. Satyam Software Ltd. (now known as Cognizant Technology
Solutions). Mr. Raju graduated with honors from R.E.C., Kurukshetra with a
Bachelor of Science in Civil Engineering and from Utah State University with a
masters degree in Civil & Environmental Engineering.

Sandeep
Reddy.Mr. Reddy was initially appointed to
the Board of Directors of the Company in September 2004 in accordance with the
terms of the Common Stock Purchase Agreement dated September 29, 2004 by and
between the Company, SB Asia Infrastructure Fund LP, and Venture Tech Assets
Ltd., which allowed SB Asia Infrastructure Fund LP and Venture Tech Assets Ltd.
to collectively designate five directors to the Companys Board of Directors.
Mr. Reddy currently serves as Managing Director of Peepul Capital LLC, which was
formerly known as iLabs Management, LLC, a fund management company. From 2000 to
2006, Mr. Reddy served as Vice Chairman of iLabs, a private venture capital fund
which invested in the domains of intellectual property in life sciences,
telecommunications and technology based products and services.

All
Directors hold office until the next Annual Meeting of Shareholders and until
their successors are duly elected and qualified. There are no family
relationships among any of the executive officers, Directors and key employees
of the Company.

Biographical Summaries of Executive
Officers

The following table identifies our
executive officers

|                              |  |     |  |                                            |  | In
      Current
|----------------------------- |  | --- |  | ------------------------------------------ |  | ----------------
|Name                          |  | Age |  | Capacities in Which
      Served           |  | Position Since  
|Vikram Gulati(1)              |  | 42  |  | President and Chief Executive Officer      |  | 2005            
|                              |  |     |  |                                            |  |                 
|Alok Bajpai(2)                |  | 42  |  | Chief Financial Officer and Treasurer      |  | 2006            
|                              |  |     |  |                                            |  |                 
|Kalyan Sundaram Mahalingam(3) |  | 42  |  | Chief Operating Officer, Intelligroup Asia |  | 2007            

|(1) |  | Vikram
      Gulati has been President and Chief Executive Officer and a director of
      our company since April 2005. His complete biography is set forth above
      under the caption Biographical Summaries of Our Members of the Board of
      Directors.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|(2) |  | Alok Bajpai is a rank holder
      Chartered Accountant from India, Certified Public Accountant from the US
      and a Management Graduate from Manchester Business School, UK. Prior to
      Intelligroup, Mr. Bajpai served as Associate Vice President, F&A at
      Infosys Limited from April 2004 to September 2006 and managed their global
      accounts function. Prior to Infosys, from 1999 to 2004, Mr. Bajpai worked
      at Port Fish Private Limited, a Canadian company, as their Controller. He
      started his career with HCL in 1988 and worked with ICIM and Pepsico
      Restaurants in India before moving to Nigeria to work with a Belgian
      Organization. Mr. Bajpai then moved to Canada and worked as Head of
      Finance at the aforementioned Canadian company for about 5 years. In these
      various organizations Mr. Bajpai has been in senior management positions
      and has played operational, as well as, strategic roles.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) |  | Mr. Mahalingam joined
      Intelligroup Asia in 2007. He was promoted to Chief Operating Officer,
      Intelligroup Asia on July 26, 2007. Previously from March 2006 - March
      2007, Mr. Mahalingam was Vice President GRM and Enterprise Application
      Services Practice at Keane, Inc. From May 1993 through February 2006, Mr.
      Mahalingam was employed by Wipro Technologies in several positions; most
      recently he was General Manager, Enterprise Applications Services. He has
      held many positions in practice building, delivery, quality and key
      positions in finance. He holds a Bachelor of Commerce from Bharathiyar
      University, Coimbatore, India and a Chartered Accountancy from the
      Institute of Chartered Accountants of India in New
  Delhi.                                                                                                                                                                      

None of
our executive officers is related to any other executive officer or to any of
our Directors. Our executive officers are elected annually by the Board of
Directors and serve until their successors are duly elected and qualified.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our officers,
directors and persons who are the beneficial owners of more than 10% of our
common stock to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of our common
stock. Officers, directors and beneficial owners of more than 10% of our common
stock are required by SEC regulations to furnish us with copies of all Section
16(a) forms they file. Based solely on a review of the copies of the Forms 3, 4
and 5 and amendments that we received with respect to transactions during 2007,
we believe that all such forms were filed on a timely basis.

Committees of the Board and Director
Independence

***Director Independence***

Our
common stock is not listed on a national securities exchange and therefore we
are not subject to any corporate governance requirements regarding independence
of board or committee members. However, we have chosen the definition of
independence contained in the NASDAQ rules as benchmark to evaluate the
independence of our directors. Under NASDAQ rules, a director will only qualify
as an independent director if, in the opinion of our Board of Directors, that
person does not have a relationship which would interfere with the exercise of
independent judgment in carrying out the responsibilities of a Director. Our
Board of Directors has determined that only Ajit Isaac qualifies as an
independent director as defined under Rule 4200(a)(15) of the NASDAQ Stock
Market, Inc. Marketplace Rules.

***Committees of the
Board***

The Board
of Directors has established three standing committeesAudit Committee,
Compensation Committee and Nominating, Corporate Governance and Qualified Legal
Compliance Committeeeach of which operates under a charter that has been
approved by our Board of Directors.

*Audit Committee*

The Audit Committee, which is a
separately designated standing audit committee, is responsible for:

- appointing, approving the compensation of, and
  assessing the independence of, our independent registered public accounting firm;
- overseeing the work of our independent registered
  public accounting firm, including through the receipt and consideration of certain reports from the independent
  registered public accounting firm;

---

- reviewing and discussing with management and the
  independent registered public accounting firm our annual and quarterly financial statements and related
  disclosures;
- monitoring our internal control over financial
  reporting, disclosure controls and procedures and code of business conduct and ethics;
- discussing and assessing our risk management
  policies;
- establishing policies regarding hiring employees
  from the independent registered public accounting firm and procedures for the receipt and retention of accounting
  related complaints and concerns;
- meeting independently with our independent
  registered public accounting firm and management; and
- preparing the audit committee report required by
  SEC rules.

Because
our common stock is not currently listed on a national securities exchange, we
are not subject to the listing standards for audit committees set forth in SEC
Rule 10A-3. We do not have three independent directors on the Audit Committee to
meet the requirements set forth in SEC Rule 10A-3 for listed companies. In
addition, the Company currently lacks an audit committee financial expert. The
members of the Audit Committee are Messrs. Adusumalli and Isaac.

*Compensation Committee*

The
Compensation Committee is responsible for the administration of all salary and
incentive compensation plans for our officers and key employees, including
bonuses. In addition, our Compensation Committee has the following principal
duties:

- annually reviewing and approving corporate goals
  and objectives relevant to our Chief Executive Officers compensation;
- determining our Chief Executive Officers
  compensation;
- reviewing and approving, or making recommendations
  to the Board of Directors with respect to, the compensation of our other executive officers;
- overseeing an evaluation of our senior
  executives;
- overseeing and administering our equity incentive
  plans and reviewing and approving cash incentive plans; and
- reviewing and making recommendations to the Board
  of Directors with respect to Director compensation.

---

The
Compensation Committee administers the Companys 2004 Equity Incentive Award
Plan and approves salaries and certain incentive compensation for the Chief
Executive Officer and other named executive officers of the Company. The
Compensation Committee currently consists of Messrs. Adusumalli, Isaac and
Reddy.

Corporate Governance, Nominating and Qualified Legal Compliance Committee
(Nominating Committee)

The primary functions of the Nominating
Committee include:

- considering, recommending and preparing a slate of
  nominees to stand for election as directors at each of the Companys Annual
  Meeting of Shareholders;
- developing and recommending to the Board of
  Directors a set of corporate governance principles applicable to the Company;
- overseeing the evaluation of the Board;
  and
- receiving, reviewing, investigating and responding
  to reports from attorneys (both in-house and law firm counsel) reporting
  evidence of a material violation in accordance with the rules and regulations
  promulgated under Section 307 of the Sarbanes-Oxley Act of 2002 and adopted as
  Part 205 of the Securities and Exchange Commissions rules and regulations
  (the Rules) developing and recommending to the Board of Directors corporate
  governance principles.

In
addition, among other things, the Nominating Committee is authorized to consider
nominees that are recommended by shareholders of the Company. The Nominating
Committee currently consists of Messrs. Adusumalli and Reddy. The Nominating
Committee was established in October 2004 when our Board of Directors determined
to combine our Corporate Governance and Nominating Committee and our Qualified
Legal Compliance Committee to form a single Committee.

Code of Ethics

We
believe that good corporate governance is important to ensure that we are
managed for the long-term benefit of our shareholders. Our Board of Directors
has adopted a Code of Business Conduct and Ethics. You can access our Code of
Business Conduct and Ethics on our website located at www.intelligroup.com or by
writing to our Secretary at our offices at 499 Thornall Street, 11th Floor,
Edison, NJ 08837. Any substantive amendment to, or waiver from, any provision of
the code of ethics with respect to any senior executive or financial officer
will be posted on this website.

Item 11. Executive Compensation.

Summary Compensation
Table

The
following Summary Compensation Table sets forth information concerning
compensation for services rendered in all capacities to us and our subsidiaries
for the year ended December 31, 2007 which was awarded to, earned by or paid to
each person who served as our principal executive officer at any time during
2007 and the two most highly compensated executive officers other than the
principal executive officer who were serving as executive officers as of
December 31, 2007 (collectively, the Named Executives).

---

|                              |          |            |           |                      |                             |                  |                   | Change **in**      |                  |               |               
|----------------------------- | -------- | ---------- | --------- | -------------------- | --------------------------- | ---------------- | ----------------- | ------------------ | ---------------- | ------------- | --------------
|                              |          |            |           |                      |                             |                  |                   | **Pension**        |                  |               |               
|                              |          |            |           |                      |                             |                  | **Value** **and** |                    |                 
|                              |          |            |           |                      |                             |                  |                   |                    | **Nonqualified** |               |               
|                              |          |            |           |                      |                             |                  |                   | **Non-Equity**     | **Deferred**     |               |               
|                              |          |            |           |                      |                             |                  |                   | **Incentive Plan** | **Compensation** | **All Other** |               
|**Name
      and Principal**  |          | **Salary** | **Bonus** | **Stock** **Awards** | **Option**
      **Awards** | **Compensation** | **Earnings**      | **Compensation**   | **Total**       
|**Position**                  | **Year** | **($)**    | **($)**   | **($)**              | **(2)****($)**              | **($)**          | **($)**           | **($)**            | **($)**         
|Vikram
      Gulati           | 2007     | $225,000   |           | $216,000             |                             |                  | $276,813          |                    |                  |               | $ 
      4,500
|President and
      Chief     | 2006     | $225,000   |           | $315,000             | (3)                         |                  | $207,812          |                    |                  |               | $ 
      4,400
|Executive
      Officer       |          |            |           |                      |                             |                  |                   |                    |                  |               |               
|Alok
      Bajpai             | 2007     | $104,298   | (5)       | $ 
      46,444      | (5)                         |                  | $ 
      55,940   |                    | $3,321           | (6)           | $24,857       
|Chief
      Financial Officer | 2006     | $  37,784  | (8)(9)    | $  25,701            | (8)(10)                     |                  | $ 
      13,990   |                    |                  |               | $  6,487      
|Ramakrishna
      Karanam(1)  | 2007     | $160,000   |           | $ 
      76,000      |                             |                  | $   
      9,509  |                    |                  |               |               
|                              | 2006     | $155,000   |           | $  52,500            |                             |                  | $     
       999 |                    |                  |               |               

|(1)  |  | Mr. Karanam served as Global
      Financial Controller until December 31, 2007, when he changed positions
      and assumed the role of Vice President of Business Planning & Human
      Resources. As a result of such change in role Mr. Karanam no longer serves
      as an executive officer and therefore does not appear in the Executive
      Officers' table.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2)  |  | Represents the amounts we
      recognized for financial statement reporting purposes in fiscal 2007 and
      2006, as applicable, for the portion of the fair value of equity awards
      granted to the named executive officer in accordance with SFAS No.
      123(R). Pursuant to SEC rules, the amount shown excludes the impact of
      estimate forfeitures related to service-based vesting conditions. For a
      description of the assumptions used in calculating the fair value of
      equity awards under SFAS 123(R), see Note 8 to our Consolidated Financial
      Statements in our annual report on Form 10-K for the year ended December
      31, 2007 and Note 6 to our Consolidated Financial Statements in our annual
      report on Form 10-K for the year ended December 31, 2006.
|    
|(3)  |  | Consists of an annual bonus of
      $175,000 paid to Mr. Gulati and a one-time bonus of $140,000 paid to Mr.
      Gulati in April 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|(4)  |  | Represents matching contributions
      to the Companys defined contribution plan in accordance with our standard
      employment policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(5)  |  | Based upon the exchange rate of
      39.44 Indian Rupees to $1 as of December 31, 2007. Such amounts were
      actually paid in Indian Rupees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(6)  |  | Represents the increase in value
      during 2007 of the post-employment benefit payable under the India
      Gratuity Plan to Mr. Bajpai. Payment of such post-employment-benefits
      under the India Gratuity Plan is contingent upon completion of five years
      of continuous service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(7)  |  | Represents Indian Provident Fund
      matching contributions and Car EMI payments, which represent the aggregate
      value of monthly payments made by the Company for a car which is leased by
      the Company for the applicable employee's benefit and use, paid in
      accordance with our standard employment practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|(8)  |  | Based upon the exchange rate of
      44.15 Indian Rupees to $1 as of December 31, 2006. Such amounts were
      actually paid in Indian Rupees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(9)  |  | Mr. Bajpais employment began on
      September 7, 2006. Such amount represents Mr. Bajpais annual salary
      pro-rated for the period of actual employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(10) |  | Consists of Mr. Bajpais annual
      bonus of $17,854 and a one-time joining bonus of $7,847 paid to Mr.
      Bajpai.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

Employment
Agreements

Vikram Gulati

We
entered into a three year employment agreement, as amended, with Vikram Gulati,
our Chief Executive Officer and President, effective June 30, 2005. The
agreement, as amended, provides for, among other things: (i) an annual base
salary of $225,000; (ii) a potential annual bonus in the amount of up to one
hundred (100%) percent of such base salary, prorated for the first year of
employment, subject to Mr. Gulati meeting certain objectives to be agreed upon
with us; (iii) a grant of 500,000 stock options exercisable at $1.45 per share
and a subsequent grant in 2006 of 400,000 options at $1.60; (vi) reimbursement
of all reasonable relocation expenses incurred by Mr. Gulati; and (v)
continuation of base salary payments for twelve (12) months following
termination of the Agreement unless the Agreement is terminated for cause (as
defined in the Agreement). In addition the agreement provides that upon the
effectiveness of a Change in Control (as above): (a) option vesting shall be
accelerated by twelve (12) months for all the remaining options, to the extent
not vested and exercisable, and (b) in the event Venture Tech should own less
than ten (10%) of our outstanding shares or we terminate Mr. Gulatis employment
or changes Mr. Gulatis role (as defined in the Agreement) all remaining
options, to the extent not vested and exercisable, shall become fully vested and
exercisable.

Alok Bajpai

We
entered into a two year employment agreement with Alok Bajpai effective
September 7, 2006. The Agreement, as amended, provides for: (i) annual base
salary of 55,00,000 Indian rupees (equivalent to approximately $113,000 based on
the exchange rate as of December 31, 2006)); (ii) eligibility for a bonus,
subject to meeting certain objectives to be agreed upon with us, in the amount
of fifty percent of Mr. Bajpais annual base salary; (iii) stock options
exercisable for 200,000 shares of our common stock to be issued on the effective
date of the agreement with a strike price equal to Fair Market Value (as defined
in the 2004 Plan) which vest in equal quarterly installments over four years;
(iv) six (6) months notice period or six (6) months salary in lieu of notice in
the event we terminate the Agreement for reasons other than Cause and (v) three
(3) months notice period in the event Mr. Bajpai terminates the Agreement. The
Agreement also provides that that upon the effectiveness of a Change in Control
(as defined above) the vesting for all of the remaining options shall be
accelerated by twelve (12) months as of the effective date of the Change of
Control, and that all of the remaining option shares, to the extent not vested
and exercisable, shall become fully vested and exercisable in the event that we
terminate Mr. Bajpais employment.

Other Employment
Agreements

In
addition to the foregoing, the Company generally enters into indemnification
agreements with each of its executive officers and directors pursuant to which
the Company has agreed to indemnify such party to the full extent permitted by
law, subject to certain exceptions, if such party becomes subject to an action
because such party is a director, officer, employee, agent or fiduciary of the
Company.

Substantially all of the Companys employees have agreed, pursuant to
written agreement, not to compete with the Company, not to disclose Company
information and not to solicit Company employees.

---

Outstanding Equity Awards at Fiscal
Year-End

The table
below sets forth the outstanding stock options for each named executive officer
as of December 31, 2007.



|Option
      Awards
|-------------------
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|Name               
|(a)                
|Vikram Gulati      
|250,000            
|Alok
      Bajpai  
|                   
|Rama
      Karanam 
|                   

Director Compensation

The
following table sets forth certain information regarding the compensation is to
our non-employee directors for service as a director during 2007.

|                     |           |        |        |              | Change
      in |              |         
|-------------------- | --------- | ------ | ------ | ------------ | --------------- | ------------ | --------
|                     |           |        |        |              | Pension         |              |         
|                     |           |        |        |              | Value and       |              |         
|                     | Fees      |        |        | Non-Equity   | Nonqualified    |              |         
|                     | Earned or |        |        | Incentive    | Deferred        | All          |         
|                     | Paid in   | Stock  | Option | Plan         | Compensation    | Other        |         
|                     | Cash      | Awards | Awards | Compensation | Earnings        | Compensation | Total   
|Name                 | ($)       | ($)    | ($)    | ($)          | ($)             | ($)          | ($)     
|(a)                  | (b)       | (c)    | (d)    | (e)          | (f)             | (g)          | (j)     
|RaviAdusumalli       | $20,000   | __     | __     | __           | __              | __           | $20,000 
|                     |           |        |        |              |                 |              |         
|Ajit
      Isaac     | $5,000    | __     | __     | __           | __              | __           | $  5,000
|                     |           |        |        |              |                 |              |         
|Babar
      Khan     | $5,000    | __     | __     | __           | __              | __           | $  5,000
|                     |           |        |        |              |                 |              |         
|Srinivasa
      Raju | $20,000   | __     | __     | __           | __              | __           | $20,000 
|                     |           |        |        |              |                 |              |         
|SandeepReddy         | $20,000   | __     | __     | __           | __              | __           | $20,000 

Our policy for
compensating non-employee directors provides for the following payments: (i) for
Committee Chairpersons and Chairman of the Board $20,000 annual fee to be paid
in arrears after our Annual Shareholders Meeting (such annual fee shall be
pro-rated for Chairpersons who serve less than one year) and (ii) for directors
not covered in subsection (i) $5,000 annual fee to be paid in arrears after our
Annual Shareholders Meeting (such annual fee shall be pro-rated for directors
who serve less than one year). We reimburse Directors for reasonable travel
expenses incurred when traveling on Company business. Members of the Board of
Directors, including non-employee Directors, also are eligible to receive option
grants pursuant to the 2004 Equity Incentive Award Plan (the 2004 Plan). We
did not issue any option grants to any of its non-employee directors during
2007.

**Compensation Committee
Interlocks and Insider Participation**

The
Compensation Committee is comprised of Messrs. Adusumalli, Isaac and Reddy. No
member of the Compensation Committee is a current or former officer or employee
of the Company or any of its subsidiaries.

None of
our executive officers serve as members of the board of directors or
compensation committee of any entity which has one or more of its executive
officers serving as a member of our Board of Directors or Compensation
Committee.

---

Item 12. Security Ownership of Certain
Beneficial Owners and Management.

There are,
as of April 11, 2008, approximately 69 holders of record and approximately 2,066
beneficial holders of our Common Stock. The following table sets forth certain
information, as of June 30, 2008, with respect to holdings of our Common Stock
by (i) each person known by us to beneficially own more than 5% of the total
number of shares of Common Stock outstanding as of such date, (ii) each of our
Directors, (iii) each of our Named Executive Officers, and (iv) all Directors
and Named Executive Officers as a group. This information is based upon
information furnished to us by each such person and/or based upon public filings
with the SEC. Unless otherwise indicated, the address for the individuals below
is that of the Company address.

|                                           |                                   | Amount and Nature of    |            | Percent    
|------------------------------------------ | --------------------------------- | ----------------------- | ---------- | -----------
|Name and Address of Beneficial
      Owner |                                   | Beneficial Ownership(1) |            | of Class(2)
|(i)                                        | Certain Beneficial Owners (others |                         |            |            
|                                           | than those set forth below under  |                         |            |            
|                                           | Section (ii)):                    |                         |            |            
|                                           |                                   |                         |            |            
|                                           | SB Asia Infrastructure Fund LP(3) |                         | 25,947,122 | (4)        
|                                           |                                   |                         |            |            
|                                           | Venture Tech Assets Ltd.(5)       |                         | 25,947,122 | (6)        
|                                           |                                   |                         |            |            
|(ii)                                       | Directors (which includes all     |                         |            |            
|                                           | nominees) and Named Executives:   |                         |            |            
|                                           |                                   |                         |            |            
|                                           | Vikram Gulati                     |                         | 706,250    | (7)        
|                                           |                                   |                         |            |            
|                                           | Ravi Adusumalli                   |                         |           |            
|                                           |                                   |                         |            |            
|                                           | Babar Khan                        |                         |           |            
|                                           |                                   |                         |            |            
|                                           | Sandeep Reddy                     |                         | 10,849,084 | (8)        
|                                           |                                   |                         |            |            
|                                           | Srinivasa Raju                    |                         |           | (9)        
|                                           |                                   |                         |            |            
|                                           | Ajit Isaac                        |                         | 160,000    | (10)       
|                                           |                                   |                         |            |            
|                                           | Alok Bajpai                       |                         | 87,500     | (11)       
|                                           |                                   |                         |            |            
|                                           | Ramakrishna Karanam               |                         | 24,218     | (12)       
|                                           |                                   |                         |            |            
|(iii)                                      | All Directors and executive       |                         |            |            
|                                           | officers as a group (8 persons)   |                         | 11,827,052 |            

|*   |  | Less than
      one percent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Except as set forth in the footnotes to this table and
      subject to applicable community property law, the persons named in the
      table have sole voting and investment power with respect to all shares of
      Common Stock shown as beneficially owned by such shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(2) |  | Applicable percentage of ownership is based on
      42,159,857 shares of Common Stock outstanding on April 28, 2008, plus any
      presently exercisable stock options held by each such holder, and options
      which will become exercisable within sixty (60) days after April 30,
      2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(3) |  | The address for SB Asia Infrastructure Fund L.P.
      (SAIF) is Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman
      Islands. SB Asia Pacific Partners LP is the sole general partner of SAIF.
      The address for SB Asia Pacific Partners LP is Ugland House, P.O. Box 309,
      George Town, Grand Cayman, Cayman Islands. SB Asia Pacific Investments
      Limited is the sole general partner of SB Asia Pacific Partners LP. The
      address for SB Asia Pacific Investment Limited is Ugland House, P.O. Box
      309, George Town, Grand Cayman, Cayman Islands. Asia Infrastructure
      Investments Limited is the sole shareholder of SB Asia Pacific Investment
      Limited. The address for Asia Infrastructure Investments Limited is Ugland
      House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands. SB First
      Singapore Pte. Ltd. is the voting shareholder of Asia Infrastructure
      Investments Limited that exercises control with respect to Asia
      Infrastructure Investments Limiteds interest in SB Asia Pacific
      Investments Limited. The address for SB First Singapore Pte. Ltd. is 8
      Cross Street, #11-000 PwC Building, Singapore, 048424. SOFTBANK Corp. is
      the sole shareholder of SB First Singapore Pte. Ltd. The address for
      SOFTBANK Corp. is 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo
      103-8501.

---

|(4) |  | Represents 15,098,038 shares of Common Stock held by SAIF and an
      aggregate of 10,849,084 shares of Common Stock held by Venture Tech Assets
      Ltd. (Venture Tech). SB Asia Infrastructure Fund, L.P. (SAIF) is a
      party to (i) a Common Stock Purchase Agreement, dated as of September 29,
      2004, as amended March 21, 2005 (the 2004 Purchase Agreement), by and
      among Intelligroup, Inc. (the Company), SAIF and Venture Tech and (ii) a
      Common Stock Purchase Agreement, dated as of March 30, 2006, by and among
      the Company, SAIF and Venture Tech (the 2006 Purchase Agreement, and
      together with the 2004 Purchase Agreement, the Purchase Agreements).
      Pursuant to the Purchase Agreements, Venture Tech acquired an aggregate of
      9,215,687 shares of Common Stock. In addition, Venture Tech has disclosed
      that in June 2005 it acquired an aggregate of 1,633,397 shares of Common
      Stock in an open market purchase. The Purchase Agreements provide for,
      under certain conditions, the designation by SAIF and Venture Tech of up
      to five members of the board of directors of the Company. By virtue of the
      Purchase Agreements, SAIF may be deemed a group with Venture Tech within
      the meaning of Section 13(d)(3) of the Act, and as a result, to have
      beneficial ownership of the 10,849,084 shares of Common Stock beneficially
      owned by Venture Tech. SAIF disclaims such beneficial ownership. SAIF has
      the sole power to vote or direct the vote and to dispose or to direct the
      disposition of 15,098,038 shares of Common Stock. Because of its position
      as the sole general partner of SAIF, SB Asia Pacific Partners LP has the
      sole power to vote or direct the vote and to dispose or to direct the
      disposition of 15,098,038 shares of Common Stock. Because of its position
      as sole general partner of SB Asia Pacific Partners LP, SB Asia Pacific
      Investment Limited has the sole power to vote or direct the vote and to
      dispose or to direct the disposition of 15,098,038 shares of Common Stock.
      Because of its position as the sole shareholder of SB Asia Pacific
      Investment Limited, Asia Infrastructure Investments Limited has the sole
      power to vote or direct the vote and to dispose or to direct the
      disposition of 15,098,038 shares of Common Stock. Because of its position
      as the voting shareholder of Asia Infrastructure Investments Limited
      (which exercise control with respect to Asia Infrastructure Investment
      Limiteds interest in SB Asia Pacific Investments Limited), the sole
      shareholder of SB Asia Investments Limited, the sole general partner of SB
      Asia Pacific Partners, LP, and the sole general partner of SAIF, SB First
      Singapore Pte. Ltd. has the sole power to vote or to direct the vote and
      to dispose or to direct the disposition of 15,098,038 shares of Common
      Stock.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(5) |  | The address for Venture Tech is 4 Whitcome Mews, Richmond TWP 4BT,
      United Kingdom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(6) |  | Represents 10,849,084 shares of Common Stock held by Venture Tech
      and 15,098,038 shares of Common Stock held by SB Asia Infrastructure Fund,
      L.P. (SAIF). Venture Tech is a party to (i) a Common Stock Purchase
      Agreement, dated as of September 29, 2004, as amended March 21, 2005 (the
      2004 Purchase Agreement), by and among Intelligroup, Inc. (the
      Company), SAIF, and Venture Tech and (ii) a Common Stock Purchase
      Agreement, dated as of March 30, 2006, by and among the Company, SAIF and
      Venture Tech (the 2006 Purchase Agreement, and together with the 2004
      Purchase Agreement, the Purchase Agreements). The Purchase Agreements
      provide for, under certain conditions, the designation by SAIF and Venture
      Tech of up to five members of the board of directors of the Company. By
      virtue of the Purchase Agreements, Venture Tech may be deemed a group with
      SAIF within the meaning of Section 13(d)(3) of the Act, and as a result,
      to have beneficial ownership of the 15,098,038 shares of Common Stock
      beneficially owned by SAIF. Venture Tech disclaims such beneficial
      ownership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   

---

|(7)  |  | Represents 706,250 shares of
      Common Stock underlying options granted to Mr. Gulati, which are
      exercisable as of April 30, 2008 or sixty (60) days after such date.
      Excludes 193,750 shares of Common Stock underlying options which become
      exercisable over time after such period.                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(8)  |  | Represents 10,849,084 shares of
      Common Stock held by Venture Tech. Due to Mr. Reddys position as
      shareholder and sole director of Venture Tech, Mr. Reddy may be deemed to
      have indirect beneficial ownership of the shares of Common Stock
      beneficially owned by Venture Tech.                                                                                                       
|    
|(9)  |  | Previously the Company had
      reported that Mr. Raju may be deemed an indirect beneficial owner of the
      10,849,084 shares of Common Stock held by Venture Tech because Mr. Rajus
      minor child was a shareholder of Venture Tech. However, such child is no
      longer a minor and does not live with Mr. Raju. Therefore, Mr. Raju is no
      longer deemed a beneficial owner of such shares.
|    
|(10) |  | Represents 160,000 shares of
      Common Stock owned of record held by Mr. Isaac.                                                                                                                                                                                                                                                                                                                             
|    
|(11) |  | Represents 87,500 shares of
      Common Stock underlying options granted to Mr. Bajpai, which are
      exercisable as of April 30, 2008, or sixty (60) days after such date.
      Excludes 112,500 shares of Common Stock underlying options, which become
      exercisable over time after such period.                                                                                                   
|    
|(12) |  | Represents 24,218 shares of
      Common Stock underlying options granted to Mr. Karanam, which are
      exercisable as of April 30, 2008, or sixty (60) days after such date.
      Excludes 13,282 shares of Common Stock underlying options, which become
      exercisable over time after such period.                                                                                                   

Equity Compensation Plans

The following table summarizes securities
authorized for issuance under our equity compensation plans as of December 31,
2007:

|                        |  |                            |  |                                |  | (c)                          
|----------------------- |  | -------------------------- |  | ------------------------------ |  | -----------------------------
|                        |  |                            |  |                                |  | Number Of
      Securities   
|                        |  | (a)                        |  |                                |  | Remaining
      Available For
|                        |  | Number Of
      Securities |  | (b)                            |  | Future
      Issuance Under  
|                        |  | To Be
      Issued Upon    |  | Weighted-Average               |  | Equity
      Compensation    
|                        |  | Exercise
      Of          |  | Exercise
      Price Of        |  | Plans
      (Excluding       
|                        |  | Outstanding
      Options, |  | **Outstanding
      Options,** |  | Securities
      Reflected   
|Plan
      Category     |  | Warrants
      and Rights  |  | **Warrants and
      Rights**  |  | In Column
      (a))         
|2004 Equity             |  |                            |  |                                |  |                              
|Incentive Award         |  |                            |  |                                |  |                              
|Plan                    |  | 2,819,800                  |  | $1.68                          |  | 1,404,459                    
|1996 Stock
      Option |  |                            |  |                                |  |                              
|Plan                    |  | 410,901                    |  | $4.65                          |  | --                           
|1996 Non-               |  |                            |  |                                |  |                              
|Employee Director       |  |                            |  |                                |  |                              
|Stock Option Plan       |  |                            |  |                                |  | 110,000                      
|Equity                  |  |                            |  |                                |  |                              
|Compensation
      Plan |  |                            |  |                                |  |                              
|Not Approved
      by   |  |                            |  |                                |  |                              
|Shareholders            |  | 40,000                     |  | $2.06                          |  | 65,000                       
|TOTAL                   |  | 3,270,701                  |  | $2.05                          |  | 1,579,459                    

---

Equity Compensation Plans Approved
by Security Holders

The 2004
Plan was approved by the Companys Board of Directors on April 5, 2004 and
adopted by the Companys shareholders on June 8, 2004. The maximum number of
shares of Common Stock reserved for issuance under the 2004 Plan, as amended,
shall be equal to 1,600,000, plus the number of shares of Common Stock which are
or become available for issuance under the Companys 1996 Stock Plan (the 1996
Plan), and which are not issued under such plans. Those eligible to receive
stock option grants or stock purchase rights under the 2004 Plan include
employees, non-employee Directors and consultants. The Compensation Committee
administers the 2004 Plan. Subject to the provisions of the 2004 Plan, the
administrator of the 2004 Plan has the discretion to determine the optionees
and/or grantees, the type of equity awards to be granted (incentive stock
options and nonqualified stock options, restricted stock, stock appreciation
rights, performance shares, performance stock units, stock payments, deferred
stock, restricted stock units, other stock-based awards, and performance-based
awards), the vesting provisions, the terms of the grants and such other related
provisions as are consistent with the 2004 Plan. The exercise price of a stock
option may not be less than the fair market value per share of the Common Stock
on the date of grant or, in the case of an optionee who beneficially owns 10% or
more of the outstanding capital stock of the Company, not less than 110% of the
fair market value per share on the date of grant. Notwithstanding the foregoing,
the Compensation Committee is authorized to issue options to purchase up to
500,000 shares of Common Stock with an option exercise price of less than 100%
of the fair market value of the Common Stock on the date of grant. The options
terminate not more than ten years from the date of grant, subject to earlier
termination on the optionees death, disability or termination of employment
with the Company, but provide that the term of any options granted to a holder
of more than 10% of the outstanding shares of capital stock may be no longer
than five years. Options are not assignable or otherwise transferable except by
will or the laws of descent and distribution. The Compensation Committee may
provide that if a Change in Control (as defined in the 2004 Plan) of the Company
occurs and any awards made pursuant to the 2004 Plan are not converted, assumed
or replaced by a successor, then all outstanding awards that are not converted,
assumed or replaced will become fully vested and exercisable.

The
Compensation Committee, subject to approval of the Board, may terminate, amend,
or modify the 2004 Plan at any time; provided, however, that stockholder
approval must be obtained for any amendment to the extent necessary or desirable
to comply with any applicable law, regulation or stock exchange rule, to
increase the number of shares available under the 2004 Plan, to permit the
Compensation Committee to grant options with an exercise price below fair market
value on the date of grant, or to extend the exercise period for an option
beyond ten years from the date of grant. The 2004 Plan terminates on June 8,
2014 unless terminated earlier by the Companys Board of Directors.

The 1996
Plan was adopted by the Board of Directors and approved by the shareholders of
the Company on June 3, 1996, and became effective on July 12, 1996. Those
eligible to receive stock option grants or stock purchase rights under the 1996
Plan include employees, non employee Directors and consultants. The Compensation
Committee of the Board of Directors of the Company administers the 1996 Plan.
Subject to the provisions of the 1996 Plan, the Compensation Committee has the
discretion to determine the optionees and/or grantees, the type of options to be
granted (incentive stock options (ISOs) or non qualified stock options
(NQSOs)), the vesting provisions, the terms of the grants and such other
related provisions as are consistent with the 1996 Plan. The exercise price of
an ISO may not be less than the fair market value per share of the Common Stock
on the date of grant or, in the case of an optionee who beneficially owns 10% or
more of the outstanding capital stock of the Company, not less than 110% of the
fair market value per share on the date of grant. The exercise price of a NQSO
may not be less than 85% of the fair market value per share of the Common Stock
on the date of grant or, in the case of an optionee who beneficially owns 10% or
more of the outstanding capital stock of the Company, not less than 110% of the
fair market value per share on the date of grant. The purchase price of shares
issued pursuant to stock purchase rights may not be less than 50% of the fair
market value of such shares as of the offer date of such rights. The options
terminate not more than ten years from the date of grant, subject to earlier
termination on the optionees death, disability or termination of employment
with the Company, but provide that the term of any options granted to a holder
of more than 10% of the outstanding shares of capital stock may be no longer
than five years. Options are not assignable or otherwise transferable except by
will or the laws of descent and distribution. In the event of a merger or
consolidation of the Company with or into another corporation or the sale of all
or substantially all of the Companys assets in which the successor corporation
does not assume outstanding options or issue equivalent options, the Board of
Directors of the Company is required to provide accelerated vesting of
outstanding options. As of June 8, 2004, the Company ceased granting options
under the 1996 Plan.

---

The 1996
Non-Employee Director Plan was approved by the Board of Directors on June 3,
1996. The shareholders adopted the Companys 1996 Non-Employee Director Stock
Option Plan (the Director Plan) and it became effective on July 12, 1996. The
Director Plan provides for the grant of options to purchase a maximum of 140,000
shares of Common Stock of the Company to non-employee Directors of the Company.
The Board of Directors administers the Director Plan.

Equity Compensation Plans Not
Approved by Security Holders

On October
31, 2000, the Companys Board of Directors approved the grant of an option to
several employees for an aggregate of 105,000 shares of Common Stock at an
exercise price of $2.063 per share. Sixty-five thousand (65,000) of such options
were cancelled in 2003 in connection with the termination of the employees to
whom such options were granted. On November 1, 2000, the Companys Board of
Directors approved the grant of an option to former Chief Financial Officer
Nicholas Visco for 60,000 shares of Common Stock at an exercise price of $2.00
per share. Each of the above options vest in four equal semiannual installments
beginning on the first six-month anniversary of the date of grant and expire on
the tenth anniversary of the date of grant. If the grantees employment
relationship terminates on account of disability or death, the grantee or
grantees estate, as the case may be, may exercise any outstanding options for
one year following the termination. If termination is for any other reason, the
grantee may exercise any outstanding options for 90 days following such
termination. The options are not assignable or otherwise transferable except by
will or the laws of descent and distribution and shall be exercisable during the
grantees lifetime only by the grantee.

The Board of
Directors is required to make appropriate adjustments in connection with such
option grants in each October and November to reflect stock splits, stock
dividends and other similar changes in capitalization. The option grants also
contain provisions addressing the consequences of a merger, consolidation or
sale of all or substantially all of the Companys assets. Upon the occurrence of
such events, all outstanding options are to be assumed, or substituted for, by
the acquiring or succeeding corporation. However, if the acquiring or succeeding
corporation does not agree to assume, or substitute for, outstanding options,
then the Board of Directors must accelerate the options to make them fully
exercisable and notify the grantee that the option shall be fully exercisable
for a period of 15 days from the date of such notice.

Item 13. Certain Relationships and
Related Transactions.

Effective
August 1, 2005, Intelligroup Asia Pvt. Ltd. (IGA) entered into an agreement to
lease certain premises for certain of our India operations from ILABS Hyderabad
Technology Center Pvt. Ltd. (iLabs), a party with which two members of our
Board of Directors, Srinivasa Raju and Sandeep Reddy are affiliated. The terms
of the lease agreement provide for, among other things: (1) a minimum lease
period of five years with an option for two three-year renewal periods; (2)
payment of a security deposit in the amount of 15,282,000 Indian rupees
(approximately $352,000); (3) payment of monthly lease fees in the amount of
1,698,000 Indian rupees (approx. $40,000), subject to yearly five percent (5%)
escalation; and (4) monthly operations and maintenance fees of 283,000 Indian
rupees (approximately $7,000). Prior to entering into this lease, the
disinterested members of our Board of Directors reviewed the proposed lease and
determined that the terms and conditions were no less favorable to us than could
be obtained from unrelated third parties.

Our Board of
Directors adopted a policy in 2003 requiring that any transactions between us
and our officers, directors, principal shareholders and their affiliates be on
terms no less favorable to us than could be obtained from unrelated third
parties. In addition, New Jersey law requires that any such transactions be
approved by a majority of the disinterested members of our Board of Directors.

Item 14. Principal Accounting Fees and
Services.

Audit Fees

Audit fees
consist of fees for the audit of our financial statements, the review of the
interim financial statements included in our quarterly reports on Form 10-Q and
other professional services provided in connection with international statutory
audits and regulatory filings or engagements.

Ernst &
Young LLP (E&Y) billed us an aggregate of $484,765 in audit fees for the
year ended December 31, 2007.

---

JH Cohn LLP
(JH Cohn) had billed the Company $738,892 in audit fees for the year ended
December 31, 2006. In addition, JH Cohn billed the Company $75,000 in fees for
professional services rendered in connection with the year-end audit of the
Companys India subsidiary.

Audit Related Fees

E&Y
billed us an aggregate of $20,070 in audit-related fees, which principally
included the audit of our employee benefit plan.

During 2006,
JH Cohn billed us an aggregate of $66,410 in fees for professional services
rendered in connection with services rendered in connection with the audit of
internal control over financial reporting, and managements assessment of
internal control over financial reporting for the year ended December 31, 2005
prior to the SEC rules promulgated in December 2005 which allowed the Company to
exit accelerated filer status.

Tax Fees

E&Y
billed us an aggregate of $32,577 for tax fees for the year ended December 31,
2007, which included tax compliance, tax advice and tax planning services.

JH Cohn billed us an aggregate of
$22,716 for tax fees for the year ended December 31, 2006.

All Other Fees

No other fees were billed for the
year ended December 31, 2007.

JH Cohn
billed the Company an aggregate of $22,644 in other fees related to the year
ended December 31, 2006. Such fees were related to the review of our
registration statements, services rendered in connection with the liquidation of
the Companys subsidiary in Sweden, travel costs and costs related to planning
and preparing for the first quarter 2007 review.

Subsequently, we reviewed the aggregate billing set forth above with JH
Cohn and we agreed with JH Cohn to reduce $83,370 from such billing for the year
ended December 31, 2006.

Pre-approval Policies

The Audit
Committee has sole and direct responsibility for setting the compensation of our
independent registered public accounting firm. The Audit Committee pre-approves
all audit services to be provided to us, whether provided by our independent
registered public accounting firm or other firms, and all other services
(review, attest and non-audit) to be provided to us by our independent
registered public accounting firm; provided, however, that de minimis non-audit
services may instead be approved in accordance with applicable SEC rules. The
Audit Committee approved the services described above under audit-related fees
rendered in connection with the audit of the employee benefit plans and
Sarbanes-Oxley compliance.

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EXHIBIT INDEX

|Exhibit
      No. |  | Description
      of Exhibit                                                                                                                          
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|                 
|31.1             |  | Certifications of Chief Executive Officer Pursuant to Rule
      13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002
|                 
|31.2             |  | Certifications of Chief Financial Officer Pursuant to Rule
      13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002

| |  | Filed herewith.
      All other exhibits previously filed.
|- |  | ----------------------------------------------------------

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SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized this 28th day of April 2008.

| | INTELLIGROUP, INC.
| | ------------------
| |                   
| |                   
| | By: /s/           
| |                   
| |                   

Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following duly authorized executive officers on behalf of the Registrant and in
the capacities and on the date indicated.

|Signature |                     | Title |  | Date                                      
|--------- | ------------------- | ----- |  | ------------------------------------------
|          |                    
|/s/       | Vikram
      Gulati |       |  | Chief Executive
      Officer and Director
|          | Vikram
      Gulati |       |  |                                           
|          |                    
|/s/       | Alok Bajpai         |       |  | Chief Financial
      Officer             
|          | Alok
      Bajpai   |       |  |                                           

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